Guarantee 115 Sample Clauses

Guarantee 115. SECTION 10.2. Limitation on Liability; Termination, Release and Discharge 117 SECTION 10.3. Right of Contribution 118 SECTION 10.4. No Subrogation 118 Article XI SATISFACTION AND DISCHARGE SECTION 11.1. Satisfaction and Discharge 118 SECTION 11.2. Application of Trust Money 119 Article XII COLLATERAL SECTION 12.1. Notes Collateral Documents 119 Page SECTION 12.2. Release of Collateral 120 SECTION 12.3. Suits to Protect the Collateral 121 SECTION 12.4. Authorization of Receipt of Funds Under the Notes Collateral Documents 121 SECTION 12.5. Purchaser Protected 122 SECTION 12.6. Powers Exercisable by Receivable or Trustee 122 SECTION 12.7. Secured Notes Collateral Agent 122 Article XIII MISCELLANEOUS
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Guarantee 115. SECTION 10.2. Limitation on Liability; Termination, Release and Discharge 117 SECTION 10.3. Right of Contribution 118 SECTION 10.4. No Subrogation 118 ARTICLE XI [RESERVED] 119 ARTICLE XII MISCELLANEOUS 119
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Guarantee 115. SECTION 10.2 Limitation on Liability; Termination, Release and Discharge 117 SECTION 10.3 Right of Contribution 118 SECTION 10.4 No Subrogation 118 ARTICLE XI SATISFACTION AND DISCHARGE 118 SECTION 11.1 Satisfaction and Discharge 118 SECTION 11.2 Application of Trust Money 119 ARTICLE XII MISCELLANEOUS 119 SECTION 12.1 [Reserved] 119 SECTION 12.2 Notices 119 SECTION 12.3 [Reserved] 121 SECTION 12.4 Certificate and Opinion as to Conditions Precedent 121 SECTION 12.5 Statements Required in Certificate or Opinion 121 SECTION 12.6 When Notes Disregarded 122 SECTION 12.7 Rules by Trustee, Paying Agent and Registrar 122 SECTION 12.8 Legal Holidays 122 SECTION 12.9 Governing Law 122 SECTION 12.10 Jurisdiction 122 SECTION 12.11 Waivers of Jury Trial 122 SECTION 12.12 USA PATRIOT Act Section 326 Customer Identification Program 123 SECTION 12.13 No Recourse Against Others 123 SECTION 12.14 Successors 123 SECTION 12.15 Multiple Originals 123 SECTION 12.16 [Reserved] 123 SECTION 12.17 Table of Contents; Headings 123 SECTION 12.18 Force Majeure 123 SECTION 12.19 Severability 124 EXHIBIT A Form of Global Restricted Note EXHIBIT B Form of Supplemental Indenture INDENTURE dated as of June 6, 2019 (as amended supplemented or otherwise modified from time to time, this “Indenture”), among IAA Spinco Inc., a corporation organized under the laws of the State of Delaware (the “Company”), the guarantors from time to time party hereto (the “Guarantors”) and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).
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Related to Guarantee 115

  • GUARANTEE, ETC Each of the Guaranteeing Subsidiaries hereby agrees that from and after the date hereof it shall be a Guarantor under the Indenture and be bound by the terms thereof applicable to Guarantors and shall be entitled to all of the rights and subject to all the obligations of a Guarantor thereunder.

  • Guarantee Limitations The limitations applicable to the Guarantees, as set forth in Section 209 of the Indenture, will apply to the Guarantees issued hereunder; provided, however, that any further limitations, or any amendments or modifications to such Guarantees or limitations thereon, shall be set forth in an additional supplemental indenture, in each case in accordance with the Indenture.

  • Guarantee and indemnity Each Guarantor irrevocably and unconditionally jointly and severally:

  • Guarantee Agreement By executing and delivering this Assumption Agreement, the Successor Guarantor, as provided in Section 3.12 of the Guarantee Agreement, hereby becomes a party to the Guarantee 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.

  • Limitation on Subsidiary Guarantor Liability Each Subsidiary Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Subsidiary Guarantee of such Subsidiary Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Subsidiary Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Subsidiary Guarantors hereby irrevocably agree that the obligations of such Subsidiary Guarantor will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Subsidiary Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under this Article Ten, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent transfer or conveyance. Each Subsidiary Guarantor that makes a payment for distribution under its Subsidiary Guarantee is entitled to a contribution from each other Subsidiary Guarantor in a pro rata amount based on the adjusted net assets of each Subsidiary Guarantor.

  • Guarantee Absolute The Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms of the Indenture, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Holders of the Debt Securities with respect thereto. The liability of the Guarantor under this Guarantee shall be absolute and unconditional irrespective of:

  • Guarantee and Collateral Agreement By executing and delivering this Assumption Agreement, the Additional Grantor, as provided in Section 8.14 of the Guarantee and Collateral Agreement, hereby becomes a party to the Guarantee and Collateral Agreement as a Grantor thereunder with the same force and effect as if originally named therein as a Grantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Grantor thereunder. The information set forth in Annex 1-A hereto is hereby added to the information set forth in the Schedules to the Guarantee and Collateral Agreement. The Additional Grantor hereby represents and warrants that each of the representations and warranties contained in Section 4 of the Guarantee and Collateral 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.

  • Guarantee of Obligations (A) The Company hereby (i) guarantees, as principal obligor and not as surety only, to the Banks the prompt payment of the principal of and any and all accrued and unpaid interest (including interest which otherwise may cease to accrue by operation of any insolvency law, rule, regulation or interpretation thereof) on the Loans and all other obligations of Masco Europe to the Banks and the Agent under this Agreement when due, whether by scheduled maturity, acceleration or otherwise, all in accordance with the terms of this Agreement and the Notes, including, without limitation, fees, reimbursement obligations, default interest, indemnification payments and all reasonable costs and expenses incurred by the Banks and the Agent in connection with enforcing any obligations of Masco Europe hereunder, including without limitation the reasonable fees and disbursements of counsel, (ii) guarantees the prompt and punctual performance and observance of each and every term, covenant or agreement contained in this Agreement and the Notes to be performed or observed on the part of Masco Europe and (iii) agrees to make prompt payment, on demand, of any and all reasonable costs and expenses incurred by the Banks or the Agent in connection with enforcing the obligations of the Company hereunder, including, without limitation, the reasonable fees and disbursements of counsel (all of the foregoing being collectively referred to as the "Guaranteed Obligations").

  • Limitation on Subsidiary Guarantors’ Liability Each Subsidiary Guarantor and by its acceptance hereof each Holder of a Debt Security entitled to the benefits of the Guarantee hereby confirm that it is the intention of all such parties that the guarantee by such Subsidiary Guarantor pursuant to the Guarantee not constitute a fraudulent transfer or conveyance for purposes of any Federal or state law. To effectuate the foregoing intention, the Holders of a Debt Security entitled to the benefits of the Guarantee and the Subsidiary Guarantors hereby irrevocably agree that the obligations of each Subsidiary Guarantor under the Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor and to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under the Guarantee, not result in the obligations of such Subsidiary Guarantor under the Guarantee constituting a fraudulent conveyance or fraudulent transfer under Federal or state law.

  • Credit Agreement; Guarantee and Collateral Agreement The Administrative Agent shall have received (i) this Agreement, executed and delivered by the Administrative Agent, Holdings, the Borrower and each Person listed on Schedule 1.1A and (ii) the Guarantee and Collateral Agreement, executed and delivered by Holdings, the Borrower and each Subsidiary Guarantor.

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