Certain Guarantees. The parties acknowledge that Seller and/or its Affiliates (as applicable) have executed the following guarantees for the benefit of the indicated companies: (i) Eagle Industrial Products Corporation Self-Guarantee Application regarding Amerace-Rubber Dump ($100,000); (ii) Amerace-Esna Road ($35,000); (iii) Continuing Contract of Parent Guaranty of Payment by Eagle Industries, Inc. for the benefit of Amerace Corporation (regarding lease of equipment from IBM; payments of approximately $380,000 remain outstanding over the remaining term of the underlying lease). Buyer agrees promptly following the Closing Date, to use its best efforts to cause itself to be substituted as guarantor or provide other collateral necessary to cause the release of Seller and/or its Affiliates (as applicable) as guarantor. Buyer hereby agrees to indemnify and hold Seller and its Affiliates harmless from and against any loss, cost, expense or liability (including reasonable attorneys' fees and expenses), which may arise in connection with any such guarantees.
Certain Guarantees. Contemporaneously with and as a condition and material inducement to the execution and delivery of this Agreement (a) by the Buyers, the Seller Guarantor shall execute and deliver to the Buyers a Guaranty Agreement in the form attached hereto as Exhibit D and (b) by the Seller, the Xxxxx Tulsa Guarantor and the HEP Tulsa Guarantor shall each execute and deliver to the Seller a Guaranty Agreement in the form attached hereto as Exhibit E.
Certain Guarantees. Each of Realogy, Wyndham, and, if applicable, Travelport agrees, jointly and severally, to guarantee the prompt payment when due of all amounts payable under the Cendant Deferred Compensation Plan, the Realogy Deferred Compensation Plans, the Wyndham Deferred Compensation Plan and, if applicable, the Travelport Deferred Compensation Plans, in each case, in respect of all periods prior to the end of the 2005 plan year (“Common Arrangements”) and only in the event that the primary obligor under the applicable Common Arrangement fails to satisfy its payment obligations thereunder.
Certain Guarantees. Notwithstanding Section 8.1(f), two or more issues of Non-recourse Indebtedness of the Borrowers and/or one or more Subsidiaries may not be cross-guaranteed or cross-collateralized unless (a) each of such guarantees constitutes Non-recourse Indebtedness, (b) the loan-to-value ratio of each item of Non-recourse Indebtedness shall not exceed 75% as of the date of its incurrence and (c) the total value of all Real Estate subject to such pooled Non-recourse Indebtedness shall not exceed 40% of the Combined Total Asset Value of the Combined Group as of the date of the incurrence of such Non-recourse Indebtedness. Nothing in this Section 8.11 shall be interpreted to permit any Indebtedness that would cause a violation of Sections 9.4, 9.5 or 9.6 of this Agreement.
Certain Guarantees. Except as otherwise expressly permitted by this Agreement (including Section 9.14) or such Guarantee, any Guarantee shall cease to be in full force and effect, or any Guarantor shall disavow its obligations under its Guarantee; THEN (i) upon the occurrence of any Event of Default described in the foregoing Section 7.5 in respect of any Borrower or TWI, the unpaid principal amount of and accrued interest on all Loans and Notes then outstanding to each Borrower shall automatically become immediately due and payable, without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by each Borrower, and the obligation of each Lender to make any Loan hereunder shall thereupon terminate, and (ii) upon the occurrence and during the continuance of any other Event of Default, the Administrative Agent shall, upon the written request of the Required Lenders, by written notice to the Borrowers, declare all Loans and all Notes then outstanding to each Borrower to be, and the same shall forthwith become, due and payable, together with accrued interest thereon and any other Obligations and the obligation of each Lender to make any Loan hereunder shall thereupon terminate. Notwithstanding anything contained in the foregoing paragraph, if at any time within 60 days after an acceleration of the Loans pursuant to the preceding paragraph, the Borrowers shall pay all arrears of interest and all payments on account of principal which shall have become due otherwise than by acceleration (with interest on principal and, to the extent permitted by law, on overdue interest, at the rates specified in this Agreement) and all Defaults (other than non-payment of the principal of and accrued interest on the Loans, in each case which is due and payable solely by virtue of acceleration) shall be remedied or waived pursuant to Section 9.2, then the Two Thirds Lenders, by written notice to the Borrowers, may at their option rescind and annul the acceleration and its consequences; but such action shall not affect any subsequent Default or impair any right consequent thereon. The provisions of this paragraph are intended merely to bind the Lenders to a decision which may be made at the election of the Two Thirds Lenders and are not intended to benefit the Borrowers and do not grant the Borrowers the right to require the Lenders to rescind or annul any acceleration hereunder, even if the conditions set forth herein are met.
Certain Guarantees. Seller and Buyer shall cooperate and use their respective commercially reasonable efforts to obtain from the respective beneficiary, in form and substance reasonably satisfactory to Seller, on or before the Closing, valid and binding written releases of Seller from any Liability, whether arising before, on or after the Closing Date, under the guarantees listed on Schedule 5.19 (each a “Scheduled Guarantee”), which shall be effective as of the Closing, including, as applicable, by providing substitute guarantees. If any Scheduled Guarantee has not been released as of the Closing Date, then Seller and Buyer shall use their respective commercially reasonable efforts after the Closing to cause each such unreleased Scheduled Guarantee to be released promptly. Buyer shall indemnify and hold harmless Seller from and after the Closing for any amounts required to be paid under any Scheduled Guarantees.
Certain Guarantees. Schedule 4.23 of the Seller Disclosure Schedule sets forth a list as of the date of this Agreement of each guarantee by Seller or one or more of its Controlled Affiliates (other than the Acquired Companies) pursuant to which Seller or one or more of such Controlled Affiliates guarantees liabilities or obligations of one or more Acquired Companies in excess of $100,000 under such guarantee.
Certain Guarantees. Parent and Buyer shall indemnify Xxx Xxxxxx, Xxxxx Xxxxxx, Xxxxx Xxxxxxx and Xxxxxxxxx with respect to their personal guarantees of equipment leases which comprise the Assumed Liabilities and are set forth in Section 7.1 of the Disclosure Schedule.
Certain Guarantees. Not later than 10 days following the Closing, ------------------ Buyer will cause the Sellers to be released from each Guaranty or similar arrangement pursuant to which Sellers have agreed to provide security or be liable with respect to any loan or advance of money by any third party or financial institution, equipment lessor, landlord or the like providing goods or services or making available real property for the benefit of the Company; provided, however, Buyer shall not be obligated pursuant to this Section 5(d) with respect to any such guaranty which relates to any debt or any obligation of any kind not reflected on or reserved for in the Most Recent Balance Sheet or specifically described on Annex IV.
Certain Guarantees. Borrower hereby absolutely, irrevocably and unconditionally guarantees the performance of all agreements of Ball and Excalibur (or their respective heirs, successors and assigns) now or hereafter existing under the Warrants issued by them to any Person in accordance with the Loan Documents. In the event of any failure of Ball or Excalibur to perform when due any obligations under any of the Warrants, Borrower will immediately perform the same at the time, place, funds and manner provided for in the Warrants, without set-off, counterclaim or deduction of any kind. The obligations of Borrower set forth in this Section 2(i) shall survive the termination of this Agreement and the final repayment of the Advance.
