Guarantee and Agreement definition
Examples of Guarantee and Agreement in a sentence
Except as set forth on Schedule 3.05, there is no action, suit or proceeding pending against, or to the Actual Knowledge of the Guarantor threatened against or affecting, the Guarantor or any of its Subsidiaries (other than Unrestricted Subsidiaries) before any court or arbitrator or any governmental body, agency or official in which an adverse decision is reasonably likely to result in a Material Adverse Effect or call into question the enforceability of this Guarantee and Agreement.
The Guarantor hereby waives demand (except in accordance with Sections 2.01 and 2.04), promptness, diligence (subject to any applicable statute of limitations), notice of acceptance of this Guarantee and Agreement, and also presentment, protest and notice of protest or dishonor of any evidences of obligations hereby guaranteed.
Notices under this Guarantee and Agreement shall be deemed received if sent to the address specified below: (i) on the day received if served by overnight express delivery, (ii) on the next Business Day if served by facsimile transmission when sender has machine confirmation that facsimile was transmitted to the correct fax number listed below, and (iii) four Business Days after mailing if sent by certified, first class mail, return receipt requested.
This Guarantee and Agreement constitutes a legal, valid and binding obligation of the Guarantor enforceable in accordance with its terms except to the extent that enforcement may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally.
Under applicable laws in force on the date hereof, the claims and rights of the Security Agent under this Guarantee and Agreement in respect of the Guaranteed Obligations shall not be subordinate to, and shall rank at least pari passu in all respects with, the claims and rights of any other holders of unsecured Indebtedness of the Guarantor.
Subject to reinstatement pursuant to Section 2.03, this Guarantee and Agreement shall remain in full force and effect until the NEG Guarantee Release Date unless otherwise terminated in writing by the Guarantor and the Security Agent.
The Guarantor shall make all payments of amounts owing pursuant to this Guarantee and Agreement by wire transfer of immediately available funds to the account specified by the Security Agent in the Payment Demand.
The Guarantor's liability for the Guaranteed Obligations under this Guarantee and Agreement is limited to the Maximum Guarantee Amount.
No provision of this Guarantee and Agreement may be amended or waived except in accordance with the Collateral Agency and Intercreditor Agreement.
The Security Agent and the Company may mutually agree to modify the Operative Documents, extend the time of payment or otherwise modify the terms of payment of any of the Guaranteed Obligations, without in any way impairing or affecting this Guarantee and Agreement.