Guarantee 122 Sample Clauses

Guarantee 122. Section 10.2 Limitation on Liability; Termination, Release and Discharge 124 Section 10.3 Right of Contribution 125 Section 10.4 No Subrogation 125
AutoNDA by SimpleDocs
Guarantee 122. SECTION 10.2. Limitation on Liability; Termination, Release and Discharge 124 SECTION 10.3. Right of Contribution 125 SECTION 10.4. No Subrogation 125 ARTICLE XI SATISFACTION AND DISCHARGE SECTION 11.1. Satisfaction and Discharge 126 SECTION 11.2. Application of Trust Money 127 ARTICLE XII MISCELLANEOUS SECTION 12.1. [Reserved] 127 SECTION 12.2. Notices 127 SECTION 12.3. Communication by Holders with other Holders 129 SECTION 12.4. Certificate and Opinion as to Conditions Precedent 129 SECTION 12.5. Statements Required in Certificate or Opinion 129 SECTION 12.6. When Notes Disregarded 130 SECTION 12.7. Rules by Trustee, Paying Agent and Registrar 130 SECTION 12.8. Legal Holidays 130 SECTION 12.9. Governing Law 130 SECTION 12.10. Jurisdiction 130 SECTION 12.11. Waivers of Jury Trial 131 SECTION 12.12. USA PATRIOT Act 131 SECTION 12.13. No Personal Liability of Directors, Officers, Employees and Shareholders 131 SECTION 12.14. Successors 131 SECTION 12.15. Multiple Originals 131 SECTION 12.16. [Reserved] 131 SECTION 12.17. Table of Contents; Headings 131 SECTION 12.18. Force Majeure 131 SECTION 12.19. Severability 132 SECTION 12.20. Waiver of Immunities 132 SECTION 12.21. Judgment Currency 132 EXHIBIT A Form of Global Restricted Note EXHIBIT B Form of Supplemental Indenture EXHIBIT C Form of Certificate to be Delivered Upon Termination of Restricted Period EXHIBIT D Form of Certificate to be Delivered in Connection with Transfers to IAIs EXHIBIT E Form of Certificate to be Delivered in Connection with Transfers Pursuant to Regulation S INDENTURE dated as of October 27, 2015, among GREATBATCH LTD., a New York corporation, the Guarantors from time to time party hereto and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee.

Related to Guarantee 122

  • 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 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 Period The guarantee period is from the effective date of this Contract and ends two years from the expiration of the debt performance term under the Main Contract. In case Party A agrees to extent the debt performance term, the guarantee period ends two years from the expiration of the extended debt performance term under the Main Contract. If Party B announces advanced maturity of debts according to the Main Contract, the guarantee period ends two years from the advanced maturity date of debts announced by Party B. In case the debts under the Main Contract are paid in installments, the guarantee period of each installment is two years from the expiration date of the debt performance term of the last installment.

  • 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.

  • Guarantee The Guarantor irrevocably and unconditionally agrees to pay in full to the Holders the Guarantee Payments (without duplication of amounts theretofore paid by the Issuer), as and when due, regardless of any defense, right of set-off or counterclaim that the Issuer may have or assert. The Guarantor's obligation to make a Guarantee Payment may be satisfied by direct payment of the required amounts by the Guarantor to the Holders or by causing the Issuer to pay such amounts to the Holders.

  • GUARANTEE COMPLIANCE 6.1 Compliance with the guarantees of Sections 2 and 3 shall be based on the conditions specified in those sections, the Aircraft configuration of Section 4 and the guarantee conditions of Section 5.

  • The Guarantee Each Guarantor hereby jointly and severally with the other Guarantors guarantees, as a primary obligor and not merely as a surety to each Secured Party and their respective permitted successors and assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of (i) the Title 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the United States Code and (ii) any other Debtor Relief Laws) on the Loans made by the Lenders to, and the Notes held by each Lender of, the Borrower, and all other Secured Obligations from time to time owing to the Secured Parties by any Loan Party or any Subsidiary under any Loan Document or any Secured Hedge Agreement or any Treasury Services Agreement, in each case strictly in accordance with the terms thereof (such obligations, including any future increases in the amount thereof, being herein collectively called the “Guaranteed Obligations”); provided, however, that Guaranteed Obligations shall exclude all Excluded Swap Obligations. The Guarantors hereby jointly and severally agree that if the Borrower or other Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

  • 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 Unconditional The obligations of each Guarantor under this Section 12 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, or otherwise affected by:

Time is Money Join Law Insider Premium to draft better contracts faster.