Affiliate Guarantee. The Guarantor unconditionally guarantees the full and punctual payment of each Guaranteed Obligation when due (whether at stated maturity, upon acceleration or otherwise). The Guarantor acknowledges that, by signing this Guarantor Joinder Agreement and delivering it to the Administrative Agent, the Guarantor becomes a “Guarantor” and “Credit Party” for all purposes of the Credit Agreement and that its obligations under the foregoing Affiliate Guarantee are subject to all the provisions of the Credit Agreement (including those set forth in Article 10 thereof) applicable to the obligations of a Guarantor thereunder.
Affiliate Guarantee. The obligation of AMEX to perform its duties and other obligations hereunder shall be subject to AMEX' receipt of a fully executed Affiliate Guarantee in the form of Exhibit N hereto from Loeb Holding Corporation.
Affiliate Guarantee. The Affiliate Guarantee, duly executed and delivered by KIG, Cunningham, GDLP and the Agent.
Affiliate Guarantee. Concurrently with the execution of this Agreement, Purchaser has delivered to Sellers a guarantee, dated the date hereof and in the form attached hereto as Exhibit J, of KPS Special Situations Mid-Cap Fund LP and KPS Special Situations Mid-Cap Fund (A) LP (the “Affiliate Guarantors”) guaranteeing certain of Purchaser’s obligations hereunder (the “Affiliate Guarantee”) upon and subject to the terms and conditions of the Affiliate Guarantee. The Affiliate Guarantee is in full force and effect and is a valid, legal, binding and Enforceable obligation of the applicable Affiliate Guarantor. No event has occurred which, with or without notice, lapse of time or both, would constitute a default on the part of the Affiliate Guarantors under the Affiliate Guarantee. Nothing in this Section 4.11 shall be construed to limit in any way either Seller’s right to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement as contemplated by Section 9.13.
Affiliate Guarantee. In the event that aggregate loans, Dividends or other distributions or Investments from the Borrower or any of its Subsidiaries to any Affiliate thereof (excluding Dividends made by the Borrower to any of its shareholders in accordance with Section 9.15 hereof) exceed $5,000,000 in principal amount at any time, cause such Affiliate to immediately, and in any event within 10 Banking Days thereafter, execute and deliver to the Administrative Agent a guarantee of the Debt of the Borrower hereunder, which guarantee shall be substantially in a form approved by the Administrative Agent and the Required Banks.
Affiliate Guarantee. Concurrently with the execution of this Agreement, Buyer has delivered to Seller a guarantee, dated the date hereof and in the form attached hereto as Exhibit D, of Xxxxxxxxx Holdco Corporation (the “Affiliate Guarantor”) guaranteeing Buyer’s obligations hereunder (the “Affiliate Guarantee”) upon and subject to the terms and conditions of the Affiliate Guarantee. The Affiliate Guarantee is in full force and effect and is a valid, legal, binding and enforceable obligation of the Affiliate Guarantor, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general equity principles. No event has occurred which, with or without notice, lapse of time or both, would constitute a default on the part of the Affiliate Guarantor under the Affiliate Guarantee. Except as otherwise set forth in the Affiliate Guarantee, nothing in this Section 6.8 shall be construed to limit in any way Seller’s right to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement as contemplated by Section 12.16.
Affiliate Guarantee. Concurrently with the execution of this Agreement, Buyer has delivered to Seller a guarantee, dated the date hereof and in the form attached hereto as Exhibit I, of the Affiliate Guarantor guaranteeing Buyer’s obligations hereunder (the “Affiliate Guarantee”) upon and subject to the terms and conditions of the Affiliate Guarantee. The Affiliate Guarantee is in full force and effect and is a valid, legal, binding and enforceable obligation of the Affiliate Guarantor. No event has occurred which, with or without notice, lapse of time or both, would constitute a default on the part of the Affiliate Guarantor under its Affiliate Guarantee. Nothing in this Section 6.8 shall be construed to limit in any way Seller’s right to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement as contemplated by Section 12.16.
Affiliate Guarantee. Term Loan Agreement
Affiliate Guarantee. Term Loan Agreement
(b) In respect of Restricted Obligations, each Swiss Guarantor shall:
(i) if and to the extent required by applicable law in force at the relevant time:
(ii) subject to any applicable double taxation treaty, deduct Swiss anticipatory tax (Verrechnungssteuer; “Swiss Withholding Tax”) at the rate of 35% (or such other rate as in force from time to time) from any payment made by it in respect of Restricted Obligations;
(iii) pay any such deduction to the Swiss Federal Tax Administration; and
(iv) notify the Administrative Agent that such a deduction has been made and provide the Administrative Agent with evidence that such a deduction has been paid to the Swiss Federal Tax Administration, all in accordance with Section 4.02(a) and Section 4.02(f) of the Credit Agreement; and
(v) to the extent such a deduction is made, not be obliged to either gross-up in accordance with Section 4.02(a) of the Credit Agreement or Section 19(a) of this Guaranty or indemnify any of the Guaranteed Parties in accordance with Section 4.02(b) of the Credit Agreement in relation to any such payment made by it in respect of Restricted Obligations unless grossing-up is permitted under the laws of Switzerland then in force.
(c) If and to the extent requested by the Administrative Agent and if and to the extent this is from time to time required under Swiss law (restricting profit distributions), in order to allow the Guaranteed Parties to obtain a maximum benefit from the relevant Swiss Guarantor’s liabilities under this Guaranty, each Swiss Guarantor undertakes to promptly implement all such measures and/or to promptly obtain the fulfillment of all prerequisites allowing it to promptly make the requested payment(s) hereunder from time to time, including the following:
(i) preparation of an up-to-date audited balance sheet of such Swiss Guarantor;
(ii) confirmation of the auditors of such Swiss Guarantor that the relevant amount represents the maximum freely distributable profits;
(iii) approval by a quotaholders’ meeting of such Swiss Guarantor of the resulting profit distribution; and
(iv) to the extent permitted by applicable law, write up any of the assets of the relevant Swiss Guarantor that are shown in its balance sheet with a book value that is significantly lower than the market value of the assets and provided that such write-up would not have materially adverse tax consequences for such Swiss Guarantor or any of its affiliates.
Affiliate Guarantee
