Continuing Guaranty; Transfer of Guarantied Obligations. This Guaranty (a) is (i) a continuing guaranty and shall remain in full force and effect until the earlier of (A) the Guaranty Release Date and (B) the date upon which all of the Guarantied Obligations are fully, indefeasibly, absolutely and unconditionally paid and performed and the Aggregate Commitments are terminated (such earlier date, the "Release Date") and (ii) binding upon each Guarantor, its successors and permitted assigns and such Guarantor as debtor-in-possession, and (b) inures to the benefit of is enforceable by the Administrative Agent and the other Guarantied Parties and their respective successors, permitted transferees, and permitted assigns. Without limiting the generality of the foregoing clause (b), each of the Guarantied Parties may assign or otherwise transfer any Guarantied Obligations owed to it to any other Person, and such other Person shall thereupon become vested with all the rights in respect thereof granted to such Guarantied Party herein or otherwise with respect to such Guarantied Obligations so transferred or assigned; subject, however, to compliance with the provisions of the Credit Agreement. Except as the result of the consummation of a transaction permitted under Section 7.04 of the Credit Agreement, no Guarantor may assign any of its obligations under this Guaranty.
Appears in 5 contracts
Samples: Credit Agreement (Telephone & Data Systems Inc /De/), Credit Agreement (United States Cellular Corp), Senior Term Loan Credit Agreement (United States Cellular Corp)
Continuing Guaranty; Transfer of Guarantied Obligations. This Guaranty (a) is (i) a continuing guaranty and shall remain in full force and effect until the earlier of (A) the Guaranty Release Date and (B) the date upon which all of the Guarantied Obligations are fully, indefeasibly, absolutely and unconditionally paid and performed and performed, the Aggregate Commitments are terminated, and all Letters of Credit have expired, been terminated or secured on terms that are reasonably satisfactory to the L/C Issuer (such earlier date, the "Release Date") and (ii) binding upon each Guarantor, its successors and permitted assigns and such Guarantor as debtor-in-possession, and (b) inures to the benefit of is enforceable by the Administrative Agent and the other Guarantied Parties and their respective successors, permitted transferees, and permitted assigns. Without limiting the generality of the foregoing clause (b), each of the Guarantied Parties may assign or otherwise transfer any Guarantied Obligations owed to it to any other Person, and such other Person shall thereupon become vested with all the rights in respect thereof granted to such Guarantied Party herein or otherwise with respect to such Guarantied Obligations so transferred or assigned; subject, however, to compliance with the provisions of the Credit Agreement. Except as the result of the consummation of a transaction permitted under Section 7.04 of the Credit Agreement, no Guarantor may assign any of its obligations under this Guaranty.
Appears in 4 contracts
Samples: Credit Agreement (United States Cellular Corp), Credit Agreement (United States Cellular Corp), Credit Agreement (Telephone & Data Systems Inc /De/)
Continuing Guaranty; Transfer of Guarantied Obligations. This Guaranty (a) is (i) a continuing guaranty and shall remain in full force and effect until the earlier of (A) the Guaranty Release Date and (B) the date upon which all of the Guarantied Obligations are fully, indefeasibly, absolutely and unconditionally paid and performed and performed, the Aggregate Commitments are terminated, and all Letters of Credit have expired, been terminated or secured on terms that are reasonably satisfactory to the L/C Issuer (such earlier date, the "“Release Date"”) and (ii) binding upon each Guarantor, its successors and permitted assigns and such Guarantor as debtor-in-possession, and (b) inures to the benefit of is enforceable by the Administrative Agent and the other Guarantied Parties and their respective successors, permitted transferees, and permitted assigns. Without limiting the generality of the foregoing clause (b), each of the Guarantied Parties may assign or otherwise transfer any Guarantied Obligations owed to it to any other Person, and such other Person shall thereupon become vested with all the rights in respect thereof granted to such Guarantied Party herein or otherwise with respect to such Guarantied Obligations so transferred or assigned; subject, however, to compliance with the provisions of the Credit Agreement. Except as the result of the consummation of a transaction permitted under Section 7.04 of the Credit Agreement, no Guarantor may assign any of its obligations under this Guaranty.
Appears in 2 contracts
Samples: Credit Agreement (United States Cellular Corp), Credit Agreement (Telephone & Data Systems Inc /De/)
Continuing Guaranty; Transfer of Guarantied Obligations. This Guaranty (a) is (i) a continuing guaranty and shall remain in full force and effect until the earlier of (A) the Guaranty Release Date and (B) the date upon which all of the Guarantied Obligations are fully, indefeasibly, absolutely and unconditionally paid and performed and the Aggregate Commitments are terminated (such earlier date, the "“Release Date") ”); and (ii) binding upon each Guarantor, its successors and permitted assigns and such Guarantor as debtor-debtor- in-possession, and (b) inures to the benefit of and is enforceable by the Administrative Agent and the other Guarantied Parties and their respective successors, permitted transferees, transferees and permitted assigns. Without limiting the generality of the foregoing clause (b), each of the Guarantied Parties may assign or otherwise transfer any Guarantied Obligations owed to it to any other Person, and such other Person shall thereupon become vested with all the rights in respect thereof granted to such Guarantied Party herein or otherwise with respect to such Guarantied Obligations so transferred or assigned; subject, however, to compliance with the provisions of the Credit Agreement. Except as the result of the consummation of a transaction permitted under Section 7.04 of the Credit Agreement, no Guarantor may assign any of its obligations under this Guaranty.
Appears in 1 contract
Samples: Credit Agreement (Telephone & Data Systems Inc /De/)
Continuing Guaranty; Transfer of Guarantied Obligations. This Guaranty (a) is (i) a continuing guaranty and shall remain in full force and effect until the earlier of (A) the Guaranty Release Date and (B) the date upon which all of the Guarantied Obligations are fully, indefeasibly, absolutely and unconditionally paid and performed and performed, the Aggregate Commitments are terminated, and all Letters of Credit have expired, been terminated or secured on terms that are reasonably satisfactory to the L/C Issuer (such earlier date, the "Release Date") and (ii) binding upon each Guarantor, its successors and permitted assigns and such Guarantor as debtor-in-in- possession, and (b) inures to the benefit of is enforceable by the Administrative Agent and the other Guarantied Parties and their respective successors, permitted transferees, and permitted assigns. Without limiting the generality of the foregoing clause (b), each of the Guarantied Parties may assign or otherwise transfer any Guarantied Obligations owed to it to any other Person, and such other Person shall thereupon become vested with all the rights in respect thereof granted to such Guarantied Party herein or otherwise with respect to such Guarantied Obligations so transferred or assigned; subject, however, to compliance with the provisions of the Credit Agreement. Except as the result of the consummation of a transaction permitted under Section 7.04 of the Credit Agreement, no Guarantor may assign any of its obligations under this Guaranty.
Appears in 1 contract
Samples: Credit Agreement (Telephone & Data Systems Inc /De/)
Continuing Guaranty; Transfer of Guarantied Obligations. This Guaranty (a) is (i) a continuing guaranty and shall remain in full force and effect until the earlier of (A) the Guaranty Release Date and (B) the date upon which all of the Guarantied Obligations are fully, indefeasibly, absolutely and unconditionally paid in cash and performed and the Aggregate Commitments are terminated (such earlier date, the "“Release Date"”) and (ii) binding upon each Guarantor, its successors and permitted assigns and such Guarantor as debtor-in-possession, and (b) inures to the benefit of and is enforceable by the Administrative Agent and the other Guarantied Parties and their respective successors, permitted transferees, and permitted assigns. Without limiting the generality of the foregoing clause (b), each of the Guarantied Parties may assign or otherwise transfer any Guarantied Obligations owed to it to any other Person, and such other Person shall thereupon become vested with all the rights in respect thereof granted to such Guarantied Party herein or otherwise with respect to such Guarantied Obligations so transferred or assigned; subject, however, to compliance with the provisions of the Credit Agreement. Except as the result of the consummation of a transaction permitted under Section 7.04 of the Credit Agreement, no Guarantor may assign any of its obligations under this Guaranty.
Appears in 1 contract
Samples: Senior Secured Credit Agreement (Telephone & Data Systems Inc /De/)
Continuing Guaranty; Transfer of Guarantied Obligations. This Guaranty (a) is (i) a continuing guaranty and shall remain in full force and effect until the earlier of (A) the Guaranty Release Date and (B) the date upon which all of the Guarantied Obligations are fully, indefeasibly, absolutely and unconditionally paid and performed and (other than contingent Guarantied Obligations which survive by their terms) (the Aggregate Commitments are terminated (such earlier date, the "“Release Date"”) and (ii) binding upon each Guarantor, its successors and permitted assigns and such Guarantor as debtor-in-possession, and (b) inures to the benefit of and is enforceable by the Administrative Agent Lender and the other Guarantied Parties and their respective its successors, permitted transferees, and permitted assigns. Without limiting the generality of the foregoing clause (b), each of the Guarantied Parties Lender may assign or otherwise transfer any Guarantied Obligations owed to it to any other Person, and such other Person shall thereupon become vested with all the rights in respect thereof granted to such Guarantied Party the Lender herein or otherwise with respect to such Guarantied Obligations so transferred or assigned; subject, however, to compliance with the provisions of the Credit Loan Agreement. Except as the result of the consummation of a transaction permitted under Section 7.04 of the Credit Agreement, no No Guarantor may assign (including any novation, delegation or transfer) any of its rights (if any) or obligations under this GuarantyGuaranty without the prior written consent of the Lender (which the Lender may grant or withhold in their sole discretion, for any reason or for no reason), and any purported assignment without such consent shall be null and void.
Appears in 1 contract
Samples: Equity and Business Loan Agreement (NKGen Biotech, Inc.)