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Guaranty Matters
Guaranty Matters contract clause examples
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Guaranty. The hereby absolutely and unconditionally guarantees to the Administrative Agent, for the benefit of the Administrative Agent and the , as a guaranty of payment and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise of any and all Obligations as defined in that certain Amended and Restated Revolving Credit Agreement, dated as of November 26, 2018, among the Borrowers, the from time to time party thereto, [[Administrative Agent:Organization]], as Administrative Agent, L/C Issuer and Swing Line Lender, and the other L/C Issuers party thereto (the “Credit Agreement”). All capitalized terms used herein without definition shall have the meaning ascribed to such terms in the Credit Agreement. The Administrative Agent’s and ’ books and records showing the amount of the Obligations shall be admissible in evidence in any action or proceeding, and, absent demonstrable error, shall be prima facie evidence for the purpose of establishing the amount of the Obligations. To the extent permitted by law, this [Amended and Restated]​ Continuing Guaranty (the “Guaranty”) shall not be affected by the validity, regularity or enforceability of the Obligations against any Borrower or any instrument or agreement evidencing any Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Obligations which might otherwise constitute a defense to the obligations of the under this Guaranty (other than a defense of payment or performance), and, to the extent permitted by law, the hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing (other than a defense of payment or performance).

Guaranty. If the obligation of any Guarantor under any guaranty of the Obligations is limited or terminated by operation of law or by such Guarantor (other than in accordance with the terms of this Agreement);

Guaranty. A Guaranty, dated as of the Closing Date, duly executed by each Guarantor;

Guaranty. If requested by [[Organization C:Organization]] at any time, [[Organization B:Organization]] agrees to obtain and deliver to [[Organization C:Organization]] one or more Guaranty Agreement executed by any of the shareholders, partners, members, managers and/or principals of [[Organization B:Organization]] and/or other Persons required by [[Organization C:Organization]] in consideration of [[Organization C:Organization]] executing this Agreement and/or to induce [[Organization C:Organization]] to consider purchasing Participation Interests.

Guaranty. To secure the prompt and full payment when due of the Indebtedness, Borrowers shall cause the Guarantor to execute and deliver to the Bank at Closing its Guaranty Agreement under which Guarantor shall absolutely and unconditionally guaranty the prompt repayment of the Indebtedness.

Guaranty. Borrowers shall have caused the Guarantor to deliver the Guaranty Agreement to the Bank, appropriately executed.

Guaranty. The Guaranty executed by each Guarantor;

Guaranty. The Guarantor hereby absolutely and unconditionally guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of # any and all existing and future Obligations including any and all indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrowers to the Agent and/or Lenders (collectively, the Agent, Lenders, and any Person who was a Lender or an Affiliate of a Lender at the time such Lender or Affiliate and a Loan Party entered into a Swap Contract entered into in connection with the Loans shall be referred to herein as the “Secured Parties”) arising under the Credit Agreement, the Loan Documents, any Swap Contracts, [Sections 2, 10 and 17] of this Guaranty, any other instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Credit Agreement (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Agent in connection with the collection or enforcement thereof) and whether recovery upon such indebtedness and liabilities may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrowers under the Bankruptcy Code, any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and including interest that accrues after the commencement by or against the Borrowers of any proceeding under any Debtor Relief Laws and # any and all debts, liabilities, obligations, covenants and duties of any Loan Party arising under any Swap Contract entered into in connection with the Loans by any Loan Party with respect to a Person who is a Credit Party or an Affiliate of a Secured Party at the time such Swap Contract was entered into (whether or not such Secured Party or Affiliate thereof ceases to be a party to the Credit Agreement) (collectively, the “Guaranteed Obligations”); provided that the “Guaranteed Obligations” shall exclude any Excluded Swap Obligations. The Agent’s and/or Lenders’ books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive (absent manifest error) for the purpose of establishing the amount of the Guaranteed Obligations. This Guaranty shall not be affected by the regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing (other than the defense that the Guaranteed Obligations have been fully and finally performed and paid). Anything contained herein to the contrary notwithstanding, the obligations of the Guarantor hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code or any comparable provisions of any similar federal or state law.

Guaranty. By executing and delivering this Joinder Agreement, [each][the] Additional Guarantor, as provided in [Section 10.09] of the Credit Agreement, hereby becomes a party to the Credit Agreement as a “Guarantor” thereunder with the same force and effect as if originally named therein as a Guarantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Guarantor thereunder. [All notices and other communications provided to the Additional Guarantor[s] shall be at the address set forth pursuant to Section 11.01 of the Credit Agreement unless otherwise set forth in the signature page[s] hereto.] [Each][The] Additional Guarantor hereby represents and warrants that each of the representations and warranties made by it as a Credit Party in Article 4 of the Credit Agreement is true and correct in all material respects on and as of the date hereof (after giving effect to this Joinder Agreement) as if made on and as of such date, except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date.

Subsidiaries Guaranty. On the Effective Date, each [[Subsidiary Guarantor:Person]] shall have duly authorized, executed and delivered the Subsidiaries Guaranty in the form of Exhibit D (as amended, modified or supplemented from time to time, the “Subsidiaries Guaranty”), and the Subsidiaries Guaranty shall be in full force and effect.

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