TERMINATION OF THE GUARANTY Sample Clauses

TERMINATION OF THE GUARANTY. This Guaranty shall remain in effect unless and, until all of the Indebtedness shall have been paid in full, the Letters of Credit have expired or been terminated, and the Commitment has been terminated. At such time, subject to subsection 2.11, this Guaranty shall automatically terminate without any action on the part of any party hereto.
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TERMINATION OF THE GUARANTY. 60 ARTICLE XIII SUBORDINATION
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TERMINATION OF THE GUARANTY. The Guaranteed Parties hereby acknowledge termination of the Guaranty at 11:59 pm on the Effective Date (hereafter defined) and release the Guarantor from any and all of its obligations set forth therein arising thereafter; provided the conditions set forth in Section 6 below are satisfied and further provided Guarantor's obligations under the proviso in Section 10 of the Guaranty shall not be terminated with respect to and Guarantor shall remain liable to the Guaranteed Parties thereunder with respect to, payments made prior to 11:59 pm on the Effective Date.
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TERMINATION OF THE GUARANTY. Unless otherwise specified as contemplated by Section 2.3(a) with respect to Securities of a particular series, the Guarantor's obligations under the Guaranty and this Indenture shall terminate immediately and automatically upon the consummation of the Acquisition without any action on the part of the Company, the Guarantor, the Trustee or any other person. The Guarantor intends to Guarantee the obligations of the Company under the Securities and this Indenture only for the period that the Company is a wholly owned subsidiary of the Guarantor. From and after the time that Capital Cities becomes a subsidiary or an Affiliate of the Company, the Trustee and Holders of Securities, whether then outstanding or issued thereafter, shall look only to the Company for performance under this Indenture and the Securities and shall have no further rights or remedies under the Guaranty or this Article XII. From and after the time the Guaranty terminates under this Article XII, any certificates authenticated and delivered pursuant to Section 2.4 shall not include the form of Guaranty attached hereto as Exhibit A.
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TERMINATION OF THE GUARANTY. Unless otherwise specified as contemplated by Section 2.3(a) with respect to Securities of a particular series, the Guarantor's obligations under the Guaranty and this Indenture shall terminate immediately and automatically upon the consummation of the Acquisition. The Guarantor intends to Guarantee the obligations of the Company under the Securities and this Indenture only for the period that the Company is a wholly owned subsidiary of the Guarantor. From and after the time that Capital Cities becomes a subsidiary or an Affiliate of the Company, the Trustee and Holders of Securities, whether then outstanding or issued thereafter, shall look only to the Company for performance under this Indenture and the Securities and shall have no further rights or remedies under the Guaranty or this Article XII. From and after the time the Guaranty terminates under this Article XII, any certificates authenticated and delivered pursuant to Sector 2.4 shall not include the form of quaranty attached hereto as Exhibit A.
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TERMINATION OF THE GUARANTY. Guarantors may terminate the personal guaranty set forth in section 30 at any time but must do so exclusively by giving notices as provided in section 22. Guarantors shall remain responsible and liable for all indebtedness and legal obligations of Buyer to Arcadia as of the fifth business day after receipt of the termination notices by both Arcadia’s credit manager and by Arcadia’s sales manager. Any and all security interests shall remain in full force until all indebtedness to Arcadia has been paid in full. The termination notices shall not apply to any purchase orders accepted by Arcadia prior to Arcadia’s receipt of the termination notices. Such notices shall be the exclusive method available to Guarantors to modify or terminate Buyer’s or Guarantors’ liability to Arcadia. The termination of a Guaranty shall not terminate Guarantors’ liability regarding the indemnification requirements listed in section 18 and section 28 with respect to Products sold before the termination, nor shall it terminate the Guarantors’ liability with respect to any purchase order accepted by Arcadia prior to Arcadia’s receipt of the termination notices.
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Related to TERMINATION OF THE GUARANTY

  • Reaffirmation of the Guaranty Each Guarantor hereby ratifies, confirms, acknowledges and agrees that its obligations under its Guaranty are in full force and effect and that such Guarantor continues to unconditionally and irrevocably guarantee the full and punctual payment, when due, whether at stated maturity or earlier by acceleration or otherwise, all of the Guaranteed Obligations (as defined in its Guaranty), as such Guaranteed Obligations may have been amended by this Agreement, and its execution and deliver of this Agreement does not indicate or establish an approval or consent requirement by such Guarantor under its Guaranty in connection with the execution and delivery of amendments to the Credit Agreement, the Notes or any of the other Loan Documents.

  • The Guaranty Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, the full and punctual payment when due (whether at stated maturity, upon acceleration or otherwise) of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.

  • Obligations Under the Guaranty The undersigned hereby agrees, as of the date first above written, to be bound as a Guarantor by all of the terms and conditions of the Guaranty to the same extent as each of the other Guarantors thereunder. The undersigned further agrees, as of the date first above written, that each reference in the Guaranty to an “Additional Guarantor” or a “Guarantor” shall also mean and be a reference to the undersigned, and each reference in any other Loan Document to a “Guarantor” or a “Loan Party” shall also mean and be a reference to the undersigned.

  • Termination of Existing Credit Agreement Receipt by the Administrative Agent of evidence that the Existing Credit Agreement concurrently with the Closing Date is being terminated and all Liens securing obligations under the Existing Credit Agreement concurrently with the Closing Date are being released.

  • Termination of Existing Credit Facility The Administrative Agent shall have received satisfactory evidence that the Existing Credit Agreement shall have been terminated, all commitments thereunder shall have been terminated and all amounts owing thereunder shall have been paid in full (the “Refinancing”).

  • Guaranty Each Guarantor hereby absolutely and unconditionally, jointly and severally guarantees, as primary obligor and as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all Secured Obligations (for each Guarantor, subject to the proviso in this sentence, its “Guaranteed Obligations”); provided that (a) the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor and (b) the liability of each Guarantor individually with respect to this Guaranty shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code of the United States or any comparable provisions of any applicable state law. Without limiting the generality of the foregoing, the Guaranteed Obligations shall include any such indebtedness, obligations, and liabilities, or portion thereof, which may be or hereafter become unenforceable or compromised or shall be an allowed or disallowed claim under any proceeding or case commenced by or against any debtor under any Debtor Relief Laws. The Administrative Agent’s books and records showing the amount of the Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon each Guarantor, and conclusive for the purpose of establishing the amount of the Secured Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Secured Obligations or any instrument or agreement evidencing any Secured Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Secured Obligations which might otherwise constitute a defense to the obligations of the Guarantors, or any of them, under this Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing.

  • Termination of Existing Agreement The Existing Agreement is hereby terminated and replaced and superseded by this Agreement, effective August 1, 2001. All payments, of Base Salary or otherwise, made by the Company under the Existing Agreement with respect to any period commencing on or after August 1, 2001 shall be credited against the corresponding payment obligations of the Company under this Agreement.

  • Termination of Existing Credit Agreements The Company and each of the Banks that is also a "Bank" party to the Existing Credit Agreements agrees that the "Commitments" as defined in the Existing Credit Agreements shall be terminated in their entirety on the Effective Date. Each of such Banks waives (a) any requirement of notice of such termination pursuant to Section 2.09 of the Existing Credit Agreements and (b) any claim to any facility fees or other fees under the Existing Credit Agreements for any day on or after the Effective Date. Each of the Company and the Borrower (i) represents and warrants that (x) after giving effect to the preceding sentences of this Section 10.07, the commitments under the Existing Credit Agreements will be terminated effective not later than the Effective Date, (y) no loans are, as of the date hereof, or will be, as of the Effective Date, outstanding under the Existing Credit Agreements and (ii) covenants that all accrued and unpaid facility fees and any other amounts due and payable under the Existing Credit Agreements shall have been paid on or prior to the Effective Date.

  • TERM, TERMINATION AND AMENDMENT (a) This Agreement shall become effective on the date of its execution and shall remain in full force and effect for a period of two years from the effective date and shall automatically continue in full force and effect after such initial term unless either party terminates this Agreement by written notice to the other party at least sixty (60) days prior to the expiration of the initial term.

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