Guaranty or Indemnity Sample Clauses

Guaranty or Indemnity. To enable Riverside, Management, Alter and Xxxxxxxxx (the "Contributors") at their election to defer the recognition of gain for federal income tax purposes resulting from their contribution to SHP pursuant to Section 2.1 hereof at Closing, or at any time subsequent thereto in accordance with the terms hereof, SHP agrees to permit, and to cause its Subsidiaries to permit, the Contributors to guarantee at the Contributors' option (or indemnify SHP or its Affiliates at the Contributors' option) at or any time after the Closing, upon the request of any Contributor, indebtedness of SHP or its Subsidiaries in an amount not to exceed $10.5 million to be allocated among such Contributors as set forth in Schedule 4.13. Such guarantee or indemnity will be with respect to debt chosen by the Contributors, subject to the consent of the Xxxxxxxxx Entities with respect to which debt shall be guaranteed or indemnified, which consent shall not be unreasonably withheld, and shall guarantee or indemnify the bottom portion of such debt. The Xxxxxxxxx Entities hereby consent to the guarantee by the Contributors of the debt to be provided by PaineWebber in connection with the Merger and any indebtedness that replaces such indebtedness.
Sample 1Sample 2See All (4)
AutoNDA by SimpleDocs
Guaranty or Indemnity. Xxxxxxxxx has previously contributed to the Partnership the properties set forth on Schedule A (the "Contributed Properties"). At the Effective Date, or at any time subsequent thereto in accordance with the terms hereof, the Company and the Partnership and its respective subsidiaries will permit the Xxxxxxxxx to guarantee, or indemnify the Company, the Partnership and their respective subsidiaries for, the "bottom" portion (i.e., the least risky portion) of indebtedness of the Partnership. In the event that other partners of the Partnership or any subsidiary (including future contributors) similarly require a guarantee or indemnity of indebtedness of the Company, the Partnership and/or their respective subsidiaries, and such guarantee of indemnity of indebtedness is the "bottom" portion of the indebtedness of the Partnership, then all such partners (including Xxxxxxxxx) shall share pari passu in the "bottom" portion of such indebtedness. Notwithstanding the previous sentence, the Company and the Partnership agree to maintain (or make available for the benefit of Xxxxxxxxx) (i) during the Restricted Period (as defined below) an amount of indebtedness equal to $55,000,000, and (ii) after the Restricted Period any debt encumbering the Contributed Properties, solely for Xxxxxxxxx to guarantee (or indemnify the Company, the Partnership or their respective subsidiaries for such indebtedness). In the event that during the Restricted Period Xxxxxxxxx guarantees or indemnifies the Company, the Partnership, or their respective subsidiaries with respect to indebtedness encumbering any property of the Company, the Partnership or any subsidiary, such indebtedness shall not exceed sixty (60%) percent of the fair market value of such property, as determined by a majority of the disinterested trustees of the Company. The Company and the Partnership agree, and shall cause their respective subsidiaries to agree, to take any and all action reasonably designed so that the execution of each guarantee or indemnity by Xxxxxxxxx results in tax basis for Xxxxxxxxx for federal income tax purposes.
Sample 1
Guaranty or Indemnity. (a) AEGIS agrees to maintain, during the Restricted Period, as hereinafter defined, not less than _____________ of indebtedness (the "Debt Amount"), which indebtedness shall be made available to any Contributor receiving a Unit (the "Unit Recipient") for guarantee (or, alternatively, with respect to which AEGIS shall permit such Unit Recipient to indemnify AEGIS, as provided in this Section 15.1). AEGIS will permit the Unit Recipient to guarantee, or indemnify AEGIS or the REIT, for the "bottom" portion (i.e, the least risky portion) of the Debt Amount pari passu with other contributors, if any, with whom AEGIS has previously exchanged Units or will exchange Units in the future.
Sample 1Sample 2
Guaranty or Indemnity. In response to the request of the MM Contributors relating to their desire to defer the recognition of gain for federal income tax purposes resulting from the contribution of property to VRLP, at Closing, or at any time subsequent thereto in accordance with the terms hereof, the members of the Vornado Realty Group and the Subsidiaries will permit the MM Contributors to guarantee, or indemnify the members of the Vornado Realty Group and the Subsidiaries for, (i) during the Restricted Period applicable to the Mart Property and during the Restricted Period applicable to the Design Center Property the amount of indebtedness requested by the MM Contributors of up to $240,000,000, less reductions pursuant to Section 6.4.1(b), (the "MM Contributors' Debt Amount"), comprised of (A) any debt on the Real Property up to the MM Contributors' Debt Amount (such guarantee or indemnity to apply first to the bottom portion of such debt) and (B) to the extent such debt on the Real Property shall be less than the MM Contributors' Debt Amount, (x) the debt on other property of VRLP or its Subsidiaries up to the MM Contributors' Debt Amount, which guarantee or indemnity amount shall not exceed (at the time the guarantee or indemnity is granted) the bottom 33% of the value of such other property encumbered by the debt so guaranteed or indemnified or (y) the bottom portion of the unsecured debt of VRLP up to the MM Contributors' Debt Amount, and (ii) after the Restricted Periods applicable to the Mart Property and the Design Center Property any debt on the Real Property up to $240,000,000 (as reduced by the first sentence of Section 6.4.1(b)), solely for the MM Contributors to guarantee (or indemnify the members of the Vornado Realty Group and the Subsidiaries for such indebtedness). During the Restricted Period, the members of the Vornado Realty Group and the Subsidiaries shall maintain (or make available for the benefit of the MM Contributors) the indebtedness referred to in clause (i) of the preceding sentence. In addition, after the Restricted Period, the Vornado Realty Group and the Subsidiaries, will consider in their sole and absolute discretion a request from the MM Contributor to allow the MM Contributors to guarantee any other debt to the extent not guaranteed by any other partner of VRLP or the Subsidiaries. In the event that the MM Contributors guarantee or indemnify the Vornado Realty Group or its Subsidiaries with respect to an indebtedness encumbering any property...
Sample 1

Related to Guaranty or Indemnity

  • Guaranty Obligations Unless otherwise specified, the amount of any Guaranty Obligation shall be the lesser of the principal amount of the obligations guaranteed and still outstanding and the maximum amount for which the guaranteeing Person may be liable pursuant to the terms of the instrument embodying such Guaranty Obligation.

  • Company Indemnity The Company will indemnify and hold harmless each Holder, each of its officers, directors, agents and partners, and each person controlling each of the foregoing, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder, any underwriter, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus, offering circular or other document (including any related registration statement, notification or the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, or any violation by the Company of the Securities Act or any state securities law or in either case, any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse each Holder, each of its officers, directors, agents and partners, and each person controlling each of the foregoing, each such underwriter and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or is based (i) on any untrue statement or omission based upon written information furnished to the Company by a Holder or the underwriter (if any) therefore, (ii) the failure of a Holder to deliver at or prior to the written confirmation of sale, the most recent prospectus, as amended or supplemented or (iii) the failure of a Holder otherwise to comply with this Agreement. The indemnity agreement contained in this Section 5.6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld).

  • Waivers; Indemnity The failure of Silicon at any time or times to require Borrower to strictly comply with any of the provisions of this Agreement or any other Loan Document shall not waive or diminish any right of Silicon later to demand and receive strict compliance therewith. Any waiver of any default shall not waive or affect any other default, whether prior or subsequent, and whether or not similar. None of the provisions of this Agreement or any other Loan Document shall be deemed to have been waived by any act or knowledge of Silicon or its agents or employees, but only by a specific written waiver signed by an authorized officer of Silicon and delivered to Borrower. Borrower waives the benefit of all statutes of limitations relating to any of the Obligations or this Agreement or any other Loan Document, and Borrower waives demand, protest, notice of protest and notice of default or dishonor, notice of payment and nonpayment, release, compromise, settlement, extension or renewal of any commercial paper, instrument, account, General Intangible, document or guaranty at any time held by Silicon on which Borrower is or may in any way be liable, and notice of any action taken by Silicon, unless expressly required by this Agreement. Borrower hereby agrees to indemnify Silicon and its affiliates, subsidiaries, parent, directors, officers, employees, agents, and attorneys, and to hold them harmless from and against any and all claims, debts, liabilities, demands, obligations, actions, causes of action, penalties, costs and expenses (including reasonable attorneys' fees), of every kind, which they may sustain or incur based upon or arising out of any of the Obligations, or any relationship or agreement between Silicon and Borrower, or any other matter, relating to Borrower or the Obligations; provided that this indemnity shall not extend to damages proximately caused by the indemnitee's own gross negligence or willful misconduct. Notwithstanding any provision in this Agreement to the contrary, the indemnity agreement set forth in this Section shall survive any termination of this Agreement and shall for all purposes continue in full force and effect.

  • Seller Indemnity Seller shall, effective from and after the Closing ----------------- Date, as the sole and exclusive obligation of Seller with respect to this Agreement or the Property, except as provided further in this Section, indemnify, defend and hold Buyer harmless from and against any actual, direct damages (and reasonable attorneys' fees and other legal costs) incurred by Buyer within one (1) year of the Closing Date which Buyer can prove Buyer would not have incurred but for any inaccuracy as of the Closing Date in the representations and warranties of Seller set forth in the Section hereof entitled "Representations and Warranties of Seller," and Article 11 Entitled Brokers but specifically excluding any statement of facts, whenever occurring, that Buyer had notice of on or before the Closing Date. Such agreement by Seller to so indemnify, defend and hold Buyer harmless shall be null and void except to the extent that, within one (1) year of the Closing Date, Buyer has actually incurred such damage and Seller has received notice from Buyer pursuant to Article 9 hereof entitled "NOTICES" referring to this Section and specifying the amount nature and facts underlying any claim being made by Buyer hereunder. In addition, Seller shall indemnify defend and hold Buyer harmless from and against any actual, direct damages (and reasonable attorneys' fees and other legal costs) incurred by Buyer for a claim which: (a) is made by a third party alleging a tort committed by Seller, or (b) alleges bodily injury or property damage related to the Property and occurring before the Closing Date; provided that such claim does not arise out of or in any way relate to Hazardous Material or pollutants. Additionally, this provision does not limit the Buyer's remedies under Section 15.3 of this Agreement.

  • Special Indemnity Subject to the limitations contained in Sections 8.6.1 and 8.6.2, each of the Stockholders hereby severally and not jointly agrees to indemnify Parent Indemnified Parties against, and to protect, save and keep harmless Parent Indemnified Parties from, and to assume liability for, the payment of all Losses that may be imposed on or incurred by any Parent Indemnified Party as a consequence of or in connection with, incident to, resulting from or arising out of or in any way related to or by virtue of: (a) any misrepresentation, inaccuracy or breach of a representation or warranty by any Stockholder contained in Article III.A hereof; and (b) any action, demand, proceeding, investigation or claim by any third party (including any Governmental or Regulatory Authority) against or affecting any Parent Indemnified Party which may give rise to or evidence the existence of or relate to a misrepresentation or breach of any of the representations and warranties of any Stockholder contained in Article III.A hereof or in any certificate delivered by any Stockholder at the Closing. Any claim for indemnity made under this Section 8.2.2 shall not be construed as a claim under Section 8.2.1 hereof even if an Parent Indemnified Party could have made a claim under Section 8.2.1 hereof in respect of the same matters.

  • Limitation on Subsidiary Guarantor Liability Each Subsidiary Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Subsidiary Guarantee of such Subsidiary Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Subsidiary Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Subsidiary Guarantors hereby irrevocably agree that the obligations of such Subsidiary Guarantor will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Subsidiary Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under this Article Ten, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent transfer or conveyance. Each Subsidiary Guarantor that makes a payment for distribution under its Subsidiary Guarantee is entitled to a contribution from each other Subsidiary Guarantor in a pro rata amount based on the adjusted net assets of each Subsidiary Guarantor.

  • Guaranty of Payment; Continuing Guaranty The guarantee in this Article IV is a guaranty of payment and not of collection, and is a continuing guarantee, and shall apply to all Guaranteed Obligations whenever arising.

  • Buyer Indemnity (a) Buyer agree to indemnify Seller and hold it harmless from and against any and all liabilities, losses, damages, costs or expenses (including without limitation reasonable legal fees and expenses) incurred by the Seller to the extent that such Damages are occasioned by, caused by or arise directly out of:

  • Breakage Indemnity Each Borrower shall indemnify each Lender against any loss, cost or reasonable expense which such Lender may sustain or incur as a consequence of (i) any failure by such Borrower to fulfill on the date of any Borrowing or conversion of Advances hereunder the applicable conditions precedent set forth in Articles III and V, (ii) any failure by such Borrower to borrow any, or convert any outstanding Advance into a, Eurodollar Rate Advance hereunder after a Notice of Contract Borrowing has been delivered pursuant to Section 3.01 hereof or after delivery of a notice of conversion pursuant to Section 3.05(a)(ii) hereof, (iii) any payment, prepayment or conversion of a Eurodollar Rate Advance made to such Borrower required or permitted by any other provision of this Agreement or otherwise made or deemed made on a date other than the last day of the Interest Period applicable thereto, (iv) any default in payment or prepayment of the principal amount of any Eurodollar Rate Advance made to such Borrower or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, by irrevocable notice of prepayment or otherwise) or (v) the occurrence of any Event of Default with respect to such Borrower, including, in each such case, any loss or reasonable expense sustained or incurred or to be sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain such Advance or any part thereof as a Eurodollar Rate Advance. Such loss, cost or reasonable expense shall include an amount equal to the excess, if any, as reasonably determined by such Lender, of (A) its cost of obtaining the funds for the Eurodollar Rate Advance being paid, prepaid, converted or not borrowed for the period from the date of such payment, prepayment, conversion or failure to borrow to the last day of the Interest Period for such Advance (or, in the case of a failure to borrow, the Interest Period for such Advance which would have commenced on the date of such failure) over (B) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in reemploying the funds so paid, prepaid, converted or not borrowed for such period or Interest Period, as the case may be. For purposes of this subsection (d), it shall be presumed that in the case of any Eurodollar Rate Advance, each Lender shall have funded each such Advance with a fixed-rate instrument bearing the rates and maturities designated in the determination of the Applicable Rate for such Advance.

  • Guaranty of the Obligations Subject to the provisions of Section 7.2, Guarantors jointly and severally hereby irrevocably and unconditionally guaranty to Administrative Agent for the ratable benefit of the Beneficiaries the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) (collectively, the “Guaranteed Obligations”).

Time is Money Join Law Insider Premium to draft better contracts faster.