Common use of Reaffirmation of Guaranties Clause in Contracts

Reaffirmation of Guaranties. In consideration of the undertakings of the Bank pursuant to this Second Waiver Agreement and the other Loan Documents, the Borrower, each U.S. Guarantor and each European Subsidiary hereby reaffirm the Borrower Surety Agreements, the Selas SAS Surety Agreements, the other Loan Documents and all of their respective obligations thereunder. The Borrower and each U.S. Guarantor hereby consent to the execution and delivery by the Borrower, the U.S. Guarantors, and the European Subsidiaries of this Second Waiver Agreement, the other Waiver Documents and the other Loan Documents and all other documents and instruments to be executed pursuant hereto or in connection herewith. The Borrower, each U.S. Guarantor and each European Subsidiary hereby waive any right it may have to contest the validity or enforceability of the Borrower Surety Agreements, Selas SAS Surety Agreements, the Selas SAS Guaranty, the CFR Guaranty or any other Loan Document, for any reason whatsoever. The U.S. Guarantors and the European Subsidiaries hereby acknowledge and agree that the term 'Obligations,' as defined in their respective Borrower Surety Agreements and the Selas SAS Surety Agreements includes, without limitation, all of the obligations, now or hereafter arising, of Borrower to the Bank, whether under the Credit Agreement, the other Loan Documents, as amended, or otherwise. The Borrower and each U.S. Guarantor hereby acknowledge and agree that the term 'Guaranteed Obligations,' as defined in their respective Selas SAS Surety Agreements includes, without limitation, all of the obligations, now or hereafter arising, of Selas SAS to the Bank, whether under the Selas SAS Term Loan Agreements, the Selas SAS Facility Agreement, any document or agreement now or hereafter executed in connection with the Advance Payment Guarantees that may now or hereafter be issued by the Bank on behalf of Selas SAS, the other Loan Documents, or otherwise. The Borrower, each U.S. Guarantor and each European Subsidiary hereby acknowledge and agree that the Borrower Surety Agreements and the Selas SAS Surety Agreements, and any other suretyship agreements executed by them in favor of the Bank or its affiliates, are ratified, reaffirmed and confirmed in all respects, shall continue in full force and effect, and are valid, binding and enforceable against the parties thereto as if executed as of the date hereof. The Borrower, the U.S. Guarantors, and the European Subsidiaries agree to execute and deliver to the Bank such additional documentation deemed necessary or appropriate by the Bank, in its sole and absolute discretion, to achieve the purpose of this section of this Second Waiver Agreement.

Appears in 3 contracts

Sources: Second Waiver and Amendment Agreement, Waiver and Amendment Agreement, Second Waiver and Amendment Agreement (Selas Corp of America)

Reaffirmation of Guaranties. In consideration of the undertakings of the Bank pursuant to this Second Waiver Agreement and the other Loan Documents, the Borrower, each U.S. Guarantor Borrower and each European Subsidiary Guarantor hereby reaffirm the Borrower Surety Agreements, the Selas SAS Surety Agreements, the other Loan Documents and all of their respective obligations thereunder. The Borrower and each U.S. Guarantor hereby consent to the execution and delivery by the Borrower, the U.S. Guarantors, and the European Subsidiaries of this Second Waiver Agreement, the other Waiver Documents and the other Loan Documents and all other documents and instruments to be executed pursuant hereto or in connection herewith. The Borrower, each U.S. Guarantor Borrower and each European Subsidiary Guarantor hereby waive waives any right it may have to contest the validity or enforceability of the Borrower Surety Agreements, Selas SAS Surety Agreements, the Selas SAS Guaranty, the CFR Guaranty Agreements or any other Loan Document, for any reason whatsoever. The U.S. Guarantors and the European Subsidiaries hereby acknowledge and agree that the term 'Obligations,' , as defined in their respective Borrower Surety Agreements and the Selas SAS Surety Agreements includes, without limitation, all of the obligations, now or hereafter arising, of Borrower to the Bank, whether under the Credit Agreement, the other Loan Documents, as amended, or otherwise. The Borrower and each U.S. Guarantor hereby acknowledge and agree that the term 'Guaranteed Obligations,' , as defined in their respective Selas SAS Surety Agreements includes, without limitation, all of the obligations, now or hereafter arising, of Selas SAS to the Bank, whether under the Selas SAS Term Loan Agreements, the Selas SAS Facility Agreement, any document or agreement now or hereafter executed in connection with the Advance Payment Guarantees that may now or hereafter be issued by the Bank on behalf of Selas SAS, the other Loan Documents, or otherwise. The Borrower, each U.S. Guarantor Borrower and each European Subsidiary Guarantor hereby acknowledge and agree that the Borrower Surety Agreements and the Selas SAS Surety Agreements, and any other suretyship agreements executed by them in favor of the Bank or its affiliates, are ratified, reaffirmed and confirmed in all respects, shall continue in full force and effect, and are valid, binding and enforceable against the parties thereto as if executed as of the date hereof. The Borrower, the U.S. Guarantors, and the European Subsidiaries agree to execute and deliver to the Bank such additional documentation deemed necessary or appropriate by the Bank, in its sole and absolute discretion, to achieve the purpose of this section of this Second Waiver Agreement.

Appears in 2 contracts

Sources: Waiver and Amendment Agreement (Selas Corp of America), Waiver and Amendment Agreement (Selas Corp of America)

Reaffirmation of Guaranties. In consideration of the undertakings of the Bank pursuant to this Second Third Waiver Agreement and the other Loan Documents, the Borrower, each U.S. Guarantor and each European Subsidiary hereby reaffirm the Borrower Surety Agreements, the Selas SAS Surety Agreements, the Selas SAS Guaranty, the CFR Guaranty, the other Loan Documents and all of their respective obligations thereunder. The Borrower Borrower, each European Subsidiary, and each U.S. Guarantor hereby consent to the execution and delivery by the Borrower, the U.S. Guarantors, and the European Subsidiaries of this Second Third Waiver Agreement, the other Waiver Documents and the other Loan Documents and all other documents and instruments to be executed pursuant hereto or in connection herewith. The Borrower, each U.S. Guarantor and each European Subsidiary hereby waive any right it may have to contest the validity or enforceability of the Borrower Surety Agreements, the Selas SAS Guaranty, the CFR Guaranty, the Selas SAS Surety Agreements, the Selas SAS Guaranty, the CFR Guaranty or any other Loan Document, for any reason whatsoever. The Borrower, the U.S. Guarantors and the European Subsidiaries hereby acknowledge and agree that the term '"Obligations,' " as defined in their respective Borrower Surety Agreements and the Selas SAS Surety Agreements Agreements, includes, without limitation, all of the obligations, now or hereafter arising, of Borrower to the Bank, whether under the Credit Agreement, the Agreement or other Loan Documents, as amended, or otherwise. The Borrower and each U.S. Guarantor hereby acknowledge and agree that the term '"Guaranteed Obligations,' " as defined in their respective Selas SAS Surety Agreements Agreements, includes, without limitation, all of the obligations, now or hereafter arising, of Selas SAS to the Bank, whether under the Selas SAS Term Loan Agreements, the Selas SAS Facility Agreement, any document or agreement now or hereafter executed in connection with the Advance Payment Guarantees that may now or hereafter be issued by the Bank on behalf of Selas SAS, the other Loan Documents, or otherwise. The Borrower, each U.S. Guarantor and each European Subsidiary hereby acknowledge and agree that the Borrower Surety Agreements and Agreements, the Selas SAS Surety Agreements, the Selas SAS Guaranty, the CFR Guaranty, and any other suretyship agreements executed by them in favor of the Bank or its affiliates, are ratified, reaffirmed and confirmed in all respects, shall continue in full force and effect, and are valid, binding and enforceable against the parties thereto as if executed as of the date hereof. The Borrower, the U.S. Guarantors, and the European Subsidiaries agree to execute and deliver to the Bank such additional documentation deemed necessary or appropriate by the Bank, in its sole and absolute discretion, to achieve the purpose of this section of this Second Third Waiver Agreement.

Appears in 1 contract

Sources: Third Waiver and Amendment Agreement (Selas Corp of America)

Reaffirmation of Guaranties. In consideration FrontView REIT, Inc. (the “REIT”) and each of the undertakings undersigned Subsidiary Guarantors has read this Amendment No. 1 and consents to the terms hereof and further hereby confirms and agrees that, notwithstanding the effectiveness of this Amendment No. 1, the obligations of such Person under each of the Bank pursuant Loan Documents to this Second Waiver Agreement which such Person is a party shall not be impaired and each of the Loan Documents to which such Person is a party is, and shall continue to be, in full force and effect and is hereby confirmed and ratified in all respects. Each of the Borrowers and the other Loan DocumentsREIT hereby acknowledges and agrees that the Guaranteed Obligations under, and as defined in, the BorrowerParent Guaranty dated as of October 3, each U.S. Guarantor 2024, by the REIT in favor of the Administrative Agent and each European Subsidiary hereby reaffirm the Borrower Surety AgreementsLenders will include all Obligations under, and as defined in, the Selas SAS Surety AgreementsAmended Credit Agreement. Each of the Borrowers and the undersigned Subsidiary Guarantors hereby acknowledges and agrees that the Guaranteed Obligations under, and as defined in, the other Loan Documents Subsidiary Guaranty dated as of October 3, 2024, will include all Obligations under, and all as defined in, the Amended Credit Agreement. Each of their respective obligations thereunderthe REIT and the undersigned Subsidiary Guarantors acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment No. The Borrower and each U.S. 1, none of the REIT or any Subsidiary Guarantor hereby consent to the execution and delivery is required by the Borrower, the U.S. Guarantors, and the European Subsidiaries of this Second Waiver Agreement, the other Waiver Documents and the other Loan Documents and all other documents and instruments to be executed pursuant hereto or in connection herewith. The Borrower, each U.S. Guarantor and each European Subsidiary hereby waive any right it may have to contest the validity or enforceability terms of the Borrower Surety Agreements, Selas SAS Surety Agreements, the Selas SAS Guaranty, the CFR Guaranty Credit Agreement or any other Loan Document, for any reason whatsoever. The U.S. Guarantors and the European Subsidiaries hereby acknowledge and agree that the term 'Obligations,' as defined in their respective Borrower Surety Agreements and the Selas SAS Surety Agreements includes, without limitation, all of the obligations, now or hereafter arising, of Borrower Document to consent to the Bank, whether under amendments to the Credit Agreement effected pursuant to this Amendment No. 1 and (ii) nothing in the Credit Agreement, the this Amendment No. 1 or any other Loan Documents, as amended, or otherwise. The Borrower and each U.S. Guarantor hereby acknowledge and agree that Document shall be deemed to require the term 'Guaranteed Obligations,' as defined in their respective Selas SAS Surety Agreements includes, without limitation, all consent of the obligations, now REIT or hereafter arising, of Selas SAS any Subsidiary Guarantor to any future amendments to the Bank, whether under the Selas SAS Term Loan Agreements, the Selas SAS Facility Agreement, any document or agreement now or hereafter executed in connection with the Advance Payment Guarantees that may now or hereafter be issued by the Bank on behalf of Selas SAS, the other Loan Documents, or otherwise. The Borrower, each U.S. Guarantor and each European Subsidiary hereby acknowledge and agree that the Borrower Surety Agreements and the Selas SAS Surety Agreements, and any other suretyship agreements executed by them in favor of the Bank or its affiliates, are ratified, reaffirmed and confirmed in all respects, shall continue in full force and effect, and are valid, binding and enforceable against the parties thereto as if executed as of the date hereof. The Borrower, the U.S. Guarantors, and the European Subsidiaries agree to execute and deliver to the Bank such additional documentation deemed necessary or appropriate by the Bank, in its sole and absolute discretion, to achieve the purpose of this section of this Second Waiver Credit Agreement.

Appears in 1 contract

Sources: Credit Agreement (FrontView REIT, Inc.)

Reaffirmation of Guaranties. In consideration Veris Residential, Inc. (the “Parent”) and each of the undertakings undersigned Subsidiary Guarantors has read this Amendment No. 2 and consents to the terms hereof and further hereby confirms and agrees that, notwithstanding the effectiveness of this Amendment No. 2, the obligations of such Person under each of the Bank pursuant Loan Documents to this Second Waiver Agreement and the other Loan Documents, the Borrower, each U.S. Guarantor which such Person is a party shall not be impaired and each European Subsidiary hereby reaffirm of the Borrower Surety Agreements, the Selas SAS Surety Agreements, the other Loan Documents and all of their respective obligations thereunder. The Borrower and each U.S. Guarantor hereby consent to the execution and delivery by the Borrower, the U.S. Guarantorswhich such Person is a party is, and the European Subsidiaries of this Second Waiver Agreementshall continue to be, the other Waiver Documents in full force and the other Loan Documents effect and is hereby confirmed and ratified in all other documents and instruments to be executed pursuant hereto or in connection herewithrespects. The Borrower, each U.S. Guarantor and each European Subsidiary hereby waive any right it may have to contest the validity or enforceability Each of the Borrower Surety Agreementsand the Parent hereby acknowledges and agrees that the Guaranteed Obligations under, Selas SAS Surety Agreementsand as defined in, the Selas SAS GuarantyParent Guaranty dated as of April 22, 2024, by the Parent in favor of the Administrative Agent and the Lenders will include all Obligations under, and as defined in, the CFR Loan Agreement (as amended hereby). Each of the Borrower and the undersigned Subsidiary Guarantors hereby acknowledges and agrees that the Guaranteed Obligations under, and as defined in, the Subsidiary Guaranty dated as of April 22, 2024, will include all Obligations under, and as defined in, the Loan Agreement, as amended hereby. Each of the Parent and the undersigned Subsidiary Guarantors acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment No. 2, none of the Parent or any Subsidiary Guarantor is required by the terms of the Loan Agreement or any other Loan DocumentDocument to consent to the amendments to the Loan Agreement effected pursuant to this Amendment No. 2 and (ii) nothing in the Loan Agreement, for this Amendment No. 2 or any reason whatsoever. The U.S. Guarantors and other Loan Document shall be deemed to require the European Subsidiaries hereby acknowledge and agree that the term 'Obligations,' as defined in their respective Borrower Surety Agreements and the Selas SAS Surety Agreements includes, without limitation, all consent of the obligations, now Parent or hereafter arising, of Borrower any Subsidiary Guarantor to any future amendments to the Bank, whether under the Credit Agreement, the other Loan Documents, as amended, or otherwise. The Borrower and each U.S. Guarantor hereby acknowledge and agree that the term 'Guaranteed Obligations,' as defined in their respective Selas SAS Surety Agreements includes, without limitation, all of the obligations, now or hereafter arising, of Selas SAS to the Bank, whether under the Selas SAS Term Loan Agreements, the Selas SAS Facility Agreement, any document or agreement now or hereafter executed in connection with the Advance Payment Guarantees that may now or hereafter be issued by the Bank on behalf of Selas SAS, the other Loan Documents, or otherwise. The Borrower, each U.S. Guarantor and each European Subsidiary hereby acknowledge and agree that the Borrower Surety Agreements and the Selas SAS Surety Agreements, and any other suretyship agreements executed by them in favor of the Bank or its affiliates, are ratified, reaffirmed and confirmed in all respects, shall continue in full force and effect, and are valid, binding and enforceable against the parties thereto as if executed as of the date hereof. The Borrower, the U.S. Guarantors, and the European Subsidiaries agree to execute and deliver to the Bank such additional documentation deemed necessary or appropriate by the Bank, in its sole and absolute discretion, to achieve the purpose of this section of this Second Waiver Agreement.

Appears in 1 contract

Sources: Revolving Credit and Term Loan Agreement (Veris Residential, L.P.)