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 , among the , the Designated Borrower, the from time to time party thereto, , as Administrative Agent, L/C Issuer and Swing Line Lender, and the other L/C Issuers party thereto (the “Credit Agreement”)) of SA (the “ SA Obligations”). 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 SA 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 SA 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 SA Obligations against the Designated Borrower or any instrument or agreement evidencing any SA 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 SA 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 the guaranty contained in the Guaranty and Security Agreement is # limited by operation of law in any material respect, # limited by such Guarantor or # terminated by operation of law or by such Guarantor (in each case, other than in accordance with the terms of this Agreement or the Guaranty and Security Agreement) or if any Guarantor repudiates or revokes or purports to repudiate or revoke any such guaranty;
Guaranty. Buyer Parent hereby irrevocably, unconditionally and absolutely guarantees any and all of the obligations of each of Buyer, its Affiliates and the Partnership under this Agreement and the Distribution Agreement. Seller Parent hereby irrevocably, unconditionally and absolutely guarantees any and all of the obligations of Seller and its Affiliates under [Section 4.10] of this Agreement.
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.
Guaranty. The Guaranty executed by each Guarantor;
Guaranty. If requested by at any time, agrees to obtain and deliver to one or more Guaranty Agreement executed by any of the shareholders, partners, members, managers and/or principals of and/or other Persons required by in consideration of executing this Agreement and/or to induce to consider purchasing Participation Interests.
Guaranty. The Company hereby absolutely, unconditionally and irrevocably guarantees the full and punctual payment (whether at stated maturity, upon acceleration or otherwise) of all obligations of the Borrowing Subsidiaries under this Agreement, including the principal of and interest on each Loan to each Borrowing Subsidiary and all obligations (including payment of costs and expenses as provided for herein) of each Borrowing Subsidiary under or in connection with any Letter of Credit. Upon failure by any Borrowing Subsidiary to pay punctually any such amount, the Company shall forthwith on demand pay the amount not so paid at the place, in the currency and in the manner specified in this Agreement.
Guaranty. Pursuant to each credit services contract between Guarantor and each borrower with respect to loans offered by Lender under Lenders Ohio lending program, and regardless of whether the credit services contract is cancelled, Guarantor agrees to, and hereby does, unconditionally guaranty, on behalf of the borrower, and for the benefit of Lender, the prompt payment of all amounts due under each loan to Lender.
“Unsecured Debt” means, as of any date, the aggregate of all Indebtedness for Money Borrowed of the Combined Parties that was incurred, and continues to be outstanding, without granting a Lien (other than Permitted Liens not described in [clauses (a), (f) or (i)])])] of such definition) as security for such Indebtedness for Money Borrowed. Unsecured Debt shall not include any such obligations of Unconsolidated Entities or Investment Entities except, for clarification purposes, to the extent any Combined Party is liable for the same (disregarding any liability with respect to customary recourse carve-outs applicable to any nonrecourse secured obligations and disregarding any general partnership liability of the Designated Entities). For clarification purposes, # any unsecured guaranty given by the , the or any Combined Party of secured obligations of a Person who is not the , the or a Combined Party constitutes Unsecured Debt of the , the or such Combined Party giving the guaranty, # any unsecured guaranty given by the , the or any Combined Party of the secured obligations of the , the or another Combined Party constitutes the Secured Debt of the , the or the Combined Party directly incurring the secured obligations and shall not be calculated as part of the obligations (either secured or unsecured) of the , the or such Combined Party giving the guaranty (except to the extent that the relevant calculation does not otherwise account for the obligations of the , the or the Combined Party directly incurring the underlying secured obligations, in which case it shall constitute the Unsecured Debt of the , the or the Combined Party giving the guaranty), # any unsecured guaranty given by the , the or any Combined Party of the unsecured obligations of a Person who is not the , the or a Combined Party constitutes the Unsecured Debt of the , the or such Combined Party giving the guaranty, # any unsecured guaranty given by the , the or any Combined Party of the unsecured obligations of the , the or another Combined Party constitutes the Unsecured Debt of the , the or the Combined Party directly incurring such obligations and shall not be calculated as part of the obligations (either secured or unsecured) of the , the or such Combined Party giving the guaranty (except to the extent that the relevant calculation does not otherwise account for the obligations of the , the or the Combined Party directly incurring the underlying unsecured obligations, in which case it shall constitute the Unsecured Debt of the , the or the Combined Party giving the guaranty), # any secured guaranty given by the , the or any Combined Party of secured obligations of a Person who is not the , the or a Combined Party constitutes secured debt of the , the or such Combined Party giving the guaranty, # any secured guaranty given by the , the or any Combined Party of the secured obligations of the , the or another Combined Party constitutes the secured debt of the , the or the Combined Party directly incurring the secured obligations and shall not be calculated as part of the obligations (either secured or unsecured) of the , the or such Combined Party giving the guaranty (except to the extent that the relevant calculation does not otherwise account for the obligations of the , the or the Combined Party directly incurring the underlying secured obligations, in which case it shall constitute the secured debt of the , the or the Combined Party giving the guaranty), # any secured guaranty given by the , the or any Combined Party of the unsecured obligations of a Person who is not the , the or a Combined Party constitutes the secured debt of the , the or such Combined Party giving the guaranty, and # any secured guaranty given by the , the or any Combined Party of the unsecured obligations of the , the or another Combined Party constitutes the secured debt of the , the or such Combined Party giving the guaranty and shall not be calculated as part of the obligations (either secured or unsecured) of the , the
The Guaranty. (a) Each of hereby jointly and severally guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties, as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise), will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal.
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