GUARANTEED FUNDING Sample Clauses

GUARANTEED FUNDING. Within thirty (30) days of the date of this ------------------ Agreement, ENI will acquire and maintain during the period Hall is employed and during any period of disability pursuant to this Agreement and for a period of twelve (12) months following Hall's voluntary resignation or expiration of the Term of this Agreement or the sale, transfer or assignment of his interest in the Partnership not permitted by the SHC Partnership Agreement, whichever occurs first, an insurance policy or policies providing coverage payable to ENI in the event of the death of Hall ("Insurance Policies"). The terms and issuers of the Insurance Policies shall be subject to the annual review and approval by Common Partners representing at least 66% of the Common Percentage of the Partnership. Subject to such annual review and approval of the Partnership, the Insurance Policies for Hall shall initially provide $4,000,000 of coverage, and shall thereafter increase each year in an amount equal to the increase in Hall's (a) Common Percentage in the Partnership and (b) preferred stock and preferred stock units in ENI. The Company agrees to use the proceeds of such life insurance in accordance with the redemption provisions of the SHC Partnership Agreement, to the extent permitted by the Indenture (defined below at Section 12(i) below). ------------- The Company agrees to effect the redemption transactions contemplated in the SHC Partnership Agreement, subject to any restrictions in the Indenture.
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GUARANTEED FUNDING. (a) Before the first anniversary of the Effective Time, Parent shall (i) initiate research, development or commercialization efforts on the Glucagon Program and the TR Beta Program and (ii) incur at least $350,000 in Funding for at least one of the General Programs.
GUARANTEED FUNDING. Within thirty (30) days of the date of this ------------------ Agreement, ENI will acquire and maintain during the period Xxxxxxx is employed and during any period of disability pursuant to this Agreement and for a period of twelve (12) months following Xxxxxxx'x voluntary resignation or expiration of the Term of this Agreement or the sale, transfer or assignment of Fern Limited Partnership's interest in the Partnership of his shares not permitted by the SHC Partnership Agreement, whichever occurs first, an insurance policy or policies providing coverage payable to ENI in the event of the death of Xxxxxxx ("Insurance Policies"). The terms and issuers of the Insurance Policies shall be subject to the annual review and approval by Common Partners representing at least 66% of the Common Percentage of the Partnership. Subject to such annual review and approval of the Partnership, the Insurance Policies for Xxxxxxx shall initially provide $20,000,000 of coverage, and shall thereafter increase each year in an amount equal to the increases in (a) Fern Limited Partnership's Common Percentage in the Partnership, (b) accrued and unpaid dividends on, and liquidation value of Fern Limited Partnership's preferred stock and preferred stock units in ENI and (c) Fern Limited Partnership's Unrealized Preferred Capital Contribution and unpaid Preferred Return (each as defined in the SHC Partnership Agreement). The Company agrees to use the proceeds of such life insurance in accordance with the redemption provisions of the SHC Partnership Agreement, to the extent permitted by the Indenture (defined at Section 12(i) ------------- below). The Company agrees to effect the redemption transactions contemplated in the SHC Partnership Agreement, subject to any restrictions in the Indenture.

Related to GUARANTEED FUNDING

  • Guaranteed Indebtedness No Credit Party shall create, incur, assume or permit to exist any Guaranteed Indebtedness except (a) by endorsement of instruments or items of payment for deposit to the general account of any Credit Party, and (b) for Guaranteed Indebtedness incurred for the benefit of any other Credit Party if the primary obligation is expressly permitted by this Agreement.

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

  • Guarantor In the event that there is a guarantor of this Lease, said guarantor shall have the same obligations as Lessee under this Lease.

  • Obligations Guaranteed Subject to the provisions of this Article II, the Guarantor hereby fully, unconditionally and irrevocably guarantees (a) to each Holder of a Senior Note authenticated and delivered by the Trustee or Authenticating Agent, (i) the full and prompt payment of the principal of, and premium, if any, and interest on, and any Redemption Price with respect to, such Senior Note, when, where and as the same shall become due and payable, whether at the stated maturity thereof, by acceleration, call for redemption or otherwise in accordance with the terms of such Senior Note and the Indenture and (ii) the full and prompt payment of interest on the overdue principal and interest, if any, on such Senior Note, at the rate specified in such Senior Note and to the extent lawful and (b) to the Trustee the full and prompt payment upon written demand therefor of all amounts due to it in accordance with the terms of the Indenture (collectively the “Guaranteed Obligation”). If for any reason the Company shall fail punctually to pay any such Guaranteed Obligation, the Guarantor hereby agrees to cause any such Guaranteed Obligation to be made punctually when, where and as the same shall become due and payable, whether at the stated maturity thereof, by acceleration, call for redemption or otherwise. All payments by the Guarantor hereunder shall be paid in lawful money of the United States of America. This Guarantee is unsecured and ranks equally in right of payment with all of the Guarantor’s existing and future senior indebtedness.

  • 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.

  • 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:

  • 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".

  • 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.

  • Additional Obligations of Guarantor It shall constitute a Default of the Lessee under this Lease if any such Guarantor fails or refuses, upon reasonable request by Lessor to give: (a) evidence of the due execution of the guaranty called for by this Lease, including the authority of the Guarantor (and of the party signing on Guarantor's behalf) to obligate such Guarantor on said guaranty, and resolution of its board of directors authorizing the making of such guaranty, together with a certificate of incumbency showing the signatures of the persons authorized to sign on its behalf, (b) current financial statements of Guarantor as may from time to time be requested by Lessor, (c) a Tenancy Statement, or (d) written confirmation that the guaranty is still in effect.

  • Subsidiary Guaranties SECTION 11.01.

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