Limited Guarantees Sample Clauses

Limited Guarantees. Concurrently with the execution of this Agreement, each Guarantor has delivered to the Company a duly executed Limited Guarantee. Assuming the due authorization, execution and delivery by the Company, each of the Limited Guarantees is in full force and effect and is a legal, valid, enforceable and binding obligation of the corresponding Guarantor (subject to the Bankruptcy and Equity Exception), and no event has occurred, which, with or without notice, lapse of time or both, would constitute a default on the part of a Guarantor under the corresponding Limited Guarantee.
Limited Guarantees. Parent has furnished to the Company a true, complete and correct copy of the Limited Guarantees. Each Limited Guarantee has been duly and validly executed and delivered by the Guarantor executing such Limited Guarantee and is in full force and effect. Each Limited Guarantee is a (i) legal, valid and binding obligation of the applicable Guarantor and (ii) enforceable in accordance with its respective terms against such Guarantor, subject to the Bankruptcy and Equity Exception. There is no default under any Limited Guarantee by any Guarantor, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by any Guarantor.
Limited Guarantees. The Investors shall cooperate in defending any claim that the LG Investors are or any of them is liable to make payments under the Limited Guarantees. Each LG Investor agrees to contribute to the amount paid or payable by other Investors in respect of the Limited Guarantees (other than any such payment made by an Investor solely arising from such LG Investor’s breach of its obligations under such LG Investor’s Limited Guarantee, which amounts shall not be subject to this Section 1.4) so that each LG Investor will have paid an amount equal to the product of the aggregate amount paid under all of the Limited Guarantees multiplied by a fraction of which the numerator is such LG Investor’s Cap (as defined in such Investor’s Limited Guarantee) and the denominator is the sum of all LG Investors’ Caps (such fraction, expressed as a percentage, such LG Investor’s “LG Percentage”).
Limited Guarantees. Concurrently with the execution and delivery of this Agreement, the Guarantors have delivered to the Company true, correct and complete copies of the duly executed Guarantees. Each of the Guarantees is in full force and effect and constitutes a legal, valid and binding obligation of each Guarantor (as applicable), enforceable against it in accordance with its terms, except as such enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or relating to creditorsrights generally; and (b) is subject to general principles of equity. No event has occurred that, with notice or lapse of time or both, would, or would reasonably be expected to, constitute a default on the part of any Guarantor pursuant to its respective Guarantee.
Limited Guarantees. Notwithstanding Section 3.02 or any other provision of this Agreement to the contrary, if any of the lenders of the Acquisition Senior Loan or any other indebtedness incurred to refinance all or any portion of the Acquisition Senior Loan requires a limited guaranty from the Members or credit-worthy Affiliates of the Members in connection with such indebtedness, each Member agrees to execute and deliver to such lenders, or to cause a credit-worthy Affiliate of such Member to execute and deliver to such lenders, a several and not joint (based on such Member’s Percentage Interest) reasonable and customary limited guarantee with respect to damages of such lenders arising from customary “bad boy” actions of such Member, such as fraud, intentional or willful misconduct, intentional or willful misrepresentation, criminal acts, misappropriation of funds, failure to pay taxes or insurance premiums, and similar actions or omissions as well as an environmental matters guaranty. Additionally, each Member agrees to deliver to such lenders financial information with respect to such Member (or the credit-worthy Affiliate of such Member) as may be reasonable requested by such lenders.
Limited Guarantees. Parent has provided to the Company a true and complete copy of the Limited Guarantees.
Limited Guarantees. Concurrently with the execution of this Agreement, Buyer has delivered to Seller the limited guarantees (the "Limited Guarantees") of Carlyle Partners V Cayman, L.P. and CEP III Participations S.à.r.x. XXXXX (together, the "Guarantors"), dated as of the date hereof. Each of the Limited Guarantees is in full force and effect and is a valid and binding obligation of the Guarantor party thereto, enforceable against such Guarantor in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors' rights and to general equity principles. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would constitute a default on the part of any Guarantor under any of the Limited Guarantees.
Limited Guarantees. Concurrently with the execution of this Agreement, the Guarantors have executed and delivered to the Company the Limited Guarantees. The Limited Guarantees are in full force and effect and are valid, binding and enforceable obligations of the Guarantors. No event has occurred, which, with or without notice, lapse of time or both, would constitute a default on the part of the Guarantors under the Limited Guarantees.
Limited Guarantees. Concurrently with the execution of this Agreement, Parent has delivered to the Company a duly executed limited guarantee of each Guarantor, dated as of the date of this Agreement, in favor of the Company in respect of Parent's obligation to pay the Parent Termination Fee and certain of Parent's and Merger Sub's other payment or reimbursement obligations arising under, or in connection with, this Agreement and the Transactions, up to the aggregate amount set forth therein (the "Limited Guarantee"), subject to the terms and conditions set forth therein. Each Limited Guarantee is in full force and effect and is a legal, valid and binding obligation of the Guarantor party thereto, enforceable against such Guarantor in accordance with its terms, subject to the Bankruptcy and Equity Exception and no event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of the Guarantor under such Limited Guarantee.