Guarantee Agreements. The Guarantee Agreements have been duly authorized by the Company and duly qualified under the 1939 Act and, when validly executed and delivered by the Company, and assuming due authorization, execution and delivery of the Guarantee Agreements by the Guarantee Trustee, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting enforcement of creditors' rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).
Guarantee Agreements. The Eligible Lender Trustee is party to a valid and binding Guarantee Agreement with each Guarantee Agency guaranteeing a Financed Student Loan.
Guarantee Agreements. (a) Prior to or concurrent with the delivery of the Notes to the Trustee for authentication in accordance with Section 2.4, the Issuer shall cause each Material Domestic Subsidiary to execute and deliver to the Trustee, for the benefit of the Holders of the Notes, a Guarantee Agreement. The Obligations of each Guarantor will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any Credit Agreement Guarantees) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under the Indenture, result in the obligations of such Guarantor under its Guarantee Agreement not constituting a fraudulent conveyance or fraudulent transfer under federal or state law.
Guarantee Agreements. Subject to Section 10.5 hereof, the Guarantors hereby, jointly and severally, unconditionally guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes held thereby and the Obligations of the Company hereunder and thereunder, that: (a) the principal of and interest on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturity, by acceleration, redemption or otherwise, and interest on the overdue principal (to the extent permitted by law), interest on any interest, if any, and all other payment Obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full and performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration, redemption or otherwise. Failing payment when so due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Guarantee Agreements, and shall entitle the Holders to accelerate the Obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Company. The Guarantors hereby agree that their Obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any release of any Collateral, any amendment of this Indenture, the Notes or the Security Documents, any delays in obtaining or realizing upon or failure to obtain or realize upon the Collateral, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims wit...
Guarantee Agreements. Two originals of each of the Guaranty Agreements dated as of the date of this Agreement, duly executed by each of the Guarantors;
Guarantee Agreements. The Capital Securities Guarantee Agreement has been duly authorized by the Company and duly qualified under the 1939 Act and, when validly executed and delivered by the Company, and assuming due authorization, execution and delivery of the Capital Securities Guarantee Agreement by the Guarantee Trustee, will constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting enforcement of creditors' rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).
Guarantee Agreements. 1. The Commission shall conclude a guarantee agreement with each implementing partner on the granting of the EU guarantee up to an amount to be determined by the Commission. In the event that implementing partners form a group a single guarantee agreement shall be concluded between the Commission and each implementing partner within the group or with one implementing partner on behalf of the group.
Guarantee Agreements. Each of the Common Securities Guarantee Agreement and the Capital Securities Guarantee Agreement has been duly authorized by the Company and, when validly executed and delivered by the Company, and assuming due authorization, execution and delivery of the Capital Securities Guarantee Agreement by the Guarantee Trustee, will constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting enforcement of creditors' rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).
Guarantee Agreements. 1.10.1 As the Trust Guarantee Agreement and the LLC Guarantee Agreement (the "Guarantee Agreements") by their terms are guarantees for the benefit of each Holder from time to time of a Trust Security or an LLC Preferred Security, as the case may be, and contain a provision to the effect that no rights thereunder shall exist for a Holder or former Holder other than those of such Holder with respect to the Trust Securities or LLC Preferred Security held by him, it is our view that the rights of a Holder under the Dutch Security, with respect to a Trust Security or an LLC Preferred Security, as the case may be, that is transferred to a subsequent Holder, will be transferred as a matter of law to that subsequent Holder, pursuant to section 6:251 of the Netherlands Civil Code. It should be noted, however, that we are not aware of any legal precedent concerning such a transfer or of any legal writer specifically addressing this issue. Furthermore, section 6:251 of the Netherlands Civil Code is not applicable in the case of a transfer of a Trust Security or an LLC Preferred Security as a consequence of a general transfer (onder algemene titel) of assets of a Holder (such as may be the case inter alia upon a legal merger or upon a person's death). In that case the rules applicable to such general transfer should decide as to the effects of such transfer on the rights under the Guarantee Agreements.
Guarantee Agreements. The Obligations are Guaranteed by the Subsidiary Guarantors pursuant to the terms of the Subsidiary Guarantee, Pledge and Security Agreement and by NNO pursuant to the terms of the NNO Guarantee Agreement.
