Limited Guarantees. Concurrently with the execution of this Agreement, Parent has caused each of the Guarantors to deliver to the Company a duly executed Limited Guarantee. Each of the Limited Guarantees is in full force and effect and constitutes a legal, valid, binding and specifically enforceable obligation of the corresponding Guarantor (subject to the Bankruptcy and Equity Exception), and no event has occurred, which, with or without notice, lapse of time or both, would constitute a default on the part of the Guarantors under any of the Limited Guarantees.
Limited Guarantees. Concurrently with the execution of this Agreement, each Guarantor has delivered to the Company a duly executed Limited Guarantee. Assuming the due authorization, execution and delivery by the Company, each of the Limited Guarantees is in full force and effect and is a legal, valid, enforceable and binding obligation of the corresponding Guarantor (subject to the Bankruptcy and Equity Exception), and no event has occurred, which, with or without notice, lapse of time or both, would constitute a default on the part of a Guarantor under the corresponding Limited Guarantee.
Limited Guarantees. Concurrently with the execution and delivery of this Agreement, Parent has delivered to the Company true, correct and complete copies of the Limited Guarantees, duly executed by the Guarantors in favor of the Company. The Limited Guarantees are in full force and effect and are legal, valid and binding obligations of the Guarantors, enforceable against the Guarantors in accordance with their terms, subject to the Bankruptcy and Equity Exception, and have not been amended, withdrawn or rescinded in any respect as of the date hereof. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would result in a default by a Guarantor under a Limited Guarantee.
Limited Guarantees. The Investors shall cooperate in defending any claim that the LG Investors are or any of them is liable to make payments under the Limited Guarantees. Each LG Investor agrees to contribute to the amount paid or payable by other Investors in respect of the Limited Guarantees (other than any such payment made by an Investor solely arising from such LG Investor’s breach of its obligations under such LG Investor’s Limited Guarantee, which amounts shall not be subject to this Section 1.4) so that each LG Investor will have paid an amount equal to the product of the aggregate amount paid under all of the Limited Guarantees multiplied by a fraction of which the numerator is such LG Investor’s Cap (as defined in such Investor’s Limited Guarantee) and the denominator is the sum of all LG Investors’ Caps (such fraction, expressed as a percentage, such LG Investor’s “LG Percentage”).
Limited Guarantees. Parent has furnished the Company with a true, complete and correct copy of each Limited Guarantee. The Limited Guarantees are in full force and effect and have not been amended or modified. Each Limited Guarantee is a (i) legal, valid and binding obligation of the applicable Guarantor and of each of the other parties thereto and (ii) enforceable in accordance with its respective terms against the applicable Guarantor and each of the other parties subject to the Bankruptcy and Equity Exception. There is no default under the Limited Guarantees by the Guarantors, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by the Guarantors.
Limited Guarantees. Concurrently with the execution of this Agreement, Parent has caused each of the Sponsors to deliver to the Company a duly executed Limited Guarantee. Assuming the due authorization, execution and delivery by the Company, each of the Limited Guarantees is in full force and effect and constitutes a legal, valid and binding obligation of the corresponding Sponsor, and no event has occurred, which, with or without notice, lapse of time or both, would constitute a default on the part of a Sponsor under the relevant Limited Guarantee.
Limited Guarantees. Concurrently with the execution of this Agreement, each of the Guarantors has delivered to the Company the Limited Guarantees, dated as of the date hereof, in favor of the Company, in the form set forth in Section 4.10 of the Parent Disclosure Letter, with respect to the performance by Parent and Merger Sub, respectively, of their obligations under this Agreement.
Limited Guarantees. Notwithstanding Section 3.02 or any other provision of this Agreement to the contrary, if any of the lenders of the Acquisition Senior Loan or any other indebtedness incurred to refinance all or any portion of the Acquisition Senior Loan requires a limited guaranty from the Members or credit-worthy Affiliates of the Members in connection with such indebtedness, each Member agrees to execute and deliver to such lenders, or to cause a credit-worthy Affiliate of such Member to execute and deliver to such lenders, a several and not joint (based on such Member’s Percentage Interest) reasonable and customary limited guarantee with respect to damages of such lenders arising from customary “bad boy” actions of such Member, such as fraud, intentional or willful misconduct, intentional or willful misrepresentation, criminal acts, misappropriation of funds, failure to pay taxes or insurance premiums, and similar actions or omissions as well as an environmental matters guaranty. Additionally, each Member agrees to deliver to such lenders financial information with respect to such Member (or the credit-worthy Affiliate of such Member) as may be reasonable requested by such lenders.
Limited Guarantees. The Investors (other than JD) shall reasonably cooperate in defending any claim that the Principal Investors are or any of them is liable to make payments under the Limited Guarantees. JD shall reasonably cooperate in defending any claim that the Principal Investors are or any of them is liable to make payments under the Limited Guarantees to the extent such payment obligations arise from any breach by JD of its Support Agreement or this Agreement. Subject to Section 1.10(d) and Section 1.10(e), each Principal Investor agrees to contribute to the amount paid or payable by the other Principal Investor in respect of such other Principal Investor’s Limited Guarantee (other than any such payment made by a Principal Investor solely arising from such Principal Investor’s breach of its obligations under such Principal Investor’s Limited Guarantee, which amounts shall not be subject to this Section 1.5) so that each Principal Investor will have paid an amount equal to the product of the aggregate amount paid under all of the Limited Guarantees multiplied by a fraction of which the numerator is such Principal Investor’s Maximum Amount (as defined in such Principal Investor’s Limited Guarantee) and the denominator is the sum of all Principal Investors’ Maximum Amount (such fraction, expressed as a percentage, such Principal Investor’s “LG Percentage”).
Limited Guarantees. Concurrently with the execution of this Agreement, each Guarantor has delivered to the Company a true, complete and correct copy of its duly executed Limited Guarantee. Each Limited Guarantee is (assuming the due and valid authorization, execution and delivery of such Limited Guarantee by the Company) in full force and effect, has not been amended, modified, withdrawn or rescinded in any respect, and is the legal, valid, binding and enforceable obligation of the applicable Guarantor, subject to the Enforceability Exceptions. As of the date hereof, no event has occurred or circumstance exists which, with or without notice, lapse of time or both, would constitute a default or breach on the part of any Guarantor under any Limited Guarantee.
