Substitution of Guarantor Sample Clauses

Substitution of Guarantor. If an event of the nature described in any of Article 10.01(1) (iii) to (vi) inclusive occurs to any Guarantor, the Borrower shall replace such Guarantor with a Qualifying Guarantor. If the Borrower fails to demonstrate to the Bank, promptly upon the latter’s request, that it has a reasonable prospect or replacing such Guarantor or if, in any case, the Borrower does not, following demand by the Bank, replace the Guarantor, within 30 days of the date when the said event occurred, the Bank may require the Borrower to prepay immediately all or part of the Loan outstanding, together with all unpaid interest accrued to the date of prepayment on the amount prepaid, as well as an indemnity calculated on the amount to be prepaid in accordance with Article 4.02B and all other sums accrued payable under this Contract on the amount prepaid.
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Substitution of Guarantor. Purchaser agrees that in connection with and at the time of the applicable Closing, Purchaser will be substituted for ARCO or any Subsidiary of ARCO as the guarantor (or other party providing support or assurances for the obligations of any Company) with respect to all operating and performance guarantees, sureties, support and similar obligations theretofore assumed by ARCO or such Subsidiary with respect to a Company or, in the event that any required consent or approval for such substitution is not obtained, will indemnify ARCO and its Affiliates in respect of any liabilities incurred by them in respect of such obligations.
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Substitution of Guarantor. 6.1 In this paragraph 6 "
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Substitution of Guarantor. Landlord agrees to release Toray Industries from its obligations under this Guaranty if a substitute guarantor concurrently agrees to guarantee the Guaranteed Obligations and such substitute guarantor has (i) at least a 60% ownership interest in Tenant, and (ii) at least a Standard and Poor's Corporation debt rating of BBB or Moodys Investors Service, Inc. debt rating of Baa2 (i.e. institutional credit company) or, it the substitute guarantor has neither a Standard and Poor's Corporation debt rating nor a Moodys Investors Service, Inc. debt rating, then if the financial strength and general creditworthiness of such substitute guarantor are at least comparable to a company with a Standard and Poor's Corporation debt rating of BBB or Moodys Investors Service, Inc debt rating of Baa2. The determination of whether the substitute guarantor's financial strength and general creditworthiness are at least comparable shall be made in good faith.
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Substitution of Guarantor. Lender shall release Guarantor from Guarantor's obligations under the Guaranty only upon the occurrence of a Capital Markets Event and Lender's receipt of the following, each of which shall be satisfactory to Lender in form and substance:
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Substitution of Guarantor. Based on a tangible fact (or due to the occurrence of an event set forth in any of the acceleration clauses contained in Article 5 of the General Provisions hereof), if the Bank determines that any guarantor’s credit standing is deficient and there is a need to substitute or replace one or more guarantors, immediately upon receiving that notice from the Bank, the Customer shall substitute or replace that guarantor or guarantors. The original guarantor or guarantors shall have their guarantee obligations discharged by notice of the Bank, only after the new guarantor or guarantors enter into that new guarantee agreement and the permission from any and all remaining original guarantors, who have not been substituted or replaced. However, if it is agreed that the new guarantor or guarantors shall not be obligated to the indebtedness incurred by the Customer prior to their substitution or replacement, the guarantee obligation of the original guarantor or guarantors will not be discharged until that indebtedness has been fully repaid, satisfied and discharged and the relevant substitution or replacement is completed.
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Substitution of Guarantor. The obligation of the Bank to accept any new property as an Eligible Property is subject to the satisfaction of the following conditions precedent on each such date (in addition to those set forth in Section 6.02 in the case of a new Eligible Property):
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Substitution of Guarantor. (i) To the extent Seller or any of its Affiliates serve as guarantor with respect to any portion of the Business and such guarantees are not terminated by the Closing, Purchaser shall use commercially reasonable efforts to substitute itself or one of its Affiliates (if it has any) as guarantor or to otherwise terminate the guarantee. Seller shall have no obligation to continue to serve as, or to cause its Affiliates to continue to serve as, guarantor with respect to any aspect of the Business after Closing.
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Related to Substitution of Guarantor

  • Addition of Guarantors The initial Guarantors hereunder shall be each of the Subsidiaries of Parent that are signatories hereto and that are listed on Schedule 1 attached hereto. From time to time subsequent to the time hereof, additional Subsidiaries of Parent may become parties hereto as additional Guarantors (each an “Additional Guarantor”) by executing a supplement to this Guaranty Agreement in the form of Exhibit A attached hereto (or such other form as may be satisfactory to the Administrative Agent). Upon delivery of any such supplement to Administrative Agent, notice of which is hereby waived by Guarantors, each such Additional Guarantor shall be a Guarantor and shall be a party hereto as if such Additional Guarantor were an original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, or by any election by Administrative Agent or any Lenders not to cause any Subsidiary to become an Additional Guarantor hereunder. This Guaranty Agreement shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any such person becomes or fails to become or ceases to be a Guarantor hereunder].2

  • Affirmation of Guarantors Each Guarantor hereby approves and consents to this Agreement and the transactions contemplated by this Agreement and agrees and affirms that its guarantee of the Obligations continues to be in full force and effect and is hereby ratified and confirmed in all respects and shall apply to the Credit Agreement, as amended hereby, and all of the other Loan Documents, as such are amended, restated, supplemented or otherwise modified from time to time in accordance with their terms.

  • Execution of Guarantee To further evidence the Guarantee to the Holders, the Guarantor hereby agrees to execute a Guarantee substantially in the form of Exhibit A hereto, to be endorsed on and made a part of each Security ordered to be authenticated and delivered by the Trustee. The Guarantor hereby agrees that its Guarantee set forth in Section 2.01 shall remain in full force and effect notwithstanding any failure to endorse on each Security a Guarantee. Each such Guarantee shall be signed on behalf of the Guarantor by its Chairman of the Board, its President or one of its Vice Presidents prior to the authentication of the Security on which it is endorsed, and the delivery of such Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of such Guarantee on behalf of the Guarantor. Such signature upon the Guarantee may be a manual or facsimile signature of such officer and may be imprinted or otherwise reproduced on the Guarantee, and in case such officer who shall have signed the Guarantee shall cease to be such officer before the Security on which Guarantee is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the Company, the Security nevertheless may be authenticated and delivered or disposed of as though the Person who signed the Guarantee had not ceased to be such officer of the Guarantor.

  • Release of Guarantor A Guarantor shall be released from all of its obligations under its Guarantee if:

  • Limitation of Guarantee 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 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 its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under the Guarantee not constituting a fraudulent conveyance or fraudulent transfer under Federal or state law. Each Guarantor that makes a payment or distribution under a Guarantee shall be entitled to a contribution from each other Guarantor in a pro rata amount based on the Adjusted Net Assets of each Guarantor.

  • Limitation of Guaranty Any term or provision of this Guaranty or any other Loan Document to the contrary notwithstanding, the maximum aggregate amount for which any Guarantor shall be liable hereunder shall not exceed the maximum amount for which such Guarantor can be liable without rendering this Guaranty or any other Loan Document, as it relates to such Guarantor, subject to avoidance under applicable Requirements of Law relating to fraudulent conveyance or fraudulent transfer (including the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act and Section 548 of title 11 of the United States Code or any applicable provisions of comparable Requirements of Law) (collectively, “Fraudulent Transfer Laws”). Any analysis of the provisions of this Guaranty for purposes of Fraudulent Transfer Laws shall take into account the right of contribution established in Section 2.3 and, for purposes of such analysis, give effect to any discharge of intercompany debt as a result of any payment made under the Guaranty.

  • NOTATION OF GUARANTEE As set forth more fully in the Indenture, the Persons constituting Subsidiary Guarantors from time to time, in accordance with the provisions of the Indenture, irrevocably and unconditionally and jointly and severally guarantee, in accordance with Section 12.1 of the Indenture, to the Holders and to the Trustee and its successors and assigns, that (i) the principal of and interest on the 6% Securities will be paid, whether at the Stated Maturity or Interest Payment Dates, by acceleration, call for redemption or otherwise, and all other obligations of the Company to the Holders or the Trustee under the Indenture or this 6% Security will be promptly paid in full or performed, all in accordance with the terms of the Indenture and this 6% Security, and (ii) in the case of any extension of payment or renewal of this 6% Security or any of such other obligations, they will be paid in full when due or performed in accordance with the terms of such extension or renewal, whether at the Stated Maturity, as so extended, by acceleration or otherwise. Such Guarantees shall cease to apply, and shall be null and void, with respect to any such guarantor who, pursuant to Article 12 of the Indenture, is released from its Guarantees, or whose Guarantees otherwise cease to be applicable pursuant to the terms of the Indenture.

  • Confirmation of Guarantee The Guarantor hereby confirms and agrees that (i) the Guarantee is and shall continue to be in full force and effect and is otherwise hereby ratified and confirmed in all respects; and (ii) the Guarantee is and shall continue to be an unconditional and irrevocable guarantee of all of the Obligations (as defined in the Guarantee).

  • Reaffirmation of Guaranties The Credit Parties signatory hereto hereby reaffirm their Guaranties of the Obligations, taking into account the provisions of this Amendment.

  • DURATION OF GUARANTY This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lender, or any notice to Guarantor or to Borrower, and will continue in full force until all Obligations incurred, committed, or contracted before receipt by Lender of any notice of revocation shall have been fully and finally paid and satisfied and all other obligations of Guarantor under this Guaranty shall have been performed in full. If Guarantor elects to revoke this Guaranty, Guarantor may only do so in writing. Guarantor’s written notice of revocation must be delivered to Lender at the address of Lender listed below or such other place as Lender may designate in writing. This Guaranty may be revoked only with respect to the Obligations incurred or contracted by Borrower, or acquired or committed to by Lender after the date on which written notice of revocation is actually received by Lender. No notice of revocation hereof shall be effective as to any Obligations: (a) existing at the date of receipt of such notice; (b) incurred or contracted by Borrower, or acquired or committed to by Lender, prior to receipt of such notice; (c) now existing or hereafter created pursuant to or evidenced by the Loan Agreement or a commitment in existence prior to receipt of such notice under which Borrower is or may become obligated to Lender; or (d) renewals, extensions, consolidations, substitutions, and refinancings of the foregoing. Guarantor waives notice of revocation given by any other guarantor of the Obligations. If Guarantor is an individual, this Guaranty shall bind the estate of Guarantor as to Obligations created both before and after the death or incapacity of Guarantor, regardless of Lender’s actual notice of Guarantor’s death or incapacity. Subject to the foregoing, Guarantor’s executor or administrator or other legal representative may revoke this Guaranty in the same manner in which Guarantor might have revoked it and with the same effect. Release of any other guarantor of the Obligations, or termination or revocation of any other guaranty of the Obligations, shall not affect the liability of Guarantor under this Guaranty. Notwithstanding any provision to the contrary, it shall be an Event of Default under the Loan Agreement if Guarantor revokes, or disputes the validity of or liability under, this Guaranty or any of the Loan Documents. It is anticipated that fluctuations may occur in the aggregate amount of the Obligations covered by this Guaranty, and it is specifically acknowledged and agreed by Guarantor that reductions in the amount of the Obligations, even to zero dollars shall not constitute a termination of this Guaranty.

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