Continuing Guarantee; Termination Clause Samples

The "Continuing Guarantee; Termination" clause establishes that a guarantor’s obligations under a guarantee remain in effect until the guarantee is formally terminated according to the terms specified in the agreement. In practice, this means the guarantor is responsible for covering the obligations of the principal party, such as loan repayments or contractual duties, until the guarantee is properly revoked, often requiring written notice or fulfillment of certain conditions. This clause ensures that the beneficiary of the guarantee has ongoing security for the obligations covered, while also providing a clear process for ending the guarantor’s liability, thereby managing risk and clarifying the duration of the guarantor’s commitment.
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Continuing Guarantee; Termination. This Guaranty may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and permitted assigns until the Obligations payable under this Guaranty have been paid in full. Notwithstanding the foregoing, this Guaranty shall terminate and the Guarantor shall have no further obligations under this Guaranty as of the earliest to occur of (i) the consummation of the Closing, (ii) payment of 50% of the Parent Termination Fee to the Guaranteed Parties pursuant to the Agreement by the Guarantor and (iii) the 30th day after any termination of the Agreement in accordance with its terms unless, in the case of this clause (iii), the Guaranteed Parties shall have presented a written claim for payment of any Obligations to the Guarantor or commenced litigation against the Guarantor under and pursuant to this Guaranty prior to such 30th day, in which case this Guaranty shall terminate upon (x) the final, non-appealable resolution of such claim or litigation or (y) written agreement among the Guarantor and the Guaranteed Parties resolving such claim, and in each case the satisfaction by the Guarantor of any obligations as so finally determined or agreed upon. Notwithstanding the foregoing, in the event that a Guaranteed Party or any of its controlled affiliates or its or their successors and assigns asserts in writing in any litigation or other proceeding that the provisions of Section 1 hereof limiting the Guarantor’s liability to the Cap, that the provisions of Section 1 of the Guaranty of even date entered into between Blackstone Real Estate Partners IX L.P. (the “Blackstone Investor”) and the Guaranteed Parties (the “Blackstone Investor Guaranty”) limiting the Blackstone Investor’s liability to the Cap (as defined in the Blackstone Investor Guaranty) or that any other provisions of this Guaranty or the Blackstone Investor Guaranty are, in any case, illegal, invalid or unenforceable in whole or in part, or asserts any theory of liability against any of Parent, MergerCo 1, MergerCo 2, any assignees thereof permitted under the Agreement, the Guarantor, the Blackstone Investor or any Non-Recourse Party (as defined below or in the Blackstone Investor Guaranty) with respect to the transactions contemplated by the Agreement, the Equity Commitment Letter of even date herewith by and among the Guarantor and Parent (the “Equity Commitment Letter”) or the Equity Commitment Letter of even date herewith by and amon...
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Continuing Guarantee; Termination. (a) This Limited Guarantee shall remain in full force and effect and shall be binding on Guarantor, its successors and assigns until the Guaranteed Obligations are satisfied in full or any claim may be made by Parent or the Company (for themselves or on behalf of any Parent Indemnified Party) for payment of any of the Guaranteed Obligations. Notwithstanding the foregoing, this Limited Guarantee shall terminate and Guarantor shall have no further Guaranteed Obligations under this Limited Guarantee as of the earlier of (i) thirty (30) days following receipt by Parent and the Company of written notice of the Final Disposition of the Specified Dispute, as described below, provided that if, as of such date, any claims for payment of any Guaranteed Obligations have been made
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Continuing Guarantee; Termination. This is a continuing guarantee and applies to all Obligations whenever arising and in any amount. This Guarantee is irrevocable and will, unless otherwise extended, remain in full force and effect until the payment in full of the Obligations and all amounts payable hereunder and under the Loan Agreement.
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Continuing Guarantee; Termination. This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment when due, and not of collection only, and the obligations of the Guarantor hereunder shall not be conditioned or contingent upon the pursuit by the Guaranteed Party at any time of any right or remedy against the Company or against any other Person which may be or become liable in respect of all or any part of the Obligations.
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Continuing Guarantee; Termination. SUBJECT TO SECTION 3.7, THIS GUARANTEE IS A CONTINUING GUARANTEE AND SHALL CONTINUE IN FULL FORCE AND EFFECT UNTIL SUCH TIME AS ALL GUARANTIED OBLIGATIONS SHALL HAVE BEEN INDEFEASIBLY PAID IN FULL.
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Continuing Guarantee; Termination 
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Related to Continuing Guarantee; Termination

  • When Termination Effective Termination under Article will take effect as provided for in the Notice.

  • RESIGNATION/TERMINATION The Warrant Agent may resign its duties and be discharged from all further duties and liabilities hereunder (except liabilities arising as a result of the Warrant Agent’s bad faith, gross negligence or willful misconduct) after giving thirty (30) calendar days’ prior written notice to the Company. The Company may remove the Warrant Agent upon thirty (30) calendar days’ written notice, and the Warrant Agent shall thereupon in like manner be discharged from all further duties and liabilities hereunder, except as have been caused by the Warrant Agent’s bad faith, gross negligence or willful misconduct. The Company shall cause to be mailed promptly (by first class mail, postage prepaid) to each registered Holder at such Holder’s last address as shown on the register of the Company, at the Company’s expense, a copy of such notice of resignation or notice of removal, as the case may be. Upon such resignation or removal the Company shall promptly appoint in writing a new warrant agent. If the Company shall fail to make such appointment within a period of sixty (60) calendar days after it has been notified in writing of such resignation by the resigning Warrant Agent or after such removal, then the Holder of any Warrant may apply to any court of competent jurisdiction for the appointment of a new warrant agent. A resignation or removal of the Warrant Agent and appointment of a successor Warrant Agent will become effective only upon the successor Warrant Agent’s acceptance of appointment. Pending appointment of a successor to the Warrant Agent, either by the Company or by such a court, the duties of the Warrant Agent shall be carried out by the Company. Any successor warrant agent, whether appointed by the Company or by such a court, shall be a Person, organized under the laws of the United States or of any state thereof and authorized under such laws to conduct a shareholder services business, be subject to supervision and examination by a Federal or state authority, and have a combined capital and surplus of not less than $100,000,000 as set forth in its most recent published annual report of condition; or in the case of such capital and surplus requirement, a controlled affiliate of such a Person meeting such capital and surplus requirement. After acceptance in writing of such appointment by the new Warrant Agent, such successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities under this Agreement as if it had been originally named herein as the Warrant Agent, without any further assurance, conveyance, act or deed; but if for any reason it shall be necessary or expedient to execute and deliver any further assurance, conveyance, act or deed, the same shall be done at the expense of the Company and shall be legally and validly executed and delivered by the resigning or removed Warrant Agent. Not later than the effective date of any such appointment, the Company shall send notice thereof to the resigning or removed Warrant Agent and shall forthwith cause a copy of such notice to be mailed (by first class, postage prepaid) to each registered Holder at such Holder’s last address as shown on the register of the Company. Failure to give any notice provided for in this Section 12(j), or any defect in any such notice, shall not affect the legality or validity of the resignation of the Warrant Agent or the appointment of a successor Warrant Agent, as the case may be.

  • Termination and Severance Pay A. In the event the Employee is terminated pursuant to Paragraph B hereof and the Employee is willing and able to perform the duties of the position under this agreement, upon execution of a Separation Agreement and General Release, the Employer agrees to pay the Employee a lump sum cash payment equal to three (3) months aggregate annual salary, exclusive of other forms of compensation, less standard withholdings, in addition to the continuation of medical, dental and vision insurance benefits during the three (3) month period immediately following the date of termination. However, in the event the Employee is terminated because the Employee has been convicted of a misdemeanor or a felony, or if the County determines that the Employee has engaged in unprofessional and improper practice, other than negligence, and breach of public trust, including but not limited to illegal acts involving personal gain, or moral turpitude, the County shall be entitled to terminate the Employee immediately without any severance pay, or medical, dental and vision insurance continuation aside from COBRA. B. In the event the Employer at any point during the term of this agreement reduces the salary or other financial benefits of the Employee in a greater percentage than reductions to all other employees of Employer, or if Employer refuses, following a written request to comply with any provision benefiting Employee herein; or the Employee resigns following a suggestion, whether formal or informal, by the Sheriff that he or she resign, then, in that event, Employee may, at his or her option, be deemed to be terminated at the date of such reduction or refusal to comply within the meaning and context of the herein severance pay provision. C. In the event the Employee voluntarily resigns his or her position with the County as Major then the Employee shall give the County thirty (30) days written notice in advance, unless the parties otherwise agree. The provision for severance pay and continuation of employment benefits detailed in SECTION 3, Paragraph A shall not apply to a voluntary resignation.

  • Effective Period, Termination and Amendment This Agreement shall become effective as of the date of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto, and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing in the case of a termination by the Fund, and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodian; provided, however that the Custodian shall not act under Section 2.9 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of a particular U.S. Securities System, as required by the 1940 Act or any applicable Rule thereunder, and that the Custodian shall not act under Section 2.10 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of the Direct Paper System; provided further, however, that the Fund shall not amend or terminate this Agreement in contravention of any applicable federal or state regulations, or any provision of the Fund’s articles of incorporation, agreement of trust, by-laws and/or registration statement (as applicable, the "Governing Documents"); and further provided that the Fund may at any time by action of its Board (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Agreement in the event of the appointment of a conservator or receiver for the Custodian by the United States Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the Agreement, the Fund shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its reasonable costs, expenses and disbursements, provided that the Custodian shall not incur any costs, expenses or disbursements specifically in connection with such termination unless it has received prior approval from the Fund, such approval not to be unreasonably withheld.

  • Termination and Severance Executive shall be entitled to receive benefits upon termination of employment only as set forth in this Section 4: