Conditions to Liability Sample Clauses

Conditions to Liability. Notwithstanding anything herein to the contrary, this Guaranty shall result in liability to the Guarantor only in the event that any of the following shall occur (each of which shall be identified as a “Default”):
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Conditions to Liability. Subject to the limitation set forth herein, the Guarantor hereby unconditionally guaranties the punctual payment in full (in immediately available funds) when due of five percent (5%) of the amount outstanding (including interest accrued thereon) under each Term Loan made or arising under the Financing Agreement (the “Guaranteed Obligations”). Notwithstanding the foregoing or anything else herein to the contrary, before making a claim or proceeding against the Guarantor under this Guaranty, (a) the Lender shall be obligated to proceed against the Borrower or any other person liable on the Guaranteed Obligations and to proceed against any security held by the Borrower or any other person, or to pursue any other remedy in the Lender’s power whatsoever to collect the Term Loans, and an Event of Default involving the failure of the Borrower in paying any interest or principal due under a Term Loan or Tranche (determined without regard to, and by disregarding the effects of, any acceleration of amounts due under a Term Loan or Tranche prior to the applicable Final Maturity Date) shall have existed for at least thirty (30) consecutive days or (b) there shall be a default in full payment of the Covered Loan Amount under an Eligible Insurance Premium Loan (determined without regard to, and by disregarding the effects of, any acceleration of amounts due under such loan prior to the applicable maturity date) owned actually or beneficially through a participation by the Borrower (a “Client Default”) and such Client Default shall have existed for sixty (60) days; provided further, in the event of a Client Default, the amount due under this guaranty as a result of such event shall be limited to the shortfall in collections arising as a consequence thereof (taking into account any payments from the Collateral Value Insurer and Contingent Collateral Value Insurer and any proceeds from the disposition of any collateral for such Eligible Insurance Premium Loan) and the Guarantor shall be subrogated to the Lender’s rights to the shortfall in respect to such Client Default following payment.
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Related to Conditions to Liability

  • Conditions to Obligation of the Company The obligation of the Company to effect the Merger is also subject to the satisfaction or waiver by the Company at or prior to the Effective Time of the following conditions:

  • Conditions to Obligations of Company The obligation of Company to effect the Merger is also subject to the satisfaction or waiver by Company at or prior to the Effective Time of the following conditions:

  • Conditions to Xxxxx’x Obligations The obligations of Xxxxx hereunder with respect to a Placement will be subject to the continuing accuracy and completeness of the representations and warranties made by the Company herein, to the due performance by the Company of its obligations hereunder, to the completion by Xxxxx of a due diligence review satisfactory to Xxxxx in its reasonable judgment, and to the continuing satisfaction (or waiver by Xxxxx in its sole discretion) of the following additional conditions:

  • Conditions to Obligations OF EACH PARTY TO EFFECT THE MERGER. The respective obligations of each party to this Agreement to effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of the following conditions:

  • Conditions to Loan Section 3.1 Conditions to Funding of the Loan on the Closing Date......................................... 33

  • Conditions to Obligations of Parent and Sub The obligations of Parent and Sub to effect the Merger are further subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions:

  • Conditions to Obligations of Parent The obligation of Parent to effect the Merger is further subject to satisfaction or waiver of the following conditions:

  • Conditions to Obligations of the Company The Company’s obligation to sell and issue the Shares and the Warrants at the Closing is subject to the fulfillment to the satisfaction of the Company on or prior to the Closing Date of the following conditions, any of which may be waived by the Company:

  • Conditions to Obligation of Seller The obligation of Seller to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:

  • Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of the following conditions:

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