Continuing Guaranty; Transfer of Notes. This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the latest of (i) the indefeasible payment in full in cash of the Guaranteed Obligations and all other amounts payable under this Guaranty and (ii) the final maturity of the Notes, (b) be binding upon each Guarantor and its successors and assigns and (c) inure to the benefit of and be enforceable by the Noteholders and their successors, transferees and assigns. Without limiting the generality of clause (c) of the immediately preceding sentence, any Noteholder may assign or otherwise transfer all or any portion of its rights and obligations under the Note Agreement (including, without limitation, all or any portion of the Note or Notes held by it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Noteholder herein or otherwise. No Guarantor shall have the right to assign its rights hereunder or any interest herein without the prior written consent of the Noteholders.
Appears in 2 contracts
Samples: Note Purchase Agreement (Alliance Holdings GP, L.P.), Note Purchase Agreement (Alliance Resource Partners Lp)
Continuing Guaranty; Transfer of Notes. This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the latest of (i) the indefeasible payment in full in cash of the Guaranteed Obligations and all other amounts payable under this Guaranty and Guaranty, (ii) the final maturity termination of the Credit Agreements and (iii) the cancellation of the Notes, ; (b) be binding upon each Guarantor the Guarantors and its their respective successors and assigns assigns; and (c) inure to the benefit of and be enforceable by the Noteholders Guaranteed Parties and their successors, transferees respective successors and assigns. Without limiting the generality of clause (c) of the immediately preceding sentence, if any Noteholder may assign Revolver Lender assigns or otherwise transfer transfers all or any portion of its rights and obligations under the Note applicable Revolver Credit Agreement (including, without limitation, all or any portion of its commitments, the Note advances owing to it and the note or Notes notes held by it) to any other Personperson in accordance with the terms thereof, and then such other Person person shall thereupon become vested with all the benefits in respect thereof of such transferred rights and obligations granted to such Noteholder herein or otherwise. No Guarantor shall have the right to assign its rights hereunder or any interest herein without the prior written consent of the NoteholdersGuaranteed Party herein.
Appears in 2 contracts
Samples: Five Year Credit Agreement (Interpublic Group of Companies Inc), 364 Day Credit Agreement (Interpublic Group of Companies Inc)
Continuing Guaranty; Transfer of Notes. This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the latest of (i) the indefeasible payment in full in cash of the Guaranteed Obligations and all other amounts payable under this Guaranty and (ii) the final maturity termination of the Notes, Credit Agreements; (b) be binding upon each Guarantor the Guarantors and its their respective successors and assigns assigns; and (c) inure to the benefit of and be enforceable by the Noteholders Guaranteed Parties and their successors, transferees respective successors and assigns. Without limiting the generality of clause (c) of the immediately preceding sentence, if any Noteholder may assign Revolver Lender assigns or otherwise transfer transfers all or any portion of its rights and obligations under the Note applicable Credit Agreement (including, without limitation, all or any portion of its commitments, the Note advances owing to it and the note or Notes notes held by it) to any other Personperson in accordance with the terms thereof, and then such other Person person shall thereupon become vested with all the benefits in respect thereof of such transferred rights and obligations granted to such Noteholder herein or otherwise. No Guarantor shall have the right to assign its rights hereunder or any interest herein without the prior written consent of the NoteholdersGuaranteed Party herein.
Appears in 1 contract
Samples: Subsidiary Guaranty (Interpublic Group of Companies Inc)
Continuing Guaranty; Transfer of Notes. This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the latest of (i) the indefeasible payment in full in cash of the Guaranteed Obligations and all other amounts payable under this Guaranty and Guaranty, (ii) the final maturity termination of the Credit Agreements and (iii) the cancellation of the Notes, ; (b) be binding upon each Guarantor the Guarantors and its their respective successors and assigns assigns; and (c) inure to the benefit of and be enforceable by the Noteholders Guaranteed Parties and their successors, transferees respective successors and assigns. Without limiting the generality of clause (c) of the immediately preceding sentence, if any Noteholder may assign Revolver Lender assigns or otherwise transfer transfers all or any portion of its rights and obligations under the Note applicable Credit Agreement (including, without limitation, all or any portion of its commitments, the Note advances owing to it and the note or Notes notes held by it) to any other Personperson in accordance with the terms thereof, and then such other Person person shall thereupon become vested with all the benefits in respect thereof of such transferred rights and obligations granted to such Noteholder herein or otherwise. No Guarantor shall have the right to assign its rights hereunder or any interest herein without the prior written consent of the NoteholdersGuaranteed Party herein.
Appears in 1 contract
Samples: Subsidiary Guaranty (Interpublic Group of Companies Inc)
Continuing Guaranty; Transfer of Notes. This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the latest of (i) the indefeasible payment in full in cash of the Guaranteed Obligations and all other amounts payable under this Guaranty and (ii) the final maturity payment of the Notes, (b) be binding upon each Guarantor and the Guarantor, its successors and assigns and (c) inure to the benefit of and be enforceable by the Noteholders and their successors, transferees and assigns. Without limiting the generality of clause (c) of the immediately preceding sentence, any Noteholder may assign or otherwise transfer all or any portion of its rights and obligations under the Note Agreement (including, without limitation, all or any portion of the Note or Notes held by it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Noteholder herein or otherwise. No Guarantor shall have the right to assign its rights hereunder or any interest herein without the prior written consent of the Noteholders.
Appears in 1 contract
Samples: Note Purchase Agreement (Alliance Resource Partners Lp)