Continuity of Guaranteed Obligations; Bankruptcy or Insolvency Sample Clauses

Continuity of Guaranteed Obligations; Bankruptcy or Insolvency. If all or any part of any payment applied to any Guaranteed Obligation is or must be recovered, rescinded or returned to the Borrower, the Guarantor or any other Person (other than the Lenders) for any reason whatsoever (including, without limitation, bankruptcy or insolvency of any party), such Guaranteed Obligation shall be deemed to have continued in existence and this Agreement shall continue in effect as to such Guaranteed Obligation, all as though such payment had not been made. For the avoidance of doubt, the bankruptcy, insolvency, or dissolution of, or the commencement of any case or proceeding under any bankruptcy, insolvency, or similar law in respect of, the Borrower or any other Borrower Party shall not require the Guarantor to make any payment under this Agreement until all of the conditions in Section 2 and Section 4 have been satisfied (including, without limitation, the exhaustion of all Lender Remedies).
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Continuity of Guaranteed Obligations; Bankruptcy or Insolvency. (a) This Agreement and the guaranty contained herein is a continuing and irrevocable guaranty of collection of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect; provided that the Parent Guarantor shall be released from its guarantee obligations and other obligations under this Agreement as follows: (i) with respect to the Guaranteed Term Loan Obligations, on the date on which all Term Loans outstanding under the Term Loan Agreement have been repaid in full and all commitments to lend thereunder, if any, shall have terminated (the “Term Loan Guaranty Termination Date”), (ii) with respect to the Guaranteed Revolving Credit Obligations, upon termination of the Aggregate Commitments and payment in full of all Guaranteed Revolving Credit Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Revolving Agent and the L/C Issuer shall have been made) (the “Revolving Credit Guaranty Termination Date”) and (iii) with respect to all of the Guaranteed Obligations, the date upon which the aggregate amount of all payments made by the Parent Guarantor pursuant to this Agreement and applied to any Guaranteed Obligations equals or exceeds the Cap (the “Cap Date”). This Agreement shall terminate on the earlier to occur of (x) the Cap Date and (y) the Final Termination Date; provided that the foregoing release and termination shall not apply to any obligations that, pursuant to Section 11 hereof, expressly survive the termination of this Agreement, repayment of the Guaranteed Obligations or termination of the Aggregate Commitments.
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Continuity of Guaranteed Obligations; Bankruptcy or Insolvency. If all or any part of any payment applied to any Guaranteed Obligation is or must be recovered, rescinded or returned to a Guarantor for any reason whatsoever (including, without limitation, bankruptcy or insolvency of any party), such Guaranteed Obligation shall be deemed to have continued in existence and this Guaranty shall continue in effect as to such Guaranteed Obligation, all as though such payment had not been made. Upon the bankruptcy, insolvency, or dissolution of, or the commencement of any case or proceeding under any bankruptcy, insolvency, or similar law in respect of, the Expansion Club or any of the undersigned, or upon the default of the Expansion Club or any of the undersigned under the Expansion Agreement, the undersigned will forthwith pay and perform in full all outstanding Guaranteed Obligations, including any that would not otherwise then be due and payable, provided that any such payment is permitted under applicable bankruptcy, insolvency or similar laws.
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Continuity of Guaranteed Obligations; Bankruptcy or Insolvency. If all or any part of any payment applied to any Guaranteed Obligations is or must be recovered, rescinded or returned to the Primary Obligor, the Guarantor or any other Person (other than the Preferred Members) for any reason whatsoever (including, without limitation, bankruptcy or insolvency of any party), such Guaranteed Obligations shall be deemed to have continued in existence and this Agreement shall continue in effect as to such Guaranteed Obligations, all as though such payment had not been made. For the avoidance of doubt, the bankruptcy, insolvency or dissolution of, or the commencement of any case or proceeding under any bankruptcy, insolvency or similar law in respect of, the Primary Obligor shall not require the Guarantor to make any payment under this Agreement until all of the conditions in Sections 2, 3 and 5 have been satisfied (including, without limitation, the exhaustion of all Investor Remedies in accordance with Section 2).
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Related to Continuity of Guaranteed Obligations; Bankruptcy or Insolvency

  • Definition of Guaranteed Obligations As used herein, the term “Guaranteed Obligations” means:

  • Prior Payment of Guaranteed Obligations In any proceeding under any Bankruptcy Law relating to any other Loan Party, each Guarantor agrees that the Secured Parties shall be entitled to receive payment in full in cash of all Guaranteed Obligations (including all interest and expenses accruing after the commencement of a proceeding under any Bankruptcy Law, whether or not constituting an allowed claim in such proceeding (“Post Petition Interest”)) before such Guarantor receives payment of any Subordinated Obligations.

  • Invalidity of Guaranteed Obligations The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including without limitation the fact that (a) the liability comprising the Guaranteed Obligations, or any part thereof, exceeds the amount permitted by law, (b) the act of creating the Guaranteed Obligations or any part thereof is ultra xxxxx, (c) the officers or representatives executing the Note, the Loan Agreement or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (d) the liability comprising the Guaranteed Obligations, or any part thereof, violates applicable usury laws, (e) the Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from Borrower, (f) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (g) the Note, the Loan Agreement or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower or any other Person be found not liable on the Guaranteed Obligations or any part thereof for any reason.

  • Bankruptcy; Insolvency The Lessee agrees that in the event all or a substantial portion of the Lessee’s assets are placed in the hands of a receiver or a Trustee, and such status continues for a period of 30 days, or should the Lessee make an assignment for the benefit of creditors or be adjudicated bankrupt; or should the Lessee institute any proceedings under the bankruptcy act or any amendment thereto, then such Lease or interest in and to the leased Premises shall not become an asset in any such proceedings and, in such event, and in addition to any and all other remedies of the Lessor hereunder or by law provided, it shall be lawful for the Lessor to declare the term hereof ended and to re-enter the leased land and take possession thereof and all improvements thereon and to remove all persons therefrom and the Lessee shall have no further claim thereon.

  • Reinstatement of Guarantied Obligations If claim is ever made on the Administrative Agent or any other Guarantied Party for repayment or recovery of any amount or amounts received in payment or on account of any of the Guarantied Obligations, and the Administrative Agent or such other Guarantied Party repays all or part of said amount by reason of (a) any judgment, decree or order of any court or administrative body of competent jurisdiction, or (b) any settlement or compromise of any such claim effected by the Administrative Agent or such other Guarantied Party with any such claimant (including the Borrower or a trustee in bankruptcy for the Borrower), then and in such event each Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding on it, notwithstanding any revocation hereof or the cancellation of the Credit Agreement, any of the other Loan Documents, or any other instrument evidencing any liability of the Borrower, and such Guarantor shall be and remain liable to the Administrative Agent or such other Guarantied Party for the amounts so repaid or recovered to the same extent as if such amount had never originally been paid to the Administrative Agent or such other Guarantied Party.

  • Bankruptcy, Insolvency or Reorganization Proceedings If an Event of Default specified under Section 9.1.12 [Relief Proceedings] shall occur, the Lenders shall be under no further obligations to make Loans hereunder and the Issuing Lender shall be under no obligation to issue Letters of Credit and the unpaid principal amount of the Loans then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness of the Borrower to the Lenders hereunder and thereunder shall be immediately due and payable, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived; and

  • Guaranteed Obligations The Company, jointly and severally with any other guarantors, hereby absolutely, unconditionally and irrevocably guarantees to the Agent and the Lenders on a continuing basis the full, complete and punctual payment when due, whether at stated maturity, by acceleration or otherwise, of any and all sums due from, and any and all Obligations of the Borrower to the Agent and the Lenders now or hereafter existing under the Notes, the Letters of Credit, the Secured Hedging Obligations and the Amended and Restated Credit Agreement, without regard to the Borrower's use of the proceeds of the Loans, the Letters of Credit or the Secured Hedging Obligations, whether for principal, premium, interest, fees, costs, expenses or otherwise, including, without prejudice to the generality of the foregoing, the prompt payment of the Notes and payment of interest and premium thereon at the times and in the manner specified in the Notes and the Amended and Restated Credit Agreement, prompt payment of amounts owing pursuant to the issuance of the Letters of Credit, prompt payment of the Secured Hedging Obligations at the times and in the manner specified in the documentation therefor and the payment of any and all expenses (including reasonable counsel fees and expenses) incurred by the Agent and the Lenders in enforcing any rights under the Notes, the Letters of Credit, the Secured Hedging Obligations, the Amended and Restated Credit Agreement and this Agreement. Without limiting the generality of the foregoing, the Company's liability shall extend to all amounts that would be owed by the Borrower to the Agent and the Lenders under the Amended and Restated Credit Agreement but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower. Each of the obligations guaranteed as set forth in this Section 2.1 is hereinafter referred to severally as a "Guaranteed Obligation" and collectively as the "Guaranteed Obligations".

  • Termination for Bankruptcy/Insolvency Either Party may terminate this Agreement immediately following written notice to the other Party if the other Party (i) ceases to do business in the normal course, (ii) becomes or is declared insolvent or bankrupt, (iii) is the subject of any proceeding related to its liquidation or insolvency (whether voluntary or involuntary) which is not dismissed within ninety (90) calendar days or (iv) makes an assignment for the benefit of creditors.

  • Limitation on Guaranteed Obligations (a) Notwithstanding any provision herein contained to the contrary, each Guarantor’s liability hereunder shall be limited to an amount not to exceed as of any date of determination the greater of:

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