Debt Protection Agreements Sample Clauses

Debt Protection Agreements. During the term of the Protected Period, the REIT, the Partnership and the Companies agree for the benefit of the Protected Members that each Company shall (i) allocate to each Protected Member pursuant to Treasury Regulations Section 1.752-3 an amount of indebtedness sufficient to avoid the recognition of Non-Recourse Built-In Gain by such Protected Member, or (ii) in the event there is insufficient indebtedness available to allocate to a Protected Member pursuant to Treasury Regulations Section 1.752-3 such that the Protected Member would be required to recognize any Non-Recourse Built-In Gain, make available to such Protected Member the opportunity to execute a so-called “bottom” or “last-loss” guarantee, a reimbursement agreement or the equivalent thereof (a “Debt Protection Agreement”) in respect of an amount of indebtedness sufficient to avoid the recognition of Non-Recourse Built-In Gain by such Protected Member, to the extent that such Debt Protection Agreement permits the Protected Member to achieve such result under tax law as from time to time in effect. If, as a result of a change in law after the Effective Date, a “bottom” or “last-loss” guarantee is insufficient to avoid the recognition of Non-Recourse Built-In Gain by a Protected Member, each Company shall make available to a Protected Member the opportunity to execute another form of guarantee that permits the Protected Member to achieve such result under tax law then in effect. If a Protected Member elects to execute a Debt Protection Agreement (including a guarantee executed pursuant to the immediately preceding sentence), the relevant Company shall allocate to such Protected Member for purposes of applying Section 752 of the Code the amount of indebtedness (or other obligations) that is subject to the Debt Protection Agreement. For the avoidance of doubt, the Indemnitors shall have no liability under Section 4.1(b) if a Company provides the guarantee opportunities required by this Section 3.2 and a Protected Partner elects to not enter into a guarantee.
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Related to Debt Protection Agreements

  • Subordination Agreements Subordination Agreements with respect to all Subordinated Debt.

  • Guaranty Agreements Any Guaranty Agreement or any provision thereof shall for any reason cease to be in full force and effect or valid and binding on or enforceable against any Credit Party or a Credit Party shall so state in writing or bring an action to limit its obligations or liabilities thereunder; or any Credit Party shall fail to perform any of its obligations thereunder; or

  • Certain Additional Agreements If any Registration Statement or comparable statement under state blue sky laws refers to any Holder by name or otherwise as the Holder of any securities of the Company, then such Holder shall have the right to require (a) the insertion therein of language, in form and substance satisfactory to such Holder and the Company, to the effect that the holding by such Holder of such securities is not to be construed as a recommendation by such Holder of the investment quality of the Company’s securities covered thereby and that such holding does not imply that such Holder will assist in meeting any future financial requirements of the Company, or (b) in the event that such reference to such Holder by name or otherwise is not in the judgment of the Company required by the Securities Act or any similar federal statute or any state blue sky or securities law then in force, the deletion of the reference to such Holder.

  • Acquisition Agreements If the Equipment is subject to any Acquisition Agreement, Lessee, as part of this lease, transfers and assigns to Lessor all of its rights, but none of its obligations (except for Lessee's obligation to pay for the Equipment conditioned upon Lessee's acceptance in accordance with Paragraph 6), in and to the Acquisition Agreement, including but not limited to the right to take title to the Equipment. Lessee shall indemnify and hold Lessor harmless in accordance with Paragraph 19 from any liability resulting from any Acquisition Agreement as well as liabilities resulting from any Acquisition Agreement Lessor is required to enter into on behalf of Lessee or with Lessee for purposes of this lease.

  • Certain Agreements Without the prior written consent of the Administrator and the Majority Purchaser Agents, the Seller will not amend, modify, waive, revoke or terminate any Transaction Document to which it is a party or any provision of the Seller’s organizational documents which requires the consent of the “Independent Manager”.

  • Commercial Agreements All of the container leases, lease addenda, container management agreements and other agreements of the Company and its subsidiaries, considered as one enterprise (collectively, the “Commercial Agreements”), are in full force and effect, except where the failure of a Commercial Agreement to not be in full force and effect would not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect; and neither the Company nor any of its subsidiaries has any notice of any claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries under any Commercial Agreement, or affecting or questioning the rights of the Company or any of its subsidiaries with respect to any such Commercial Agreement, except with respect to any claims which would not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect.

  • Indemnity Agreements Simultaneously with any person becoming a Designated Director, the Company shall execute and deliver to each such Designated Director an Indemnity Agreement dated the date such Designated Director becomes a director of the Company.

  • Parties to Lock-Up Agreements The Company has furnished to the Underwriters a letter agreement in the form attached hereto as Exhibit A (the “Lock-up Agreement”) from each of the persons listed on Exhibit B. Such Exhibit B lists under an appropriate caption the directors and executive officers of the Company. If any additional persons shall become directors or executive officers of the Company prior to the end of the Company Lock-up Period (as defined below), the Company shall cause each such person, prior to or contemporaneously with their appointment or election as a director or executive officer of the Company, to execute and deliver to the Representatives a Lock-up Agreement.

  • Agreements and Documents Parent shall have received the following agreements and documents, each of which shall be in full force and effect:

  • Additional Agreements Acknowledgements and Waivers of the Purchaser (a) Lock-up; Transfer Restrictions. The Purchaser agrees that it shall not Transfer any Forward Purchase Shares or Forward Purchase Warrants until 30 days after the completion of the initial Business Combination. Notwithstanding the foregoing, Transfers of the Forward Purchase Shares and Forward Purchase Warrants are permitted (any such transferees, the “Permitted Transferees”): (i) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members, managers or affiliates of the Purchaser, or any employees or advisors of the Company, the Purchaser or such affiliates; (ii) in the case of an individual, by gift to a member of the individual’s immediate family, to a trust, the beneficiary of which is a member of individual’s immediate family or an affiliate of such person, or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) in the event of the Company’s liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in all of the Company’s stockholders having the right to exchange their Class A Shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; (vi) as a distribution to limited partners, members or stockholders of the Purchaser; (vii) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (vi) above; provided, however, that in each case, these Permitted Transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. “

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