Boco Pledge of Performance Guaranty
Boco Pledge of Performance Guaranty Sample Clauses
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Guarantee of Performance Parent hereby guarantees the performance by Acquisition and, after the Effective Time, the Surviving Corporation of its obligations under this Agreement, including but not limited to the Surviving Corporation's obligations under Section 5.13.
Guaranty of Performance The Guarantors also jointly and severally guarantee the full, prompt and unconditional performance of all obligations and agreements of every kind owed or hereafter to be owed by the Debtor and the other Guarantors to the Agent or the Banks. Every provision for the benefit of the Agent or the Banks contained in this Guaranty shall apply to the guaranty of performance given in this Paragraph 8.
Parent Guaranty The Parent hereby, jointly and severally, together with the Subsidiary Guarantors under the Subsidiary Guaranty, absolutely and unconditionally guaranties to the holders from time to time of the Notes: (i) the full and prompt payment of the principal of all of the Notes and of the interest thereon at the rate therein stipulated and the Make-Whole Amount (if any), when and as the same shall become due and payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration, or otherwise (including (to the extent legally enforceable) interest due on overdue payments of principal, Make-Whole Amount (if any) or interest at the rate set forth in the Notes) and all other amounts from time to time owing by the Issuer under this Agreement and under the Notes (including, without limitation, costs and expenses), (ii) the full and prompt performance and observance by the Issuer of each and all of the obligations, covenants and agreements required to be performed or observed by the Issuer under the terms of the Notes and this Agreement and (iii) the full and prompt payment, upon demand by any holder of the Notes, of all costs and expenses, legal or otherwise (including attorneys’ fees) and such expenses, if any, as shall have been expended or incurred in the protection or enforcement of any right or privilege under the Notes or this Agreement, including, without limitation, in any consultation or action in connection therewith, subject to the limitations set forth in Section 15.1 of this Agreement. The guaranty of the Notes herein provided for is a guaranty of the immediate and timely payment of the principal and interest on the Notes and the Make-Whole Amount (if any) as and when the same are due and payable and shall not be deemed to be a guaranty only of the collectability of such payments and therefore each holder of the Notes may xxx the Parent directly upon such principal, interest and Make-Whole Amount (if any) becoming so due and payable.
Holdings Guaranty 261 14.01 The Guaranty............................................................................ 261 14.02 Bankruptcy.............................................................................. 261 14.03
Performance Guaranty Parent hereby guarantees the due, prompt and faithful performance and discharge by, and compliance with, all of the obligations, covenants, terms, conditions and undertakings of Merger Sub under this Agreement in accordance with the terms hereof, including any such obligations, covenants, terms, conditions and undertakings that are required to be performed, discharged or complied with following the Effective Time by the Surviving Corporation.
Stock Pledge Agreement The term "Stock Pledge Agreement" shall have the meaning set forth in Section 6.3(xiii).
Further Documentation; Pledge of Instruments At any time and from time to time, upon the written request of Lender, and at the sole expense of Debtor, Debtor will promptly and duly execute and deliver any and all such further instruments, documents and agreements and take such further action as Lender may reasonably deem desirable to obtain the full benefits of this Security Agreement and of the rights and powers herein granted, including the filing of any financing or continuation statements under the UCC with respect to the liens and security interests granted hereby, transferring Collateral to Lender’s possession (if a security interest in such Collateral can be perfected only by possession), and using its best efforts to obtain waivers of Liens and consents to assignments from landlords and mortgagees. Debtor hereby irrevocably makes, constitutes and appoints Lender (and all Persons designated by Lender for that purpose) as Debtor’s true and lawful attorney-in-fact, effective upon the failure or refusal of Debtor upon request to execute and/or deliver to Lender any financing statement, continuation statement, instrument, document, or agreement that Lender may reasonably deem desirable to obtain the full benefits of this Security Agreement and of the rights and powers granted hereunder (herein, “Supplemental Documentation”), to sign Debtor’s name on any such Supplemental Documentation and to deliver any such Supplemental Documentation to such Person as Lender, in its sole discretion, shall elect. Debtor also hereby authorizes Lender to file any financing or continuation statement without the signature of Debtor to the extent permitted by applicable law. Debtor agrees that a carbon, photographic, photostatic, or other reproduction of this Security Agreement or of a financing statement is sufficient as a financing statement and may be filed by Lender in any filing office. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument or Document, such Instrument or Document shall be immediately pledged to Lender hereunder, and shall be duly endorsed in a manner satisfactory to Lender and delivered to Lender. In the event that Debtor shall acquire after the Closing Date any letters of credit, Securities, Chattel Paper, Documents, or Instruments having a value in excess of $10,000, Debtor shall promptly so notify Lender and deliver the originals of all of the foregoing to Lender and in any event within ten (10) days of each acquisition.
Limited Guaranty Trinity hereby irrevocably and unconditionally guarantees for the benefit of each of the Owner Participant, the Owner Trustee, Trust Company, the Indenture Trustee, the Pass Through Trustee and the Policy Provider (each, together with their respective permitted successors and assigns, a "Guaranty Party") the full and punctual payment of all amounts payable by the Lessee under Sections 7.1 and 7.2 of this Agreement (all such obligations being hereinafter referred to as the "Guaranteed Obligations"). Upon failure by the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreements. All payments by Trinity under this guaranty shall be made on the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance of the Guaranteed Obligations by Trinity hereunder, or at any time thereafter, that any Person: (a) file suit or proceed to obtain or assert a claim for personal judgment against Lessee or any other Person that may be liable for any Guaranteed Obligation; (b) make any other effort to obtain payment or performance of any Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled in connection with any Guaranteed Obligation or any security or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable for any Guaranteed Obligation.
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.
Further Assurances; Pledge of Instruments At any time and from time to time, upon the written request of the Agent, and at the sole expense of the Grantor, the Grantor shall promptly and duly execute and deliver any and all such further instruments and documents and take such further action as the Agent may reasonably deem desirable to obtain the full benefits of this Security Agreement and of the rights and powers herein granted, including, without limitation, (a) using its best efforts to secure all consents and approvals from any and all Governmental Authorities or other Person necessary or appropriate for the assignment to the Agent of any Contract or License held by the Grantor or in which the Grantor has any rights not heretofore assigned, (b) filing any financing or continuation statements under the UCC with respect to the security interests granted hereby, (c) filing or cooperating with the Agent in filing any forms or other documents required to be filed with the United States Patent and Trademark Office, United States Copyright Office, or any filings in any foreign jurisdiction or under any international treaty, required to secure or protect the Agent's interest in the Collateral (d) transferring Collateral to the Agent's possession (if a security interest in such Collateral can be perfected by possession), (e) placing the interest of the Agent as lienholder on the certificate of title (or other evidence of ownership) of any vehicle or watercraft owned by the Grantor or in or with respect to which the Grantor holds a beneficial interest, (f) as to any new Deposit Account or Securities Account to be opened by the Grantor, as applicable, executing and delivering, and causing the applicable depository institution or security intermediary to execute and deliver, a collateral control agreement with respect to each new Deposit Account or Securities Account, and (g) as to any new insurance policy to be maintained by the Grantor, to execute and deliver to the insurance company issuing such policy a Notice of Security Interest in Insurance Policy. The Grantor also hereby authorizes the Agent to file any such financing or continuation statement without the signature of the Grantor. If any amount payable under or in connection with any of the Collateral is or shall become evidenced by any Instrument, such Instrument, other than checks and notes received in the ordinary course of business, shall be duly endorsed in a manner satisfactory to the Agent and delivered to the Agent immediately upon the Grantor's receipt thereof.
