Transfer of Guarantees Sample Clauses

Transfer of Guarantees. Acquiror and Contributor acknowledge that certain parties (the “Guarantors”), have delivered guarantees and/or indemnitees (the “Guarantees”), in connection with the Contributor Property Indebtedness encumbering the Property. Acquiror and Contributor agree that, as a part of the contribution of the Member Interest to the UPREIT, and to the extent possible, the UPREIT will assume the obligations of the Guarantors under the Guarantees. The UPREIT shall indemnify and defend the Guarantors from and against any claims, causes of action, judgments, losses, costs, damages and expenses, including, without limitation, attorneys’ fees of counsel selected by the Guarantors and costs of litigation (collectively, the “Losses”) which the Guarantors may suffer or incur as a result of or in connection with the Guarantees, but only if and to the extent that such Losses are suffered or incurred as a result of, or due to, or because of, acts or omissions first occurring from and after the Closing Date (collectively, “Post-Closing Losses”). Notwithstanding the foregoing, if such lender requires that, as a condition of granting its consent to such transfer of the Guarantors’ liability under the Guarantees, the Guarantees must be modified so as to materially increase any or all of the obligations of the Guarantors, then the UPREIT shall not be required to become the replacement guarantor or to assume the obligations thereunder. If such lender does not consent to the transfer of the Guarantors’ liability under the Guarantees and the assumption by the UPREIT of the obligations thereunder, and regardless of whether such lender has consented to the transfer of the Member Interest, the UPREIT shall indemnify, defend and hold harmless the Guarantors from and against any Losses which the Guarantors may suffer or incur as a result of or in connection with the Guarantees, but only with respect to Post-Closing Losses. If, under the loan documents evidencing and securing the Contributor Property Indebtedness encumbering the Property, consent of the lender thereunder is not required in order to transfer the Member Interest as contemplated under this Agreement, Contributor shall not be required to, seek such lender’s consent to the transfer of Guarantors’ liability under the Guarantees. In such case, the Guarantors shall remain as the Guarantors under the Guarantees, and the UPREIT shall indemnify and defend the Guarantors from and against any Losses which the Guarantors may suffer or incur...
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Transfer of Guarantees. Except in the case of a transfer of guarantee re- quested by a borrower seeking a trans- fer to secure a single guarantor, the guaranty agency may transfer its guar- xxxxx obligation on a loan to another guaranty agency, only with the ap- proval of the Secretary, the transferee agency, and the holder of the loan.
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Transfer of Guarantees. Buyer shall use its reasonable best efforts to release Sellers from all guarantees and letters of credit of Sellers guaranteeing or securing the obligations of the Business or the Subsidiaries, or any of the Subsidiaries' respective subsidiaries, that either Seller may have executed and delivered in connection with the Business, which guarantees are listed in Schedule 2.4(iii) hereto, and shall indemnify Sellers to the extent that (i) Sellers or their subsidiaries are not released from any such guarantee or letters of credit and (ii) Buyer receives a valid assignment of the underlying lease or contract or receives the benefit thereof as contemplated by Section 5.3 hereof. Sellers shall use reasonable efforts to assist Buyer in obtaining such releases.
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Related to Transfer of Guarantees

  • Release of Guarantees A Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Issuer or the Trustee is required for the release of such Guarantor’s Guarantee, upon:

  • Releases of Guarantees (a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by Section 10.1) to take any action requested by the Borrower having the effect of releasing any guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document or that has been consented to in accordance with Section 10.1 or (ii) under the circumstances described in paragraph (b) below.

  • Subordination of Guarantees ANTI-LAYERING. No Guarantor shall incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness that is subordinate or junior in right of payment to any Senior Debt of a Guarantor and senior in any respect in right of payment to any of the Guarantees. Notwithstanding the foregoing sentence, the Guarantee of each Guarantor shall be subordinated to the prior payment in full of all Senior Debt of that Guarantor (in the same manner and to the same extent that the Securities are subordinated to Senior Debt), which shall include all guarantees of Senior Debt.

  • 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.

  • 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 Guarantee The Note Guarantees hereunder may be released in accordance with Section 10.2 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).

  • Subordination of Guarantee The guarantee and other liabilities and obligations of the Depositor under this Agreement shall constitute unsecured obligations of the Depositor and shall rank subordinate and junior in right of payment to all Senior Indebtedness (as defined in the Indenture) of the Depositor to the extent and in the manner set forth in the Indenture with respect to the Debentures, and the provisions of Article XIII of the Indenture will apply, mutatis mutandis, to the obligations of the Depositor hereunder. The obligations of the Depositor hereunder do not constitute Senior Indebtedness (as defined in the Indenture) of the Depositor.

  • 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.

  • Release of Guaranties WCI shall use reasonable efforts to obtain the termination and release promptly after the Closing Date of the personal guaranties of the Shareholders listed on Schedule 9.2. If WCI is unsuccessful in its efforts to obtain such termination and release, WCI shall indemnify the Shareholders and hold them harmless from and against all losses, expenses or claims by third parties to enforce or collect indebtedness owed by the Corporation or KCI (to the extent assumed by WCI pursuant to this Agreement) as of the Closing Date which is personally guaranteed by the Shareholders pursuant to such guaranties. The Shareholders may notify the obligees under such guaranties that they have terminated their obligations under such guaranties. The Shareholders shall cooperate with WCI in obtaining such releases.

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