Covenants of Guarantor. (a) Guarantor absolutely, unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety: (i) the full and prompt payment of all Base Rent and Additional Rent and all other rent, sums and charges of every type and nature payable by Tenant under the Lease, and (ii) the full, timely and complete performance of all covenants, terms, conditions, obligations and agreements to be performed by Tenant under the Lease (all of the obligations described in clauses (i) and (ii), collectively, the “Obligations”). If a Default occurs under the Lease, Guarantor will, without notice or demand, promptly pay and perform all of the Obligations, and pay to Landlord, when and as due, all Base Rent and Additional Rent payable by Tenant under the Lease, together with all damages, costs and expenses to which Landlord is entitled pursuant to any or all of the Lease, this Guaranty and applicable Laws.
(b) Guarantor agrees with Landlord that (i) any action, suit or proceeding of any kind or nature whatsoever (an “Action”) commenced by Landlord against Guarantor to collect Base Rent and Additional Rent and any other rent, sums and charges due under the Lease for any month or months shall not prejudice in any way Landlord’s rights to collect any such amounts due for any subsequent month or months throughout the Term in any subsequent Action, (ii) Landlord may, at its option, without prior notice or demand, join Guarantor in any Action against Tenant in connection with or based upon either or both of the Lease and any of the Obligations, (iii) Landlord may seek and obtain recovery against Guarantor in an Action against Tenant or in any independent Action against Guarantor without Landlord first asserting, prosecuting, or exhausting any remedy or claim against Tenant or against any security of Tenant held by Landlord under the Lease, and (iv) Guarantor will be conclusively bound by a judgment entered in any Action in favor of Landlord against Tenant, as if Guarantor were a party to such Action, irrespective of whether or not Guarantor is entered as a party or participates in such Action.
(c) Any default or failure by the Guarantor to perform any of its Obligations under this Guaranty shall be deemed an immediate Default under the Lease; provided, however, that if the basis for the occurrence of a default under this Guaranty is the occurrence of a default by Tenant under the Lease, then the default under this Guaranty shall not constitute a Default under the ...
Covenants of Guarantor. Guarantor covenants and agrees with Purchaser that, until payment in full of all Guaranteed Obligations and termination of the Repurchase Agreement:
Covenants of Guarantor. Each Guarantor covenants and agrees that until the Loan Obligations have been Fully Satisfied, it will comply with all covenants set forth in the Credit Agreement specifically applicable to it.
Covenants of Guarantor. Guarantor covenants and agrees that it shall comply with and perform all covenants given on behalf of or with respect to Guarantor (whether expressly or as a Subsidiary) contained in Articles VI and VII of the Credit Agreement and in all other Loan Documents.
Covenants of Guarantor. Guarantor hereby covenants and agrees that:
Covenants of Guarantor. Guarantor covenants to, and agrees that, until payment in full of all Guaranteed Obligations:
Covenants of Guarantor. Guarantor covenants and agrees with Buyer that, until payment in full of all Guaranteed Obligations:
a. Seller shall provide Buyer with the following financial and reporting information:
(i) as soon as available, but in no event later than 45 days after the last day of each calendar quarter, Guarantor’s unaudited consolidated statements of income and statements of changes in cash flow for such quarter and balance sheets as of the end of such quarter (which statements and balance sheets of Guarantor shall separately break out the statements of income and changes in cash flow and balance sheets of Seller, and be accompanied by Seller’s calculations, with such supporting information as Buyer shall reasonably require, of Guarantor’s Consolidated Net Worth and Liquid Net Worth) in each case presented fairly in accordance with GAAP and certified as being true and correct by an officer’s certificate; and
(ii) as soon as available, but in no event later than 120 days after the last day of its fiscal year, Guarantor’s audited consolidated statements of income and statements of changes in cash flow for such year and balance sheets as of the end of such year (which statements and balance sheets shall separately break out the statements of income and changes in cash flow and balance sheets of Seller), in each case presented fairly in accordance with GAAP, and accompanied, in all cases, by an unqualified report of a nationally recognized independent certified public accounting firm consented to by Buyer.
b. Guarantor will promptly, and in any event within 10 Business Days after service of process on any of the following, give to Buyer notice of all litigation, actions suits, arbitrations, investigations (including, without limitation, any of the foregoing which are pending or threatened in writing) or other legal or arbitrable proceedings affecting Guarantor or any of its subsidiaries before any Governmental Authority which is reasonably likely to result in any material adverse change in the business, operations, financial condition, properties, or assets of Guarantor or which may have a material adverse effect on the validity of the Transaction Documents to which Guarantor is a party or any action taken or to be taken in connection with the obligations of Guarantor under any such Transaction Documents.
c. Guarantor will preserve and maintain its legal existence and all of its material rights, privileges, licenses and franchises, and comply with the requirements of all...
Covenants of Guarantor. The following covenants shall remain in effect until the payment and performance of all of the Guarantor’s obligations to the Lenders:
Covenants of Guarantor. The Guarantor hereby covenants and agrees that:
(a) Guarantor guarantees, unconditionally, that the Loan and other obligations of Borrower under the Loan Documents will be paid and performed in accordance with their terms, promptly upon demand of the Lender.
(b) Guarantor shall cause the Borrower to fully perform and observe all of the covenants, agreements and obligations of the Borrower under each of the Loan Documents.
(c) If Guarantor shall receive any monies, by reason of the exercise of any rights of subrogation or contribution, prior to the payment in full and performance of the Obligations contained herein and under the Loan Documents, such amounts shall be paid by such Guarantor directly to the Lender.
(d) If Borrower is now or shall hereafter become indebted to Guarantor, the amount of each sum and such indebtedness shall at all times be subordinate, as to lien, time of payment and in all other respects to the amounts owing to the Lender under the Loan Documents, and Guarantor shall not be entitled to enforce or receive payment thereof until all sums owing to the Lender have been paid. Nothing herein contained is intended or shall be construed to give Guarantor any right of subrogation in or under the Note, or any right to participate in any way therein, notwithstanding any payments made by Guarantor under the Guaranty. The obligations of the Guarantor hereunder shall continue in full force and effect until the obligations and all obligations of the Borrower shall have been fully paid and performed.
(e) At all times during the term of this Guaranty, Guarantor shall operate and maintain its assets and properties in a reasonable manner and keep their property in good repair, and shall not despoil their assets.
(f) Guarantor shall promptly notify Lender of any material and adverse changes in Guarantor's financial condition during the period of time that the Loan remains outstanding.
(g) Guarantor shall promptly notify Lender of any litigations, actions, proceedings, claims or investigations, pending or threatened against Guarantor, that may materially and adversely affect the financial condition of Guarantor.
Covenants of Guarantor. Guarantor hereby represents and warrants to Lender that Guarantor has good title (both record and beneficial) to the Collateral, free and clear of all claims, pledges, security interests, liens or encumbrances of every nature whatsoever, and that Guarantor has the right to pledge and grant Lender the security interest in the Collateral granted under this Agreement. Guarantor agrees that, until all sums due under the Redemption Note have been paid in full, Guarantor will not: (a) sell, assign or transfer, or attempt to sell, assign or transfer, any of the Collateral, (b) grant or create, or attempt to grant or create, any security interest, lien, pledge, claim or other encumbrance with respect to any of the Collateral, (c) suffer or permit to continue upon any of the Collateral during the term of this Agreement, an attachment, levy, execution or statutory lien, (d) permit the issuance of any equity of the Company or any other security of the Company which diminishes the value, or rights and preferences of the Shares or otherwise make any change to its capitalization; or (e) amend the rights and preferences of the Shares. There shall be no substitution of collateral under the terms of this Agreement, without the prior written consent of Lender. Guarantor hereby agrees to indemnify Lender and Pledge Holder against any direct loss, reasonable cost or out-of-pocket expense incurred by holder in connection with the Redemption Note and Agreement and the exercise of any and all rights pertaining thereto, including, without limitation, all court costs, reasonable attorney’s fees and other costs of collection.
