CONSENT AND REAFFIRMATION OF GUARANTORS Sample Clauses

CONSENT AND REAFFIRMATION OF GUARANTORS. The undersigned, each a guarantor of Borrower’s obligations to Lender pursuant to the Guaranty executed by the undersigned in favor of Lender, hereby (i) acknowledges and consents to the execution, delivery, and performance by Borrower of the foregoing First Amendment to Amended and Restated Revolving Line of Credit Note; (ii) warrants and covenants to Lender that, except to the extent previously disclosed to Lender in writing, all representations and warranties previously made by Guarantor to Lender are true, complete, and accurate as of the date of this Consent and Reaffirmation of Guarantors; and (iii) reaffirms and agrees that the Guaranty to which the undersigned is party and all other documents and agreements executed and delivered by either the undersigned or Borrower to Lender in connection with the indebtedness represented by the Notes, the Loan Agreement and Loan Documents are all in full force and effect, without defense, offset, or counterclaim, or alternatively, that any such right of defense, offset or counterclaim is hereby expressly waived.

CONSENT AND REAFFIRMATION OF GUARANTORS. The undersigned Guarantors hereby consent to the foregoing amendments and acknowledge and agree that nothing herein shall in any way limit or diminish any of the obligations of the undersigned under their respective Guaranty, each such Guaranty being hereby ratified and affirmed.

CONSENT AND REAFFIRMATION OF GUARANTORS. Each Guarantor, by its signature below, hereby (a) acknowledges and agrees to the terms and conditions set forth in this Amendment, (b) agrees that nothing in this Amendment in any way impairs or lessens its liabilities under the Loan Documents to which it is a party or by which it is bound, and (c) reaffirms all of its obligations and liabilities under all such Loan Documents.

CONSENT AND REAFFIRMATION OF GUARANTORS. Each of the undersigned, as a guarantor of the Borrower’s obligations to the Bank under the Agreement, hereby (i) acknowledges and consents to the foregoing Amendment, (ii) reaffirms its obligations under its respective guaranty in favor of the Bank and under any agreement under which it has granted to the Bank a lien or security interest in any of its real or personal property, and (iii) confirms that such guaranty and other agreements, including but not limited to the Dispute Resolution Provision, remain in full force and effect, without defense, offset, or counterclaim. (Capitalized terms used herein shall have the meanings specified in the foregoing Amendment.)

CONSENT AND REAFFIRMATION OF GUARANTORS. The undersigned, being a Subsidiary Guarantor, as defined in the Loan and Security Agreement being amended pursuant to the within and foregoing First Amendment to Loan and Security Agreement, does hereby acknowledge receipt of said amendment, consents thereto, agrees to be bound thereby and further agrees in connection therewith that its, his or her Guaranty, as defined in such Loan and Security Agreement, shall continue in full force and effect notwithstanding the execution and delivery thereof and the performance of the parties thereunder.

CONSENT AND REAFFIRMATION OF GUARANTORS. The undersigned Guarantors hereby consent to the foregoing First Amendment to Master Lease and reaffirm to Lessor that their obligations under the Guaranty remains in full force and effect with respect the Lease, as amended hereby.

CONSENT AND REAFFIRMATION OF GUARANTORS. Each of the undersigned Guarantors hereby consents to the execution, delivery and performance by Borrower and the Agent of the foregoing Amendment No. 3 ("Amendment No. 3"). In connection therewith, each of the undersigned expressly and knowingly reaffirms its liability under the Guaranty to which it is a party executed and delivered by such Guarantor in favor of the Agent (on behalf of the Lenders), and expressly agrees to be and remain liable under the terms of such Guaranty for the Guarantied Obligations described therein and acknowledges that it has no defense, offset or counterclaim whatsoever against the Agent or the Lenders with respect to such Guaranty. Each of the undersigned further agrees that such Guaranty shall remain in full force and effect and is hereby ratified and confirmed.

CONSENT AND REAFFIRMATION OF GUARANTORS. Guarantors hereby acknowledge and agree to the terms and conditions of this Amendment, acknowledge and reaffirm their respective obligations owing to Lender under each respective Guaranty and any other Loan Document to which such Guarantor is a party, and agree that each Guaranty and other Loan Documents are and shall remain in full force and effect. Although Guarantors have been informed of the matters set forth herein and have acknowledged and agreed to the same, Guarantors understand Lender has no obligation to inform Guarantors of such matters in the future or to seek any Guarantor’s acknowledgement or agreement to future amendments, and nothing herein shall create such a duty.

CONSENT AND REAFFIRMATION OF GUARANTORS. Each of the undersigned, as a Guarantor of the Borrower’s obligations to the Lenders, the Administrative Agent and the L/C Issuers under the foregoing Agreement, hereby (i) acknowledges and consents to the foregoing amendment and restatement of the Existing Credit Agreement, (ii) reaffirms its obligations under its respective Guaranty in favor of the Bank, (iii) agrees that all references in its Guaranty to the Existing Credit Agreement shall be deemed to refer to the foregoing Agreement, and (iii) confirms that such Guaranty, including but not limited to the California Judicial Reference provision, remain in full force and effect, without defense, offset, or counterclaim. (Capitalized terms used herein shall have the meanings specified in the foregoing Amendment.) Each of the undersigned further agree that it shall be deemed to be a guarantor of all obligations arising out of any Hedge Agreements and/or Cash Management Agreements; provided, however, notwithstanding anything to the contrary herein or in its Guaranty, no Guarantor will be deemed to be a guarantor of any Excluded Swap Obligation. Each Guarantor that is a Qualified ECP Guarantor at the time the Guaranty or the grant of a Lien under the Loan Documents, in each case, by any Specified Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under its Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Obligations have been indefeasibly paid and performed in full. Each Guarantor intends this paragraph to constitute, and this paragraph shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act. Although each of the undersigned ha...