Direct Obligations. As of the applicable Effective Time, the Assuming Company shall be the successor to the Ceding Company under the Novated Contracts as if the Novated Contracts were the direct obligation of the Assuming Company. The Assuming Company substitutes itself as of the applicable Effective Time in the place and stead of the Ceding Company and the Policyholder may thereafter disregard the Ceding Company as a party thereto and treat the Assuming Company as if it had been originally obligated thereunder. After the applicable Effective Time, the Policyholder shall have the right to file claims arising under the Novated Contract directly with the Assuming Company and the Assuming Company hereby consents to be subject to direct action taken by the Policyholder in accordance with the Policyholder’s rights under the Novated Contract; provided, however, that this Agreement shall not confer upon the Policyholder rights other than such rights that the Policyholder would have had in the absence of this Agreement (except that in assessing such rights no effect shall be given to any bankruptcy, liquidation, insolvency, reorganization or moratorium of the Ceding Company, or the effect of Laws or legal procedures affecting enforcement of creditors’ rights against the Ceding Company generally).
Direct Obligations. The Reinsurer shall be the successor to the Company under the Novated Policies as if the Novated Policies were direct obligations originally issued by the Reinsurer. The Reinsurer shall be substituted in the place and stead of the Company, and each Policyholder, insured or beneficiary under a Novated Policy shall disregard the Company as a party thereto and treat the Reinsurer as if it had been originally obligated thereunder. Such Persons shall have the right to file claims or take other actions under the Novated Policies on or after the effective date of such novation directly with the Reinsurer, and shall have a direct right of action for insurance liabilities reinsured thereunder against the Reinsurer, and the Reinsurer hereby consents to be subject to direct action taken by any such Persons under a Novated Policy. The Reinsurer accepts and assumes the Novated Policies subject to any and all defenses, setoffs and counterclaims to which the Company would be entitled with respect to such insurance liabilities, it being expressly understood and agreed by the parties hereto that no such defenses, setoffs or counterclaims are waived by the execution of this Assumption Agreement or the consummation of the transactions contemplated hereby and that the Reinsurer shall be fully subrogated to all such defenses, setoffs and counterclaims.
Direct Obligations. Debtor shall pay to Secured Party any sum or sums due or which may become due to Secured Party and which is secured hereby.
Direct Obligations. The Parent hereby unconditionally and irrevocably affirms to the Lenders its direct liability for, and guarantees to the Lenders, the due and punctual payment of all obligations and liabilities of the Subsidiary to the Lenders, whether arising under this Assumption Letter, the Credit Agreement, the other Loan Documents or any other documents related thereto (collectively, the "Borrowing Subsidiary Obligations") including, but not limited to, the due and punctual payment of principal of and interest on the Notes issued by the Subsidiary, and punctual payment of all other sums now or hereafter owed by the Subsidiary under this Assumption Letter, the Credit Agreement, the Loan Documents, any Note issued by the Subsidiary and any other document related thereto as and when the same shall become due (whether by acceleration or otherwise) and according to the terms hereof and thereof. In case of failure by the Subsidiary punctually to pay any Borrowing Subsidiary Obligation, the Parent hereby unconditionally agrees to cause such 164 payment to be made punctually as and when the same shall become due and payable, whether at maturity or by declaration or otherwise, and as if such payment were made by the Subsidiary.
Direct Obligations. Notwithstanding anything to the contrary herein and for the avoidance of doubt, this Guaranty is in addition to the Guarantor’s direct obligations with respect to the Guaranteed Obligations (including any direct obligations as a Borrower under the Loan Documents), and this Guaranty shall in no event operate to limit or reduce such direct obligations. [Remainder Intentionally Empty]
Direct Obligations. Par Crossed Cheques may only be issued by the Customer in payment of a direct obligation of the Customer to the Customer’s payees and not in payment of an obligation of another Person. For example, Par Crossed Cheques may not be issued to pay the Customer’s clients’ obligations to their payees or any other Person.
Direct Obligations. For the avoidance of doubt, this Agreement (including, without limitation, Section 2 hereof) shall not limit or be construed to limit any payment or performance obligations of Holdings and its Subsidiaries under the Credit Agreement, any notes delivered in connection therewith, and/or any Hedge Agreement. GUARANTY AGREEMENT (US), Page 12 EXECUTED as of the date first written above. IHS MARKIT LTD. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Chief Executive Officer MARKIT GROUP LIMITED MARKIT GROUP HOLDINGS LIMITED By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director MARKIT NORTH AMERICA INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President IHS INC. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Legal and Corporate Secretary IHS GLOBAL INC. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Legal and Corporate Secretary GUARANTY AGREEMENT (US), Page 13 X.X. XXXX & CO. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President and Assistant Secretary CARFAX, INC. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President and Assistant Secretary GUARANTY AGREEMENT (US), Page 14 GUARANTY AGREEMENT (US) EXHIBIT “A” to GUARANTY AGREEMENT (US), Cover Page This SUBSIDIARY JOINDER AGREEMENT (the “Agreement”) dated as of ____________________, ____ is executed by the undersigned (the “Guarantor”) for the benefit of Bank of America, N.A., in its capacity as administrative agent for the lenders party to the hereafter identified Credit Agreement (in such capacity herein, the “Administrative Agent”) and for the benefit of the other Guaranteed Parties in connection with that certain Credit Agreement dated as of July 12, 2016, among Markit Ltd., certain of its subsidiaries as borrowers thereunder, the lenders party thereto and the Administrative Agent (such Credit Agreement, as it may hereafter be amended or otherwise modified from time to time, being hereinafter referred to as the “Credit Agreement”, and capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Credit Agreement). The Guarantor is required to execute this Agreement pursuant to Section 5.09 of the Credit Agreement.
Direct Obligations. From and after the Assumption Date of the Contract Liabilities, the Contracts shall be the direct obligation of FSL, and London Pacific shall have no further obligations under the Contracts. This transfer and novation has been deemed to be in the best interest of the Contractholders by the North Carolina Commissioner of Insurance in his discretion, and with the implied consent of the Contractholders pursuant to N.C. Gen. Stat. ss.58-10-45. The effect of this transfer, as of the Assumption Date, shall be a novation of the Contracts, with the result that London Pacific will thereby be relieved of all insurance obligations and risks under the Contracts, and FSL will be solely and directly liable to the Contractholders for such insurance obligations and risks.
Direct Obligations. Pari Passu the obligations of the Borrower under this Agreement are direct, general and unconditional obligations of the Borrower and rank at least pari passu with all other present and future unsecured and unsubordinated Indebtedness of the Borrower with the exception of any obligations which are mandatorily preferred by law;
Direct Obligations. To the extent that the Reinsurer assumes by novation any Dental Policies under applicable law, as of the Novation Date (i) the Reinsurer shall be the successor to the Company under such Novated Dental Policies as if such Novated Dental Policies were direct obligations originally issued by the Reinsurer and the Reinsurer shall be responsible for the performance of all obligations and the payment of all benefits and amounts due under the Novated Dental Policies in accordance with their terms, (ii) the Reinsurer shall be substituted in the place and stead of the Company, and each Member under any such Novated Dental Policy shall disregard the Company as a party thereto and treat the Reinsurer as if it had been originally obligated thereunder except as otherwise provided herein, (iii) the Company shall be released of all liability with respect to such Novated Dental Policies, (iv) the Members under such Novated Dental Policies shall have the right to file claims arising under such Novated Dental Policies directly with the Reinsurer and shall have a direct right of action for indemnification, benefits and services under such Novated Dental Policies against the Reinsurer, and the Reinsurer hereby consents to be subject to any such direct action taken by any such Member, (v) the Reinsurer shall be responsible for all matters relating to administration of the Novated Dental Policies, including but not limited to policy changes, reinstatement standards, premium rate changes, policy renewals, agent commissions and administrative methods and procedures, and (vi) any indemnity reinsurance of such Novated Dental Policies and related liabilities thereunder by the Reinsurer shall cease and instead be replaced by such assumption by novation.
