Looking for an agreement? Search from over 1 million agreements now.
Home > Guarantees/Continuing Guarantees > Agreement Preview

Continuing Limited Guaranty

This is an actual contract by Warner Chilcott.
Browse the agreement preview below and buy the entire agreement for $35
Search This Document
CONTINUING LIMITED NON-RECOURSE AND COLLATERALIZED GUARANTY


THIS LIMITED CONTINUING NON-RECOURSE AND COLLATERALIZED GUARANTY (the "Guaranty") made by WARNER CHILCOTT (BERMUDA) LIMITED ("Guarantor"), an exempted company incorporated under the laws of Bermuda, in favor of PNC BANK, NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States, having an office located at Two Tower Center Boulevard, East Brunswick, New Jersey 08816, as Agent for the Lenders under the Loan Agreement (as such terms are hereinafter defined).


W I T N E S S E T H:


WHEREAS, pursuant to a certain Revolving Credit and Security Agreement dated of even date herewith by and between Warner Chilcott, Inc., a Delaware corporation (the "Borrower"), PNC Bank, National Association and one or more financial institutions named therein or which hereafter become a party thereto (together with PNC Bank, National Association, collectively, the "Lenders") and PNC Bank, National Association as the agent for the Lenders (PNC Bank, National Association in such capacity, the "Agent") (as such may be amended from time to time, the "Loan Agreement"), the Lenders have agreed to make certain Revolving Advances to the Borrower; and


WHEREAS, as a condition precedent to the making of the Revolving Advances by the Lenders to the Borrower, the Guarantor has agreed to pledge certain trademarks and trademark applications pursuant to a Trademark Collateral Assignment and Security Agreement dated the date hereof, as security for the Lender's repayment in full of all Obligations (as such term is defined in the Loan Agreement) in accordance with the provisions of this Guaranty.


NOW, THEREFORE, in consideration of the premises and in order to induce the Lenders to make and/or continue to make the Revolving Advances (as each such term is defined in the Loan Agreement), the Guarantor hereby agrees with the Lenders as follows:


1. In consideration of the Revolving Advances made pursuant to the
terms of the Loan Agreement and Other Documents, and to enable the
Revolving Advances to be maintained or obtained by the Borrower under the
terms of the Loan Agreement, the Guarantor hereby irrevocably and
unconditionally guarantees the full, prompt and unconditional payment,
when due, whether by acceleration or otherwise, of any and all
liabilities, indebtedness, agreements or obligations of the Borrower, in
connection with the Obligations whether direct or indirect, now existing
or hereafter arising, contingent or absolute, joint or several, matured or
unmatured, together with interest thereon and all attorneys' fees, costs
and expenses of collection incurred by the Lenders in enforcing any of
such indebtedness; provided, however, that the Guarantor's obligations
hereunder shall be limited solely to any proceeds received by the Bank
upon the liquidation of the security interest granted in paragraph 12
hereof (the "Obligations of the Borrower" or "Obligations").


2. This Guaranty shall extend to and cover every extension or
renewal of, and every obligation accepted in substitution for, any
Obligations of the Borrower, which extensions, renewals or substitutions
are herein consented and agreed to, and the Guarantor shall be bound
hereby irrespective of the existence, value or condition of any collateral
the Lenders may at any time hold or the validity, irregularity or
enforceability of any instrument, writing or arrangement relating to any
such Obligations of the Borrower or collateral and irrespective of any
present or future law or order of any government (whether of right or in
fact) or of any


agency thereof, purporting to reduce, amend or otherwise affect any
Obligations of the Borrower or to vary the terms of payment of the
Obligations.


3. The Guarantor hereby warrants and represents as follows:


(a) The Guarantor has the legal capacity to execute, deliver
and carry out the terms of this Guaranty and all other instruments
and documents delivered and to be delivered by it in connection
herewith.


(b) This Guaranty has been duly executed and delivered and
constitutes the valid and legally binding obligation of the
Guarantor, enforceable in accordance with its terms.


(c) No consent or approval of any person or waiver of any lien
or right of distraint or similar right, and no consent, license,
approval or authorization of or registration, qualification,
designation, declaration or filing with any governmental authority
on the part of the Guarantor is required in connection with the
execution and delivery of this Guaranty.


(d) The Guarantor is not in default under any indenture,
mortgage, deed of trust, agreement or other instrument to which it
is a party or by which it is bound. The Guarantor is not in default
in any material respect under any applicable statute, rule, order,
decree or regulation of any court, arbitrator or governmental body
or agency having jurisdiction over the Guarantor.


(e) The execution, delivery and the performance of, and
compliance with, this Guaranty on the part of the Guarantor will not
(with or without the giving of notice or lapse of time, or both)
result in any violation of, or be in conflict with, or constitute a
default under, the terms of any contract, note indenture or other
agreement to which the Guarantor is a party, or of any judgment,
decree, order, statute, rule or regulation to which the Guarantor is
subject.


(f) The Guarantor is not a party to any agreement or
instrument or subject to any restrictions materially and adversely
affecting the business, properties or financial condition of the
Guarantor.


(g) There are no outstanding judgments, actions, proceedings,
claims or investigations pending or threatened before any court or
governmental body which may materially and adversely affect the
business, properties or financial condition of the Guarantor.


(h) All financial statements of the Guarantor previously
supplied to the Lenders are true and correct in all material
respects and present fairly the financial position of the Guarantor
as of the dates therein stated.


(i) The Guarantor has filed all tax returns which are required
to be filed, and has paid all taxes which have become due pursuant
to such returns or pursuant to any assessment received by it.


(j) Neither the financial statements referred to in subsection
(h), nor any certificate, statement, report or other document
furnished to the Lenders by the Guarantor in connection herewith or
in connection with any transaction contemplated hereby, nor this
Guaranty contain any untrue statement of material fact or omit to
state any material fact necessary in order to make the statements
contained therein
-- End of Preview --
Home| About Us| FAQ| Subscription | Contact Us |