Guarantee Agreement Amendments Sample Clauses

Guarantee Agreement Amendments. (a) The defined term “
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Guarantee Agreement Amendments. Sections 2(a)-2(e) of the Guarantee Agreement are each hereby amended and restated in its entirety to read as follows:
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Guarantee Agreement Amendments. Subject to the satisfaction of the terms and conditions set forth in Section 5 of this Amendment, the U.S. Guarantee Agreement is amended as follows (the “U.S. Guarantee Amendments”): (a)The third paragraph of the preamble to the U.S. Guarantee Agreement is hereby amended by replacing the reference to “U.S. Borrower” therein with “Crown Holdings.” (b)Section 20 of the U.S. Guarantee Agreement is hereby amended by (i) replacing the phrase “U.S. Borrower that was not in existence on the date of the Credit Agreement” in such section with “Crown Holdings (subject to the exceptions set forth in Section 7.14 of the Credit Agreement)” and (ii) deleting the phrase “upon becoming a wholly-owned U.S. Subsidiary”. (c)Annex I to the U.S. Guarantee Agreement is hereby amended by amending and restating paragraph C of the recitals thereto as follows: “C. The Guarantors have entered into the U.S. Guarantee Agreement in order to induce the Lenders to make Loans and the Facing Agents to issue Letters of Credit. Pursuant to Section 7.14 of the Credit Agreement, each wholly-owned U.S. Subsidiary of Crown Holdings (subject to the exceptions set forth in Section 7.14 of the Credit Agreement) is required to enter into the U.S. Guarantee Agreement as a Guarantor. Section 20 of the U.S. Guarantee Agreement provides that additional wholly-owned U.S. Subsidiaries of Crown Holdings (subject to the exceptions set forth in Section 7.14 of the Credit Agreement) may become Guarantors under the U.S. Guarantee Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned wholly-owned U.S. Subsidiary of the Crown Holdings (the “New Guarantor”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Guarantor under the U.S. Guarantee Agreement in order to induce the Lenders to make additional Loans and the Facing Agents to issue additional Letters of Credit and as consideration for Loans previously made and Letters of Credit previously issued.” 3.U.S.
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Guarantee Agreement Amendments. Section 3.1. The Guarantee Agreement is, effective as of the Amendment No. 1 Effective Date, hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages of the Guarantee Agreement attached as Exhibit C hereto, except that any Schedule or Exhibit to the Guarantee Agreement not amended pursuant to the terms of this Amendment or otherwise included as part of said Exhibit C shall remain in effect without any amendment or other modification thereto.
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Guarantee Agreement Amendments. Subject to the terms of Section 7, Motorola will enter into the amendments to the Bridge Guarantee Agreement pursuant to which only the changes necessary to effect the Extension Amendment, the Commitment Increase Amendment and the Handset Increase Amendments shall be made to the Bridge Guarantee Agreement; provided, however, that Motorola shall not be required to agree to (i) a Guarantee Agreement amendment corresponding to the Commitment Increase (the "Guarantee Increase") to the extent Motorola's liability relating to such Guarantee Increase would exceed $350 million (inclusive of principal and interest) or (ii) a Guarantee Agreement amendment corresponding to the Handset Increase (the "Handset Guarantee") to the extent Motorola's liability relating to such Handset Guarantee would exceed $175 million (inclusive of principal and interest); provided, further, that Motorola shall not be required to (i) enter into the Handset Guarantee unless the Commitments(and corresponding borrowings) under the Bridge Agreement have been permanently reduced to $275 million or less (not including the Commitment Increase or the Handset Increase) pursuant to Section 2(b) or (ii) agree to a Handset Maturity Date that is later than the date that is one year after the Permanent Funding Date. In addition, subject to the terms of Section 7, Motorola will enter into any amendment to a Guarantee Agreement, and will consent to any amendment or other modification of a Credit Agreement, pursuant to which solely the following changes shall be made: (i) the maximum liability of Motorola under such agreement shall be reduced and (ii) the Commitment of the Lenders shall be reduced. (e)
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Guarantee Agreement Amendments. Subject to the terms of Section 8, Motorola will enter into the Guarantee Agreement Amendments pursuant to which only the changes necessary to effect the foregoing shall be made to the Guarantee Agreement; provided, however, that Motorola shall not be required to agree to a Guarantee Agreement Amendment corresponding to the Commitment Increase (the "Guarantee Increase") to the extent Motorola's liability relating to such Guarantee Increase would exceed $350 million (inclusive of principal and interest). In addition, subject to the terms of Section 8, Motorola will enter into any amendment to a Guarantee Agreement, and will consent to any amendment or other modification of a Credit Agreement, pursuant to which solely the following changes shall be made: (i) the maximum liability of Motorola under such agreement shall be reduced, (ii) the Commitment of the Lenders shall be reduced and (iii) Section 9(n) of the Bridge Agreement shall be amended so that Motorola shall not be required to retain, free and clear of all Liens, more than 13,266,713 Class 1 Interests (as such number may be affected from time to time by stock splits, stock dividends, recapitalizations, etc.).
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Related to Guarantee Agreement Amendments

  • Guarantee Agreement By executing and delivering this Assumption Agreement, the Successor Guarantor, as provided in Section 3.12 of the Guarantee Agreement, hereby becomes a party to the Guarantee Agreement as a Guarantor thereunder with the same force and effect as if originally named therein as a Guarantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Guarantor thereunder.

  • Credit Agreement Amendments The Credit Agreement is hereby amended as follows:

  • Credit Agreement; Guarantee and Collateral Agreement The Administrative Agent shall have received (i) this Agreement, executed and delivered by the Administrative Agent, Holdings, the Borrower and each Person listed on Schedule 1.1A and (ii) the Guarantee and Collateral Agreement, executed and delivered by Holdings, the Borrower and each Subsidiary Guarantor.

  • 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.

  • 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

  • Acceptance of Terms of Trust Agreement, Guarantee and Indenture THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS.

  • Credit Agreement Amendment The Credit Agreement is hereby amended as follows:

  • Complete Agreement; Amendments This Amendment and the Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements with respect to such subject matter. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of this Amendment and the Loan Documents merge into this Amendment and the Loan Documents.

  • Guarantee and Collateral Agreement By executing and delivering this Assumption Agreement, the Additional Grantor, as provided in Section 8.14 of the Guarantee and Collateral Agreement, hereby becomes a party to the Guarantee and Collateral Agreement as a Grantor thereunder with the same force and effect as if originally named therein as a Grantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Grantor thereunder. The information set forth in Annex 1-A hereto is hereby added to the information set forth in the Schedules to the Guarantee and Collateral Agreement. The Additional Grantor hereby represents and warrants that each of the representations and warranties contained in Section 4 of the Guarantee and Collateral Agreement is true and correct on and as the date hereof (after giving effect to this Assumption Agreement) as if made on and as of such date.

  • Prior Agreement; Amendments This Lease constitutes and is intended by the parties to be a final, complete and exclusive statement of their entire agreement with respect to the subject matter of this Lease. This Lease supersedes any and all prior and contemporaneous agreements and understandings of any kind relating to the subject matter of this Lease. There are no other agreements, understandings, representations, warranties, or statements, either oral or in written form, concerning the subject matter of this Lease. No alteration, modification, amendment or interpretation of this Lease shall be binding on the parties unless contained in a writing which is signed by both parties.

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