Co-Borrower Clause Samples

Co-Borrower. Notwithstanding anything to the contrary contained in this Agreement, the parties hereto agree that the Co-Borrower shall be a co-borrower with respect to all Loans and other Obligations of the Lux Borrower hereunder, and each reference herein to “the Lux Borrower” or to the “Borrower” with respect to any Loans or Obligations of the Lux Borrower hereunder shall be deemed to be a reference to each of the Lux Borrower and the Co-Borrower, jointly and severally. Each of the Lux Borrower and the Co-Borrower shall be jointly and severally liable for all such Loans and other Obligations, regardless of which Borrower actually receives the benefit thereof or the manner in which they account for such Loans and Obligations on their books and records. Upon the commencement and during the continuation of any Event of Default, the Agents and the applicable Lenders may (in accordance with the terms of this Agreement and the other Loan Documents) proceed directly and at once, without notice, against either the Lux Borrower or the Co-Borrower, or both, to collect and recover the full amount, or any portion of, such Obligations, without first proceeding against the other Borrower or any other person, or any security or collateral for such Obligations. Each of the Lux Borrower and the Co-Borrower consents and agrees that neither the Agents nor the Lenders shall be under any obligation to marshal any assets in favor of any Borrower or against or in payment of any or all of such Obligations.

Co-Borrower. (a) Each of KDP and ▇▇▇▇▇ agrees that it is jointly and severally liable for the obligations of each Borrower hereunder with respect to all Obligations, including with respect to any Class of Loans, the payment of principal of and interest on all Loans, the payment of fees and indemnities and reimbursement of costs and expenses. Each of KDP and Maple is accepting joint and several liability hereunder in consideration of the financial accommodations to be provided by the Administrative Agent and the Lenders under this Agreement and the other Loan Documents, for the mutual benefit, directly and indirectly, of each of the Borrowers and in consideration of the undertakings of each of the Borrowers to accept joint and several liability for the obligations of each of them. Each of KDP And Maple, jointly and severally, hereby irrevocably and unconditionally accepts, as a co-debtor, joint and several liability with the other Borrower, with respect to the payment and performance of all of the Obligations, it being the intention of the parties hereto that all Obligations shall be the joint and several obligations of both of the Borrowers without preferences or distinction among them. If and to the extent that any Borrower shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of such Obligations in accordance with the terms thereof, then in each such event the other Borrower will make such payment with respect to, or perform, such Obligations. Notwithstanding the foregoing, this Section 9.21(a) shall be subject to Section 9.21(c) below. (b) The Parent (in such capacity, the “Borrower Agent”) shall act as the representative and agent of the Borrowers for all purposes under this Agreement and the other Loan Documents, including requests for Loans, designation of interest rates, delivery or receipt of communications, receipt and payment of Obligations, requests for (and execution of) waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with the Administrative Agent or any Lender. The Administrative Agent and the Lenders shall be entitled to rely upon, and shall be fully protected in relying upon, any notice or communication delivered by the Borrower Agent on behalf of any Borrower. Notwithstanding anything herein to the contrary, any notice, agreement, document, or other communication, or any action or obligation, in each...

Co-Borrower. A person who does not meet the requirements for approval as a Qualified Purchaser, but who is necessary as a co-borrower in order for an Ownership Applicant to obtain financing, may be listed on title to the Subject Property provided that: (1) the Ownership Applicant provides the Administrator with a letter from the Lender stating the co-borrower’s name and relationship to the Ownership Applicant, and that the co-borrower is necessary and must be listed on title in order for the Ownership Applicant to obtaining financing to purchase the Subject Property; and (2) the Ownership Applicant and the co-borrower enter into a Co-Borrower Agreement providing that, in the event the co- borrower takes full title to the Subject Property for any reason, the co-borrower shall notify the Administrator immediately, and shall either sell the Subject Property to a Qualified Purchaser or otherwise comply with the terms of this Covenant within one year of the date that the co-borrower takes full title.

Co-Borrower. Within thirty (30) days of the closing of the Merger, Borrower shall cause Tyme Technologies, Inc. to become a co-Borrower and take the actions required by Section 6.12 of the Loan Agreement

Co-Borrower. Notwithstanding anything to the contrary contained in this Agreement, the parties hereto agree that the Co-Borrower shall be a co-borrower with respect to all Loans and other Obligations of the Lux Borrower hereunder, and each reference herein to “the Lux Borrower” or to the “Borrower” with respect to any Loans (other than Revolving Loans and related extensions of credit incurred directly by the Lux Borrower) or Obligations of the Lux Borrower hereunder shall be deemed to be a reference to each of the Lux Borrower and the Co-Borrower, jointly and severally. Each of the Lux Borrower and the Co-Borrower shall be jointly and severally liable for all such Loans and other Obligations, regardless of which Borrower actually receives the benefit thereof or the manner in which they account for such Loans and Obligations on their books and records. Upon the commencement and during the continuation of any Event of Default, the Agents and the applicable Lenders may (in accordance with the terms of this Agreement and the other Loan Documents) proceed directly and at once, without notice, against either the Lux Borrower or the Co-Borrower to collect and recover the full amount, or any portion of, such Obligations, without first proceeding against the other Borrower or any other Person, or any security or collateral for such Obligations. Each of the Lux Borrower and the Co-Borrower consents and agrees that neither the Agents nor the Lenders shall be under any obligation to marshal any assets in favor of any Borrower or against or in payment of any or all of such Obligations.

Co-Borrower. (a) Goodyear shall have the right to elect, for any reason, including a change in the tax laws of any relevant jurisdiction, to designate a portion of the Loans as Co-Borrower Loans of the Co-Borrower. In addition to the initial designation under this paragraph (a) with respect to the Co-Borrower, Goodyear will have the ability on up to three additional occasions during the term of this Agreement to designate additional Loans as Co-Borrower Loans of the Co-Borrower or to designate Co-Borrower Loans of the Co-Borrower as no longer being Co-Borrower Loans. Each such designation shall be effected by a written notice to the Administrative Agent by Goodyear and the Co-Borrower (1) which shall specify (A) the aggregate amount of the Loans so designated and (B) the Borrowing or Borrowings (or portions thereof) constituting such Co-Borrower Loans, and (2) pursuant to which the Co-Borrower shall become liable for all of the obligations of Goodyear in respect of such specified Co-Borrower Loans and to be bound by the terms of this Agreement in respect of such Co-Borrower Loans, including all obligations to repay principal, to pay interest and to pay all other amounts from time to time due in respect of such Co-Borrower Loans, provided that Goodyear shall remain liable, on a joint and several basis with the Co-Borrower, for all obligations of the Co-Borrower in respect of such Co-Borrower Loans. The aggregate amount of Co-Borrower Loans at any time outstanding shall not exceed $800,000,000. If any designation under this paragraph (a) results in the aggregate amount of Co-Borrower Loans outstanding exceeding $800,000,000 such designation shall be considered to be in error and shall be void to the extent of such excess. Such excess amount shall not constitute a Co-Borrower Loan or be part of or comprise Co-Borrower Loans and the principal amount of the Co-Borrower Loan to which such designation relates shall be restored to the amount permitted hereunder, and the amount to which the designation relates shall be reduced to the extent necessary such that the aggregate amount of Co-Borrower Loans outstanding shall equal, and as intended not exceed, $800,000,000 (and such excess shall be a Borrowing pursuant to which Goodyear is the sole Borrower hereunder). No designation under this paragraph (a) may be given pursuant to which the Co-Borrower becomes a co-obligor with respect to any Co-Borrower Loans unless Goodyear has delivered a Canadian Tax Opinion to the Administrativ...

Co-Borrower. In this Agreement, the “

Co-Borrower. Co-Borrower Co- Borrower Co-Borrower

Co-Borrower g) That until any moneys are due or outstanding under this Agreement, the Borrower shall ensure that the insurance policy/ies wherein the Lender is the sole beneficiary are valid, subsisting and operative by complying with the terms of issue of such insurance policy/ies including the timely payment of the premium for such policy/ies and agree to produce the necessary proof/receipts of such validity / subsistence / operativeness to the Lender whenever required. h) The Borrower shall promptly inform the Lender of any loss or damage to Property due to any act of God or damage or other risks against which the Property may not have been insured. i) The Borrower shall pay all municipal taxes, ground rent and such other municipal and local charges in accordance with the municipal laws and regulations. j) The Borrower shall allow any person authorized by the Lender to have free access to the Property for the purpose of inspection. k) The Borrower shall promptly give written notice to the Lender of (i) any dispute which might arise between the Borrower and any person or any governmental body or authority relating to or concerning the Property. i) Any distress or execution being levied against the Property ii) Any material circumstances affecting the ability of the Borrower to repay the Loan in the manner stipulated hereunder.