Subsidiary Guaranty Agreement. Such Purchaser shall have received a copy of the Subsidiary Guaranty Agreement which shall have been duly authorized, executed and delivered by each Person then required to be a Subsidiary Guarantor.
Subsidiary Guaranty Agreement. By executing and delivering this Assumption Agreement, the Additional Guarantor, as provided in Section 6.14 of the Subsidiary Guaranty Agreement, hereby becomes a party to the Subsidiary Guaranty Agreement as a Guarantor thereunder with the same force and effect as if originally named therein as a Guarantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Guarantor thereunder. The information set forth in Annex l-A hereto is hereby added to the information set forth in Schedule 1 to the Subsidiary Guaranty Agreement. The Additional Guarantor hereby represents and warrants that each of the representations and warranties contained in Section 3 of the Subsidiary Guaranty Agreement is true and correct on and as the date hereof (after giving effect to this Assumption Agreement) as if made on and as of such date.
Subsidiary Guaranty Agreement. The Company shall cause each of its Subsidiaries other than Excluded Subsidiaries and Excluded Foreign Subsidiaries to execute and deliver to each holder of Notes the Subsidiary Guaranty Agreement as required under Section 4.10. The Company shall cause each Subsidiary (other than Excluded Subsidiaries and Excluded Foreign Subsidiaries) first formed or acquired after the date hereof to execute and deliver to each holder of Notes a joinder in the Subsidiary Guaranty Agreement, together with supporting organizational and authority documents and opinions similar to those provided with respect to the Company and the initial Subsidiary Guarantors. Also, if any Subsidiary that had previously been an Excluded Subsidiary or an Excluded Foreign Subsidiary ceases to be an Excluded Subsidiary or an Excluded Foreign Subsidiary, the Company shall within 30 days thereafter cause such Subsidiary to execute and deliver to each holder of Notes a joinder in the Subsidiary Guaranty Agreement, together with supporting organizational and authority documents similar to those provided with respect to the Company and the initial Subsidiary Guarantors. Each compliance certificate provided by Company under Section 7.2(a) shall list the then-current Excluded Subsidiaries and Excluded Foreign Subsidiaries. Notwithstanding anything else in this Section, the Company shall cause any Subsidiary that at any time is a guarantor of any of the obligations of the Company under the Bank Credit Facility also to be a guarantor under the Subsidiary Guaranty Agreement. If at any time the following conditions are satisfied with respect to a Subsidiary Guarantor, the Required Holders will, promptly following delivery to the holders of the Notes of a written request by the Company therefor, execute a written discharge and release of such Subsidiary Guarantor from the Subsidiary Guaranty Agreement, which discharge and release shall be fully effective and binding, and shall be binding on all holders of the Notes, if executed and delivered by the Required Holders (provided that the Required Holders shall be deemed to have executed and delivered such discharge and release if the Required Holders do not object to the Company’s request for such discharge and release within ten Business Days after delivery to the holders of the Notes of such request): (A) such Subsidiary Guarantor has been discharged and released as a guarantor and obligor under and in respect of the Bank Credit Facility, and the Company so ...
Subsidiary Guaranty Agreement. The Subsidiary Guaranty Agreement shall cease to be in full force or effect (except in accordance with the terms thereof) as to the relevant Subsidiary Guarantor, or any Subsidiary Guarantor or Person acting by or on behalf of such Subsidiary Guarantor shall deny or disaffirm such Subsidiary Guarantor’s obligations under the Subsidiary Guaranty Agreement.
Subsidiary Guaranty Agreement. The Subsidiary Guaranty Agreement executed by each Guarantor;
Subsidiary Guaranty Agreement. You shall have received a counterpart original of the Subsidiary Guaranty Agreement, duly executed and delivered by each Original Subsidiary Guarantor, in the form of Exhibit 4.5 (the “Original Subsidiary Guaranty Agreement”) and said Original Subsidiary Guaranty Agreement shall be in full force and effect.
Subsidiary Guaranty Agreement. The Company will not permit any Subsidiary which is not a Subsidiary Guarantor to be or become obligated (as a guarantor, a borrower, a co-borrower or otherwise) under or with respect to a Qualified Debt Agreement, unless, concurrently therewith, or prior thereto, such Subsidiary shall have (a) executed and delivered a Subsidiary Guaranty Supplement to the Subsidiary Guaranty Agreement thereby becoming a party thereto and all documents and showings required to be delivered pursuant to Section 9.10 upon or following delivery of a Subsidiary Guaranty Supplement, (b) provided to each of the holders of Notes copies of such Subsidiary Guaranty Supplement (pursuant to which, inter alia, such Subsidiary shall affirm in writing its representations contained in the Subsidiary Guaranty Agreement) and a legal opinion with respect thereto substantially in the form of the opinion contemplated in Exhibit 4.4(a) with respect to such Subsidiary and the Subsidiary Guaranty Agreement, (c) delivered such documents and evidence with respect to such Subsidiary as the Required Holders may reasonably request in order to establish the existence of such Subsidiary and the authorization of the transactions contemplated by the Subsidiary Guaranty Supplement to which such Subsidiary is a party, and (d) demonstrated to the satisfaction of the Required Holders that such Subsidiary is Solvent.
Subsidiary Guaranty Agreement. Each Additional Guarantor agrees to, and does hereby, become a Guarantor in respect of the Obligations of the Borrower and each other Guarantor, with the same force and effect as if it were an original party to the Subsidiary Guaranty Agreement, and agrees that each reference in the Subsidiary Guaranty Agreement to a “Guarantor” or a “Loan Party” shall also mean and be a reference to such Additional Guarantor.
Subsidiary Guaranty Agreement. Subsidiary Guaranty Agreement dated March 14, 2006 made by Mad River Mountain, Inc., SNH Development, Inc., and JFBB Ski Areas, Inc.
Subsidiary Guaranty Agreement. Duly executed originals of the Subsidiary Guaranty, executed by and each direct and indirect Subsidiary of Borrower in favor of Agent, for the benefit of Lenders.
