Guaranty or Indemnity Sample Clauses

Guaranty or Indemnity. To enable Riverside, Management, Alter and Xxxxxxxxx (the "Contributors") at their election to defer the recognition of gain for federal income tax purposes resulting from their contribution to SHP pursuant to Section 2.1 hereof at Closing, or at any time subsequent thereto in accordance with the terms hereof, SHP agrees to permit, and to cause its Subsidiaries to permit, the Contributors to guarantee at the Contributors' option (or indemnify SHP or its Affiliates at the Contributors' option) at or any time after the Closing, upon the request of any Contributor, indebtedness of SHP or its Subsidiaries in an amount not to exceed $10.5 million to be allocated among such Contributors as set forth in Schedule 4.13. Such guarantee or indemnity will be with respect to debt chosen by the Contributors, subject to the consent of the Xxxxxxxxx Entities with respect to which debt shall be guaranteed or indemnified, which consent shall not be unreasonably withheld, and shall guarantee or indemnify the bottom portion of such debt. The Xxxxxxxxx Entities hereby consent to the guarantee by the Contributors of the debt to be provided by PaineWebber in connection with the Merger and any indebtedness that replaces such indebtedness.
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Guaranty or Indemnity. In order to allow the Contributors and the Participants to defer the recognition of gain for federal and state income tax purposes resulting from the contribution of the Properties and Entity Interests to the Partnership, the Trust and the Partnership will, during the Restricted Period (as defined below) permit the Contributors and the Participants to guarantee, or indemnify the Trust and the Partnership for the indebtedness of the Partnership (excluding, however, any indebtedness (not in excess of $25,000,000) that is, as of the date of Closing, the subject of any such guaranty, indemnity or similar arrangement). Subject to this Paragraph 41, the Trust and the Partnership agree to maintain, or caused to be maintained, at all times during the Restricted Period an amount of indebtedness not to exceed $46,500,000.00 (the "Debt Amount") solely for the Contributors and the Participants (as allocated by the Contributors and the Participants among themselves) either to guarantee (or to indemnify the Trust and the Partnership against liability for such indebtedness); provided, however, that if during the Restricted Period, the Trust and the Partnership do not maintain such indebtedness, they shall not be liable under this Agreement to a Contributor or Participant to the extent that the Trust or Partnership can prove that such failure did not cause the Contributor or Participant to recognize taxable income. In addition, after the Restricted Period, the Trust and the Partnership agree to allow the Contributors and the Participants to guarantee (or indemnify the Trust and the Partnership) any debt of the Trust and Partnership to the extent that the Trust or the Partnership has such debt outstanding and such debt is not guaranteed (or indemnified) by any other partners of the Partnership up to the Debt Amount. The Trust and the Partnership agree to execute and deliver the Indemnity Agreement in the form attached hereto as "Exhibit HH" at each Closing. The Trust and the Partnership agree to take commercially reasonable action necessary so that the execution of each guarantee or indemnity by the Contributor and the Participants results in tax basis for the Contributor and the Participants for federal income tax purposes. Each Contributor acknowledges that neither the Trust nor the Partnership has made or makes any representations or warranties regarding the effectiveness of the Indemnity Agreement (or any guaranty or indemnity agreement entered into by a Contributor or...
Sample 1
Guaranty or Indemnity. (a) AEGIS agrees to maintain, during the Restricted Period, as hereinafter defined, not less than _____________ of indebtedness (the "Debt Amount"), which indebtedness shall be made available to any Contributor receiving a Unit (the "Unit Recipient") for guarantee (or, alternatively, with respect to which AEGIS shall permit such Unit Recipient to indemnify AEGIS, as provided in this Section 15.1). AEGIS will permit the Unit Recipient to guarantee, or indemnify AEGIS or the REIT, for the "bottom" portion (i.e, the least risky portion) of the Debt Amount pari passu with other contributors, if any, with whom AEGIS has previously exchanged Units or will exchange Units in the future.
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Guaranty or Indemnity. In response to the request of the MM Contributors relating to their desire to defer the recognition of gain for federal income tax purposes resulting from the contribution of property to VRLP, at Closing, or at any time subsequent thereto in accordance with the terms hereof, the members of the Vornado Realty Group and the Subsidiaries will permit the MM Contributors to guarantee, or indemnify the members of the Vornado Realty Group and the Subsidiaries for, (i) during the Restricted Period applicable to the Mart Property and during the Restricted Period applicable to the Design Center Property the amount of indebtedness requested by the MM Contributors of up to $240,000,000, less reductions pursuant to Section 6.4.1(b), (the "MM Contributors' Debt Amount"), comprised of (A) any debt on the Real Property up to the MM Contributors' Debt Amount (such guarantee or indemnity to apply first to the bottom portion of such debt) and (B) to the extent such debt on the Real Property shall be less than the MM Contributors' Debt Amount, (x) the debt on other property of VRLP or its Subsidiaries up to the MM Contributors' Debt Amount, which guarantee or indemnity amount shall not exceed (at the time the guarantee or indemnity is granted) the bottom 33% of the value of such other property encumbered by the debt so guaranteed or indemnified or (y) the bottom portion of the unsecured debt of VRLP up to the MM Contributors' Debt Amount, and (ii) after the Restricted Periods applicable to the Mart Property and the Design Center Property any debt on the Real Property up to $240,000,000 (as reduced by the first sentence of Section 6.4.1(b)), solely for the MM Contributors to guarantee (or indemnify the members of the Vornado Realty Group and the Subsidiaries for such indebtedness). During the Restricted Period, the members of the Vornado Realty Group and the Subsidiaries shall maintain (or make available for the benefit of the MM Contributors) the indebtedness referred to in clause (i) of the preceding sentence. In addition, after the Restricted Period, the Vornado Realty Group and the Subsidiaries, will consider in their sole and absolute discretion a request from the MM Contributor to allow the MM Contributors to guarantee any other debt to the extent not guaranteed by any other partner of VRLP or the Subsidiaries. In the event that the MM Contributors guarantee or indemnify the Vornado Realty Group or its Subsidiaries with respect to an indebtedness encumbering any property...
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Related to Guaranty or Indemnity

  • Guaranty Obligations Unless otherwise specified, the amount of any Guaranty Obligation shall be the lesser of the principal amount of the obligations guaranteed and still outstanding and the maximum amount for which the guaranteeing Person may be liable pursuant to the terms of the instrument embodying such Guaranty Obligation.

  • Company Indemnity The Company will indemnify and hold harmless each Holder, each of its officers, directors, agents and partners, and each person controlling each of the foregoing, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder, any underwriter, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus, offering circular or other document (including any related registration statement, notification or the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, or any violation by the Company of the Securities Act or any state securities law or in either case, any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse each Holder, each of its officers, directors, agents and partners, and each person controlling each of the foregoing, each such underwriter and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or is based (i) on any untrue statement or omission based upon written information furnished to the Company by a Holder or the underwriter (if any) therefore, (ii) the failure of a Holder to deliver at or prior to the written confirmation of sale, the most recent prospectus, as amended or supplemented or (iii) the failure of a Holder otherwise to comply with this Agreement. The indemnity agreement contained in this Section 5.6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld).

  • Seller Indemnity Seller will indemnify, defend and save Buyer harmless from, against, for and in respect of the following:

  • Special Indemnity TO THE FULLEST EXTENT PERMITTED BY LAW AND SUBJECT TO THE STANDARD OF CARE, CONTRACTOR SHALL INDEMNIFY AND HOLD HARMLESS THE INDEMNITEES FROM ALL LOSSES AND CLAIMS OF LOSSES DUE TO CONTRACTOR’S MISCONDUCT, NEGLIGENCE, ERROR, OR OMISSION, MADE BY ANY THIRD PARTY, THAT IN ANY WAY ARISE OR RESULT FROM CONTRACTOR’S PROFESSIONAL SERVICES, INCLUDING CLAIMS OF PROFESSIONAL LIABILITY AND VIOLATION OF APPLICABLE LAWS. THE FOREGOING INDEMNITY SHALL BE THE “CONTRACTOR’S SPECIAL INDEMNIFICATION.”

  • Limitation on Subsidiary Guarantor Liability Each Subsidiary Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Subsidiary Guarantee of such Subsidiary Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Subsidiary Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Subsidiary Guarantors hereby irrevocably agree that the obligations of such Subsidiary Guarantor will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Subsidiary Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under this Article Ten, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent transfer or conveyance. Each Subsidiary Guarantor that makes a payment for distribution under its Subsidiary Guarantee is entitled to a contribution from each other Subsidiary Guarantor in a pro rata amount based on the adjusted net assets of each Subsidiary Guarantor.

  • Successor Indemnification If the Company or any of its successors or assignees consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger, then to the extent necessary, proper provision shall be made so that the successors and assignees of the Company assume the obligations of the Company with respect to indemnification of members of the Board of Directors as in effect immediately before such transaction, whether such obligations are contained in the Company’s Bylaws, its Certificate of Incorporation, or elsewhere, as the case may be.

  • Buyer Indemnity Buyer will, at its expense, indemnify, defend and hold harmless Licensor and its Affiliates and their respective officers, directors, employees, agents and representatives (collectively “Licensor Indemnified Parties”) from and against any and all claims, actions, proceedings and suits brought by a third party, and any and all liabilities, losses, damages, settlements, penalties, fines, costs and expenses (including reasonable attorneys’ fees) (“Claims”) to the extent arising out of or relating to an allegation of any of the following: (a) infringement, misappropriation or violation of any Proprietary Rights by the Buyer Materials or Buyer Data or Licensor’s use thereof as permitted under this Agreement; and (b) any unauthorized or unlawful receipt, processing, transmission or storage of Buyer Data by Licensor in the performance of its obligations as permitted under this Agreement resulting from breach of Buyer’s obligations under Section 7.2.2.

  • Licensee Indemnity Licensee shall jointly and severally indemnify, hold harmless and defend Gilead, MPP and Gilead’s subsidiaries, Affiliates, licensors, directors, officers, employees and agents (together, the “Indemnitees”), from and against any and all losses, damages, expenses, cost of defense (including, without limitation, attorneys’ fees, witness fees, damages, judgments, fines and amounts paid in settlement) and any amounts an Indemnitee becomes legally obligated to pay because of any claim against it (i) arising out of any breach by Licensee of the terms and conditions of this Agreement, or (ii) for any product liability, liability for death, illness, personal injury or improper business practice, or any other statutory liability or any other liability under any law or regulation, to the extent that such claim or claims are due to reasons caused by or on behalf of Licensee related to API or Product (including, without limitation, their manufacture, use or sale). The indemnification obligations of Licensee stated in this Section 8(a) shall apply only in the event that Gilead or MPP, as applicable, provides Licensee with prompt written notice of such claims, grants Licensee the right to control the defense or negotiation of settlement, and makes available all reasonable assistance in defending the claims. Licensee shall not agree to any final settlement or compromise with respect to any such claim that adversely affects Gilead or MPP without obtaining Gilead’s or MPP’s consent.

  • Guaranty of the Obligations Subject to the provisions of Section 7.2, Guarantors jointly and severally hereby irrevocably and unconditionally guaranty to Administrative Agent for the ratable benefit of the Beneficiaries the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) (collectively, the “Guaranteed Obligations”).

  • Additional Indemnity In addition to, and without regard to any limitations on, the indemnification provided for in Section 1 of this Agreement, the Company shall and hereby does indemnify and hold harmless Indemnitee against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf if, by reason of his Corporate Status, he is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of the Company), including, without limitation, all liability arising out of the negligence or active or passive wrongdoing of Indemnitee. The only limitation that shall exist upon the Company’s obligations pursuant to this Agreement shall be that the Company shall not be obligated to make any payment to Indemnitee that is finally determined (under the procedures, and subject to the presumptions, set forth in Sections 6 and 7 hereof) to be unlawful.

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