BY THE GUARANTOR Sample Clauses

BY THE GUARANTOR. In order to induce the Agent and the Lenders to accept this Guaranty Agreement, the Guarantor represents and warrants to the Agent and the Lenders (which representations and warranties will survive the creation of the Obligations and any extension of credit thereunder) that:
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BY THE GUARANTOR. The Guarantor may not assign, transfer, novate or dispose of any of, or any interest in, its rights and/or obligations under this Guarantee but this Guarantee shall continue in force and be binding on any successor of the Guarantor.
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BY THE GUARANTOR. The Guarantor represents and warrants that:
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BY THE GUARANTOR. The Guarantor unconditionally and irrevocably guarantees in favour of the Purchaser the punctual performance by Integrated Partners of each and every covenant and agreement of Integrated Partners pursuant to this Agreement and pursuant to any of the Ancillary Agreements to which Integrated Partners is a party, including any indemnification amount and any amount contemplated in this Agreement and payable by Integrated Partners in connection with termination of this Agreement. The Guarantor covenants in favour of the Purchaser to pay any amount when due under or in connection with this Agreement or any Ancillary Agreement to which Integrated Partners is a party, immediately on demand by the Purchaser as if it were the principal obligor, and covenants to indemnify the Purchaser immediately on demand against any Loss of the Purchaser suffered as a result of any obligation of Integrated Partners under or in connection with this Agreement or any Ancillary Agreement to which it is a party being unenforceable, illegal, invalid or void. The obligations of the Guarantor under this Section 7.17 will not be affected by any act, omission or thing which, but for this Section 7.17, would reduce, release or prejudice any of its obligations under this Section 7.17, whether or not known to the Guarantor, including any amendment or waiver of any provision of this Agreement or any Ancillary Agreement. Nothing in this Section 7.17 or elsewhere in this Agreement will prevent the Guarantor from being able to assert any defense or any provision relating to limitation on indemnification that Integrated Partners may assert under this Agreement or any of the Ancillary Agreements.
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BY THE GUARANTOR. The Guarantor guarantees by way of independent guarantee undertakings (selbstständige Garantieversprechen), pursuant to § 311 of the German Civil Code (BGB), that the following statements (“Guarantor’s Guarantees”) are true and correct, in each case as of the date hereof and as of the Closing Date:
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Related to BY THE GUARANTOR

  • Waiver by the Guarantor The Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against the Borrower or any other Person.

  • Waiver by the Guarantors Each Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against the Company or any other Person.

  • Benefit to the Guarantor The Borrower is a member of an affiliated group of companies that includes each Guarantor, and the Borrower and the Guarantors are engaged in related businesses. Each Guarantor is a Subsidiary of the Borrower and its guaranty and surety obligations pursuant to this Agreement reasonably may be expected to benefit, directly or indirectly, it; and it has determined that this Agreement is necessary and convenient to the conduct, promotion and attainment of the business of such Guarantor and the Borrower.

  • Covenants of the Guarantor The Guarantor covenants and agrees through the Termination Date, that:

  • Consent of the Guarantors Each Guarantor hereby consents, acknowledges and agrees to the amendments and other matters set forth herein and hereby confirms and ratifies in all respects the Guaranty to which it is a party (including without limitation the continuation of each Guarantor’s payment and performance obligations thereunder upon and after the effectiveness of this Amendment and the amendments, waivers and consents contemplated hereby) and the enforceability of the applicable Guaranty against the applicable Guarantor in accordance with its terms.

  • Guarantor In the event that there is a guarantor of this Lease, said guarantor shall have the same obligations as Lessee under this Lease.

  • Reaffirmation of the Guaranty Each Guarantor hereby ratifies, confirms, acknowledges and agrees that its obligations under its Guaranty are in full force and effect and that such Guarantor continues to unconditionally and irrevocably guarantee the full and punctual payment, when due, whether at stated maturity or earlier by acceleration or otherwise, all of the Guaranteed Obligations (as defined in its Guaranty), as such Guaranteed Obligations may have been amended by this Agreement, and its execution and deliver of this Agreement does not indicate or establish an approval or consent requirement by such Guarantor under its Guaranty in connection with the execution and delivery of amendments to the Credit Agreement, the Notes or any of the other Loan Documents.

  • Subsidiary Guarantor The Guaranteeing Subsidiary hereby agrees to be a Subsidiary Guarantor under the Indenture and to be bound by the terms of the Indenture applicable to Subsidiary Guarantors, including Article 10 thereof.

  • Delivery of the Funding Agreement and the Guarantee The Trust hereby authorizes the Custodian, on behalf of the Indenture Trustee, to receive the Funding Agreement from Principal Life and the Guarantee from PFG pursuant to the assignment of the Funding Agreement and Guarantee (the “Assignment”), to be entered into on the Original Issue Date, included in the closing instrument dated as of the Original Issue Date (the “Closing Instrument”).

  • Release of a Subsidiary Guarantor Upon (i) the sale or disposition of a Subsidiary Guarantor (or all or substantially all of its assets) or (ii) the cessation by a Subsidiary Guarantor to guarantee any other Indebtedness of the Company or any other Subsidiary Guarantor other than a De Minimis Guaranteed Amount, in each case which is otherwise in compliance with the terms of this Indenture, including but not limited to the provisions of Section 10.02, such Subsidiary Guarantor shall be deemed released from all of its Guarantee and related obligations in this Indenture without any further action by the Trustee, the Company or such Subsidiary Guarantor. Subject to Section 8.07, upon the Company’s election, in compliance with the conditions set forth in Article Eight hereof, to exercise its rights pursuant to either Section 8.02 or 8.03 with respect to all outstanding Securities, each Subsidiary Guarantor shall be deemed released from all of its Guarantee and related obligations in this Indenture without any further action by the Trustee, the Company or any Subsidiary Guarantor. The Trustee shall deliver an appropriate instrument evidencing such release upon receipt of a request by the Company accompanied by an Officers’ Certificate and, in the case of the release of a Subsidiary Guarantor pursuant to clause (i) of the first sentence of this Section 10.04, an Opinion of Counsel certifying that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture. Any Subsidiary Guarantor not so released remains liable for the full amount of principal of and interest on the Securities as provided in this Article Ten.

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