Cross-Guarantees Sample Clauses
Cross-Guarantees. The respective parties shall cause the Cross Guarantees to be terminated, effective as of the Closing Date.
Cross-Guarantees. Each of the Company, Offshore, Leviathan and DeepFlex shall be responsible for its respective premium obligations under the premium finance agreements between such parties and AFCO Credit Corporation. Prior to the Effective Time, each of the Company, Offshore, Leviathan and DeepFlex shall pay any unpaid portion of its premium obligations under such agreements, whether or not such obligations are then due and payable.
Cross-Guarantees. Each of Zhang Bangxin, Cao Yundong, LIU Yachao and BAI Yunfeng shall unconditionally guarantees the performance of BRIGHT UNISON LIMITED, CENTRAL GLORY INVESTMENTS LIMITED, PERFECT WISDOM INTERNATIONAL LIMITED and EXCELLENT NEW LIMITED respectively under this Agreement and vice versa, each of BRIGHT UNISON LIMITED, CENTRAL GLORY INVESTMENTS LIMITED, PERFECT WISDOM INTERNATIONAL LIMITED and EXCELLENT NEW LIMITED shall unconditionally guarantees the performance of Zhang Bangxin, Cao Yundong, LIU Yachao and BAI Yunfeng respectively under this Agreement.
Cross-Guarantees. Each of Industries and Entertainment hereby agrees, upon the request of Micro, to guarantee, for the fees and on the other terms and conditions set forth on Schedule 4.5, (i) indebtedness incurred by Micro pursuant to credit facilities of Micro entered into at or prior to the Effective Time or pursuant to any replacements, refinancings or renewals thereof which do not increase the aggregate amount of the indebtedness guaranteed and are on terms substantially the same as the prior facilities or otherwise reasonably acceptable to Industries and Entertainment, (ii) indebtedness incurred by Micro the proceeds of which are used by Micro to repay indebtedness owing to Industries, Entertainment or their respective Subsidiaries and (iii) amounts payable by Micro under the Master Lease dated as of December 20, 1995 by and between Lease Plan North America, Inc. and Ingram Micro L.P. Commencing at the Effective Time, Micro shaxx xxxmburse Entertainment or Industries, as the case may be, for the difference between (x) the actual cost of indebtedness incurred by Entertainment or Industries in connection with any type of financing transaction (up to an amount of such financing equal to the amount of indebtedness guaranteed by Entertainment or Industries, as the case may be), and the amount which such portion of such financing would have cost had all such guarantees been released at such time and (y) any increased cost of existing indebtedness of Industries or Entertainment arising as a result of the failure to have all guarantees released at such time. Each of Entertainment and Industries agrees to give Micro 75 days prior written notice of the incurrence by it of any indebtedness (other than indebtedness incurred pursuant to facilities entered into as of the Effective Time) subject to reimbursement as described above. Such written notice shall set forth the proposed amount of such indebtedness and shall specify the material terms and conditions of such indebtedness being proposed at such time, to the extent known by Entertainment or Industries at the time of such notice. Fees payable to Industries and Entertainment pursuant to Schedule 4.5 for any month shall be allocated between them in accordance with their relative book values as of the end of the prior month.
Cross-Guarantees. Each of the Borrowers (the “Guaranteeing Borrower”) hereby unconditionally guarantees to the Lender that all payment obligations of the other Borrowers, including, without limitation, all principal, interest and other amounts due under the Loan Documents, will be paid in the amounts, at the times and in the manner set forth in the Loan Documents, and that all of the terms, covenants and conditions required in the Loan Documents to be kept, observed or performed by each other Borrower will be performed at the time and in the manner set forth in the Loan Documents. The payment and performance obligations set forth in this paragraph are collectively referred to as the “Guaranteed Obligations.” If a Borrower is released from its Obligations under the Loan in connection with a Release or a Substitution in accordance with the terms of this Agreement, such Borrower shall be released from the Guaranteed Obligations. The guarantee of each of the Borrowers set forth in this Agreement is irrevocable, absolute and unconditional, and is one of payment and not just collection, and is subject only to the occurrence of a Default under the Loan Documents. In any enforcement action against the Guaranteeing Borrower, Guaranteeing Borrower shall not assert or exercise against the Lender any right of setoff, recoupment, or counterclaim, whether such right is independent of, or derives from, the Borrower whose Default has given rise the enforcement action (the “Defaulting Borrower”). No modification, limitation or discharge of any of the liabilities or obligations of the Defaulting Borrower or any other Borrower, arising out of, or by virtue of, any bankruptcy or similar proceeding for relief of debtors under federal or state law initiated by or against the Defaulting Borrower or any other Borrower shall modify, limit, reduce, impair, discharge, or otherwise affect the liability of the Guaranteeing Borrower in any manner whatsoever, and the guarantee of the Agreement shall continue in full force and effect, notwithstanding any such proceeding. The Guaranteeing Borrower waives any right to require the Lender to: (i) proceed against the Defaulting Borrower or any other guarantor, (ii) proceed against any collateral, (iii) pursue any other remedy in the Lender’s power whatsoever, or (iv) notify the Guaranteeing Borrower of any default by the Defaulting Borrower in the payment of any amounts due under the Loan Documents or in the performance of any agreement of the Defaulting Borro...
Cross-Guarantees. (a) Subject to Section 2(c) below, Encore hereby fully and unconditionally guarantees the full and timely performance by Global of Global's obligations under any and all assigned Support Agreements and under the Vendor Agreement as amended.
(b) Subject to Section 2(c) below, Global hereby fully and unconditionally guarantees the full and timely performance by Encore of the obligations under Sections 3.5 and 3.6 of the Vendor Agreement as amended.
(c) HII agrees that with respect to any disputes arising among HII and Global and Encore which give rise to Encore's and/or Global's guarantee obligations provided in this Section 2, each of Encore and Global may avail itself of the legal and equitable defenses available to the other with respect to its performance of the guaranteed obligations.
(d) With respect to any default or failure by either Encore or Global to perform its obligations under Section 3.5 of the Vendor Agreement as amended or this Amendment, HII agrees to provide notice to both Encore and Global and permit Encore and Global to cure such default or failure to perform, in accordance with Section 5.5 of the Vendor Agreement as amended.
(e) Notwithstanding the foregoing, nothing herein shall be deemed to create or impose any new or additional obligations on the part of Encore, except as solely set forth in Section 2(a) above, or to establish or grant any new or additional rights to HII except as specifically set forth in this Amendment.
Cross-Guarantees. All guarantees by Britannia, BDM or any of their respective Subsidiaries of the obligations of Mentmore or any Mentmore Subsidiary (other than Britannia, BDM or any of their respective Subsidiaries) to any bank or other financial institution shall have been released.
Cross-Guarantees. Each Borrower absolutely, irrevocably and unconditionally guarantees the due and punctual payment of the principal of and interest on each of the Notes (other than the Note or Notes that it is the maker of), when and as due, whether at maturity, by acceleration, by notice of prepayment or otherwise, and the due and punctual performance of all other Obligations of the other Borrowers. Each Borrower further agrees that the Obligations, or any of them, may be extended and renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its guarantee notwithstanding any extension or renewal of any Obligations. Each Borrower waives presentment to, demand of payment from and protest to Borrowers of any of the Obligations, and also waives notice of acceptance of its guarantee and notice of Doc #1273038 protest for nonpayment. The obligations of a Borrower hereunder shall not be affected by (a) the failure of Lender to assert any claim or demand or to enforce any right or remedy against any other Borrower under the provisions of this Agreement, the Notes or any of the other Loan Documents or otherwise; (b) any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreement, the Notes, any of the other Loan Documents, any guarantee or any other agreement; (c) the release of any security held by Lender for the Obligations or any of them; or (d) the failure of Lender to exercise any right or remedy against any other Borrower in respect of the Obligations. Each Borrower waives any rights or defenses it may have based upon the taking or failure to take of any of the actions described in the preceding sentence, or based upon the taking or failure to take by Lender of any other actions with respect to any other obligor, the obligations guaranteed, or any security therefor, including without limitation, any rights or defenses pursuant to Sections 2787 to 2855, inclusive, of the California Civil Code or similar laws of any other jurisdiction. Each Borrower further agrees that its guarantee constitutes a guarantee of payment when due and not of collec tion, and waives any right to require that any resort be had by Lender to any security held for payment of the Obligations or to any balance of any deposit account or credit on the books of Lender in favor of any Borrower or any other person. The obligations of each Borrower hereunder shall not be subject to any reduction, limitation, impairment or ...
Cross-Guarantees. Except as set forth on Schedule 3.33, the Valley Assets and the Sold Subsidiaries and their assets have been released from the guarantees listed on Schedule 3.33.
Cross-Guarantees. Promptly upon any Person becoming the UPREIT Entity or a Syndicate Subsidiary which is a Wholly Owned Subsidiary of the Borrower or the UPREIT Entity, cause such Person to duly execute and deliver to the Agent and the Lenders a Cross Guarantee.