Completion Guaranties Sample Clauses

Completion Guaranties. (xv) With respect to any Auto Receivable, all counterparts of any installment sale contracts, together with evidence of title with respect to the security therefor;
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Completion Guaranties. Molasky shall cause Affiliates reasonably acceptable to the lender of the Voya Loan to execute payment and completion guaranties with respect to such loan reasonably acceptable to such lender and the guarantors; provided that the .amount guarantied does not exceed $100,000,000. Unless at such time there is an uncured material default under the Voya Loan such guaranties will terminate on the Final Completion Date, as defined in the New Development Agreement.
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Completion Guaranties. The Original Contractor Guarantor has executed and delivered the Original Completion Guaranty, a copy of which is attached as Exhibit J-1, under which it shall guarantee to the Concessionaire and the Department the performance and completion of all of the Original Design-Build Contractor’s obligations under the Original Design-Build Contract (including, but not limited to, its warranty and indemnification obligations). The NEXT Contractor Guarantor is executing and delivering the NEXT Completion Guaranty, a copy of which is attached as Exhibit J-2 as of the Second Amended and Restated Agreement Date, under which it shall guarantee to the Concessionaire and the Department the performance and completion of all of the NEXT Design-Build Contractor’s obligations under the NEXT Design-Build Contract (including, but not limited to, its warranty and indemnification obligations).
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Completion Guaranties. 74 SECTION 5.5. Taxes and Charges; Obligations in Ordinary Course of Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74 SECTION 5.6. Chief Executive Office; Corporate Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74 SECTION 5.7. ERISA Compliance and Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75 SECTION 5.8. Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76 SECTION 5.9. Access to Books and Records; Examinations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77 SECTION 5.10. Third Party Audit Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77 SECTION 5.11. Maintenance of Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78 SECTION 5.12. Material Adverse Effect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78 SECTION 5.13. Further Assurances; Security Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78 SECTION 5.14. Performance of Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79 SECTION 5.15. Copyright . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79 SECTION 5.16. Film Properties and Rights; Credit Parties to Act as Pledgeholder. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80 SECTION 5.17. Laboratories; No Removal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80 SECTION 5.18. Lab Access Letter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81 SECTION 5.19.
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Completion Guaranties. Obtain a Completion Guaranty from an Approved Completion Guarantor on terms and conditions satisfactory to the Agent naming the Agent for the benefit of the Lenders as a beneficiary thereunder to the extent of the Credit Party's financial interest for all Product which a Credit Party is producing or in which a Credit Party has an Investment which is subject to completion risk.
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Completion Guaranties. In the event that, at any time or from time to time, a guaranty (or letter of credit or cash collateral in lieu of a guaranty) is required in connection with the completion of the Project pursuant to the terms of any Financing approved pursuant to Section 2.02(f) (individually, a “Completion Guaranty” and collectively, the “Completion Guaranties”), and such Completion Guaranty has been approved by the Completion Guarantor and the Members in connection with the approval of the applicable Financing pursuant to Section 2.02(f), the JV Member, either directly or through an Affiliate of the JV Member (individually and collectively, the “Completion Guarantor”), shall make such Completion Guaranty. The Completion Guarantor shall not receive any fees or other compensation for making a Completion Guaranty. The form, amount and terms and conditions of any Completion Guaranty shall be approved by the Members as part of the approval of the applicable Financing pursuant to Section 2.02(f).
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Completion Guaranties. 12 Section 6.3
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Related to Completion Guaranties

  • Contractor Guaranties Contractor shall:

  • Guaranties Guarantee or become liable in any way as surety, endorser (other than as endorser of negotiable instruments for deposit or collection in the ordinary course of business), accommodation endorser or otherwise for, nor pledge or hypothecate any assets of Borrower as security for, any liabilities or obligations of any other person or entity, except any of the foregoing in favor of Bank.

  • Guaranty Agreements Any Guaranty Agreement or any provision thereof shall for any reason cease to be in full force and effect or valid and binding on or enforceable against any Credit Party or a Credit Party shall so state in writing or bring an action to limit its obligations or liabilities thereunder; or any Credit Party shall fail to perform any of its obligations thereunder; or

  • Collateral Documents and Guaranties Each Lender hereby further authorizes Agent to enter into each Collateral Document as secured party on behalf of and for the benefit of Lenders and agrees to be bound by the terms of each Collateral Document; provided that, -------- subject to any provision of subsection 10.6 requiring the consent of any additional Lenders, Agent shall not enter into or consent to any amendment, modification, termination or waiver of any provision contained in any Collateral Document or any Guaranty without the prior consent of Requisite Lenders, but Agent may (i) release any Lien covering any items of Collateral that are the subject of a sale or other disposition of assets permitted by this Agreement or to which Requisite Lenders have consented and (ii) release any Guarantor (other than any Borrower or Holdings) from its Guaranty if all of the capital stock of such Guarantor is sold to a Person that is not any Affiliate of Company pursuant to a sale or other disposition permitted hereunder or to which Requisite Lenders have consented. Anything contained in any of the Loan Documents to the contrary notwithstanding, each Lender agrees that no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce any of the Guaranties, it being understood and agreed that all rights and remedies under the Collateral Documents and the Guaranties may be exercised solely by Agent for the benefit of Lenders in accordance with the terms thereof.

  • Guaranty Each Guarantor hereby absolutely and unconditionally, jointly and severally guarantees, as primary obligor and as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all Secured Obligations (for each Guarantor, subject to the proviso in this sentence, its “Guaranteed Obligations”); provided that (a) the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor and (b) the liability of each Guarantor individually with respect to this Guaranty shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code of the United States or any comparable provisions of any applicable state law. Without limiting the generality of the foregoing, the Guaranteed Obligations shall include any such indebtedness, obligations, and liabilities, or portion thereof, which may be or hereafter become unenforceable or compromised or shall be an allowed or disallowed claim under any proceeding or case commenced by or against any debtor under any Debtor Relief Laws. The Administrative Agent’s books and records showing the amount of the Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon each Guarantor, and conclusive for the purpose of establishing the amount of the Secured Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Secured Obligations or any instrument or agreement evidencing any Secured Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Secured Obligations which might otherwise constitute a defense to the obligations of the Guarantors, or any of them, under this Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing.

  • Obligations relating to Project Agreements 5.2.1 It is expressly agreed that the Concessionaire shall, at all times, be responsible and liable for all its obligations under this Agreement notwithstanding anything contained in the Project Agreements or any other agreement, and no default under any Project Agreement or agreement shall excuse the Concessionaire from its obligations or liability hereunder.

  • Guaranty Agreement FOR VALUE RECEIVED, the receipt and sufficiency of which is hereby acknowledged, and in consideration of the agreement of United Development Corporation (the "Developer") to permit deferral of the Developer Fee pursuant to the Development Fee Agreement due from United Development Co., L.P.- 97.1 a Tennessee limited partnership ("Debtor") to the Developer, the undersigned Guarantor(s), hereby unconditionally guaranty the full and prompt payment when due, whether by acceleration or otherwise of that certain Developer Fee from Debtor to the Developer, evidenced by the Development Fee Agreement dated the even date herewith, and incorporated herein by this reference. The foregoing described debt is referred to hereinafter as the "Liabilities" or "Liability." The undersigned further agree to pay all expenses paid or incurred by the Developer in endeavoring to collect the Liabilities, or any part thereof, and in enforcing the Liabilities or this Guaranty Agreement (including reasonable attorneys' fees if collected or enforced by law or through an attorney-at-law). The undersigned hereby represent and warrant that the extension of credit or other financial accommodations by the Developer to Debtor will be to the interest and advantage of the undersigned, and acknowledge that this Guaranty Agreement is a substantial inducement to the Developer to extend credit to Debtor and that the Developer would not otherwise extend credit to Debtor. The Developer may, from time to time, without notice to or consent of the undersigned, (a) retain or obtain a security interest in any property to secure any of the Liabilities or any obligation hereunder, (b) retain or obtain the primary or secondary liability of any party or parties, in addition to the undersigned, with respect to any of the Liabilities, (c) extend or renew for any period (whether or not longer than the original period) or alter any of the Liabilities, (d) release or compromise any Liability of the undersigned hereunder or any Liability of any other party or parties primarily or secondarily liable on any of the Liabilities, (e) release, compromise or subordinate its title or security interest, or any part thereof, if any, in all or any property now or hereafter securing any of the Liabilities or any obligation hereunder, and permit any substitution or exchange for any such property, and (f) resort to the undersigned for payment of any of the Liabilities, whether or not the Developer shall have resorted to any property securing any of the Liabilities or any obligation hereunder or shall have preceded against any other party primarily or secondarily liable on any of the Liabilities. The undersigned hereby expressly waive: (a) notice of the existence or creation of all or any of the Liabilities, (b) notice of any amendment or modification of any of the instruments or documents evidencing or securing the Liabilities, (c) presentment, demand, notice of dishonor and protest, (d) all diligence in collection or protection of or realization upon the Liabilities or any thereof, any obligation hereunder, or any security for any of the foregoing, and (e) the right to require the Developer to proceed against Debtor on any of the Liabilities. In the event any payment of Debtor to the Developer is held to constitute a preference under the bankruptcy laws, or if for any other reason the Developer is required to refund such payment or pay the amount thereof to any other party, such payment by Debtor to the Developer shall not constitute a release of Guarantor from any Liability hereunder, but Guarantor agrees to pay such amount to the Developer upon demand and this Guaranty shall continue to be effective or shall be reinstated, as the case may be, to the extent of any such payment or payments. No delay or failure on the part of the Developer in the exercise of any right or remedy shall operate as a waiver thereof, and no single or partial exercise by the Developer of any right or remedy shall preclude other or future exercise thereof or the exercise of any other right or remedy. No action of the Developer permitted hereunder shall in any way impair or affect this Guaranty Agreement. For the purpose of this Guaranty Agreement, the Liabilities of Debtor to the Developer are guaranteed notwithstanding any right or power of Debtor or anyone else to assert any claim or defense as to the invalidity or unenforceability of any such obligation, and no such claim or defense shall impair or affect the obligations of the undersigned hereunder. Payment by the Guarantor under this Guaranty Agreement shall be recorded as a capital contribution payment from the Guarantor to Debtor and, subsequently, as a payment of the Development Fee from Debtor to Developer. This Guaranty Agreement shall be binding upon the undersigned, and upon the legal representatives, heirs, successors and assigns of the undersigned. This Guaranty Agreement has been made and delivered in the state of Tennessee and shall be construed and governed under Tennessee law. Whenever possible, each provision of the Guaranty Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Guaranty Agreement shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition of invalidity, without invalidating the remainder of such provision or the remaining provisions of this Guaranty Agreement. Whenever the singular or plural number, masculine or feminine or neuter is used herein, it shall equally include the other where applicable. In the event this Guaranty Agreement is executed by more than one guarantor, this Guaranty Agreement and the obligations hereunder are the joint and several obligation of the undersigned. Guarantor consents to the jurisdiction of the courts in the State of Tennessee and/or to the jurisdiction and venue of any United States District Court in the State of Tennessee having jurisdiction over any action or judicial proceeding brought to enforce, construe or interpret this Guaranty. Guarantor agrees to stipulate in any such proceeding that this Guaranty is to be considered for all purposes to have been executed and delivered within the geographical boundaries of the State of Tennessee, even if it was, in fact, executed and delivered elsewhere.

  • Construction Contract Documents The Construction Contract Documents shall consist of the plans and specifications prepared by the Engineer, and any addenda and change orders thereto, and the Owner-Contractor Agreement, all of which shall be compatible and consistent with this Agreement.

  • Construction Contract If federal funds are included as part of the financing of the non-OPWC portion of the Project, federal law may prevail, including, but not limited to, application of Xxxxx Xxxxx prevailing wage rates, the Xxxxxxxx “Anti-Kickback” Act, the Contract Work Hours and Safety Standards Act, and any federal environmental regulations. Recipient is solely responsible for ensuring compliance with federal requirements applicable to its Local Subdivision Contribution. Notwithstanding the above, the following provisions apply to construction contracts under this Agreement:

  • Borrowings and Guaranties The Borrower shall not, nor shall it permit any Subsidiary to, issue, incur, assume, create or have outstanding any Indebtedness for Borrowed Money, or be or become liable as endorser, guarantor, surety or otherwise for any debt, obligation or undertaking of any other Person, or otherwise agree to provide funds for payment of the obligations of another, or supply funds thereto or invest therein or otherwise assure a creditor of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another, or subordinate any claim or demand it may have to the claim or demand of any other Person; provided, however, that the foregoing shall not restrict nor operate to prevent:

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