Discharge of Guarantee Sample Clauses

Discharge of Guarantee. This Guarantee shall be a continuing guarantee of the payment and performance of all of the Borrower’s obligations up to the Guaranteed Amount. This Guarantee shall not be discharged and the Guarantor shall not be released from liability until all Guaranteed Obligations have been satisfied in full. If all or any portion of the Guaranteed Obligations are satisfied and the Lender is required for any reason to pay to any Person all or any part of the sums used to satisfy the Guaranteed Obligations, the Guaranteed Obligations shall remain in effect and enforceable to the extent thereof. Guarantee (Jxxx Guest Lease) GTJ Portfolio, Parsippany, New Jersey AEGON Loan No. 10520104 The Guarantor shall be released by the Lender from this Guarantee upon the satisfaction of the following conditions (the “Release Conditions”): (a) No Default shall then exist under any Loan Documents, including without limitation this Guarantee, and the Lender shall not have given notice of any potential Default to the Borrower or the Guarantor that remains uncured. (b) The Guarantor and the Borrower shall have delivered a request for the release in writing, certifying that the Release Conditions have been satisfied. (c) The Guarantor shall have delivered to the Lender evidence that all items comprising a Trigger Termination Event has occurred, as determined by the Lender in its sole discretion. (d) The Guarantor shall have paid all out of pocket costs and expenses in connection with this release, including the Lender’s reasonable attorneys’ fees, if any.
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Discharge of Guarantee. The Guarantor’s obligations hereunder shall remain in full force and effect until the date on which all Guaranteed Obligations (other than any contingent indemnity obligations not then due) shall have been irrevocably satisfied by payment in full.
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Discharge of Guarantee. This Guarantee shall not be discharged and the Guarantor shall not be released from liability until all Guaranteed Obligations have been satisfied in full. If all or any portion of the Guaranteed Obligations are satisfied and the Bond Holder is required for any reason to pay to any Person all or any part of the sums used to satisfy the Guaranteed Obligations, the Guaranteed Obligations shall remain in effect and enforceable to the extent thereof.
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Discharge of Guarantee. (a) This Guarantee and any undertakings contained herein shall be discharged by the full performance by the Guarantor of its obligations under this Guarantee, but otherwise shall not be discharged or affected by any act, omission, matter or thing that, but for this provision, might operate to release or otherwise exonerate the Guarantor from those obligations in whole or in part including: (i) the granting of time, or any waiver or other indulgence (including any extension, renewal, acceptance, forbearance or release in respect of any of the Purchaser’s Guaranteed Obligations); (ii) the taking, variation, compromise, renewal or release of or refusal or neglect to perform or enforce any rights, remedies or securities against the Purchaser or any other Person; (iii) any modification, variation or addition to the terms of any of the Purchaser’s Guaranteed Obligations or of any other document or security; (iv) any irregularity, defect or informality in the terms of any of the Purchaser’s Guaranteed Obligations or any other document or security or any legal limitation, disability, incapacity or want of authority of any Person; (v) any transfer or assignment of any rights or obligations by any party, whether or not they relate to the Purchaser’s Guaranteed Obligations; (vi) any corporate reorganization, reconstruction, amalgamation, dissolution, liquidation, merger, acquisition of or by or other alteration in the corporate existence or structure of any party, or the non-existence of the Purchaser; or (vii) any composition or similar arrangement by any party or any other Person. (b) Where any discharge (whether in respect of any of the Purchaser’s Guaranteed Obligations or otherwise) is made in whole or in part or any arrangement is made on the faith of any payment, security or other disposition which is avoided or must be restored for any reason, the liability of the Guarantor under this Agreement shall continue as if the discharge or arrangement had not been made.
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Discharge of Guarantee. If all of the Capital Stock of PCOH or any of its successors in interest hereunder shall be sold or otherwise disposed of (including my merger, amalgamation or consolidation, other than an amalgamation that results in the surviving or successor entity being a Canadian entity) to a Person that is not a Borrower or a Subsidiary of a Borrower in accordance with the terms and conditions of the Credit Agreement, the guarantee provided in this Section 2 shall automatically be discharged and released without any further action by any Beneficiary or any other Person effective as of the time of such sale or disposition.
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Discharge of Guarantee. 6.1 Notwithstanding any composition, release or arrangements effected by the Beneficiaries with PPF, the Guarantor's liability under this Guarantee shall be discharged only by payment and discharge by the Guarantor to the Beneficiaries in full of all sums, obligations and liabilities which may from time to time be respectively due or owing or incurred from or by PPF. 6.2 For the avoidance of doubt the Beneficiaries hereby acknowledge that under no circumstances shall: (i) the Guarantor be required to make payment more than once for any loss under this Guarantee, (ii) any of the Beneficiaries or CME Protected Parties be entitled to demand recovery of any loss under this Guarantee in respect of which loss the Guarantor has already made payment in full to another Beneficiary or CME Protected Party pursuant to this Guarantee; or (iii) any of the Beneficiaries or CME Protected Parties be entitled to recover in respect of a loss under this Guarantee, if such party has already recovered for such loss under any other Transaction Document.
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Discharge of Guarantee. This Guarantee shall not be discharged except by complete performance of the obligations contained in the Asset Purchase Agreement, the Assignment and Assumption Agreement and this Guarantee.
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Related to Discharge of Guarantee

  • Discharge of Guaranty Upon Sale of Guarantor If all of the Equity Interests of any Guarantor or any of its successors in interest hereunder shall be sold or otherwise disposed of (including by merger or consolidation) in accordance with the terms and conditions hereof, the Guaranty of such Guarantor or such successor in interest, as the case may be, hereunder shall automatically be discharged and released without any further action by any Beneficiary or any other Person effective as of the time of such Asset Sale.

  • No Discharge or Diminishment of Guarantee The obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Obligations), including any claim of waiver, release, surrender, alteration or compromise of any of the Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by the failure of the Administrative Agent or any Lender to assert any claim or demand or to enforce any remedy under the Credit Agreement, any other Loan Document or any other agreement, by any waiver or modification of any provision of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or omission that may or might in any manner or to the extent vary the risk of any Guarantor or that would otherwise operate as a discharge of each Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations).

  • Release of Guarantee This Guarantee shall be released in accordance with Section 10.2 of the Indenture.

  • Termination of Guarantee (a) This Guarantee shall terminate upon the satisfaction of the following: (i) either (A) all of the outstanding Senior Preferred Shares shall have been purchased and cancelled; and/or (B) all of the outstanding Senior Preferred Shares shall have been redeemed; and (ii) all other sums payable by the Corporation in respect of the Senior Preferred Share Obligations have been paid. The Guarantor shall notify the Security Trustee in writing that the requirements set out in Sections 4.1(a)(i) and (ii) have been satisfied and that the Guarantee has been terminated as a result thereof. (b) This Guarantee shall terminate automatically upon the occurrence of any of the following events: (i) the Guarantor becomes a wholly-owned subsidiary entity of an Additional Guarantor; or (ii) the Guarantor becomes a wholly-owned subsidiary entity of BEP or Brookfield Renewable Energy L.P. The Guarantor shall notify the Security Trustee in writing of the occurrence of either of the events under this Section 4.1(b) and the termination of this Guarantee as a result thereof. (c) All of the rights, obligations and liabilities of the Guarantor pursuant to this Guarantee shall terminate upon the conveyance, distribution or transfer (including pursuant to a reorganization, consolidation, liquidation, dissolution, sale of any collateral, winding up, merger, amalgamation, arrangement or otherwise) of all or substantially all of the Guarantor’s properties, securities and assets to the Corporation or a Person that is an Additional Guarantor immediately prior to such conveyance, distribution or transfer. (d) Upon termination of this Guarantee the Security Trustee shall, upon request of the Guarantor, provide to the Guarantor written documentation acknowledging the termination of this Guarantee.

  • Discharge of Liens If any mechanic’s, laborer’s or materialman’s lien (other than a lien arising out of any work performed by the FCRHA) at any time shall be filed in violation of the obligations of Tenant pursuant to Section 15.01 against the Premises or any part thereof or the Project or any part thereof, or, if any public improvement lien created or permitted to be created by Tenant shall be filed against any assets of, or funds appropriated to, the FCRHA, Tenant, within forty-five (45) days after notice of the filing thereof shall cause the same to be discharged of record by payment, deposit, bond, order of a court of competent jurisdiction or otherwise. If Tenant shall fail to cause such lien to be discharged of record within the period aforesaid, and if such lien shall continue for an additional ten (10) days after notice by the FCRHA to Tenant, then, in addition to any other right or remedy, the FCRHA may, but shall not be obligated to, discharge the same either by paying the amount claimed to be due or by procuring the discharge of such lien by deposit or by bonding proceedings, and in any such event, the FCRHA shall be entitled, if the FCRHA so elects, to compel the prosecution of an action for the foreclosure of such lien by the lienor and to pay the amount of the judgment in favor of the lienor with interest, costs and allowances. Any amount so paid by the FCRHA, including all reasonable costs and expenses incurred by the FCRHA in connection therewith, together with interest thereon at the Involuntary Rate, from the respective dates of the FCRHA’s making of the payment or incurring of the costs and expenses, shall constitute Additional Costs and shall be paid by Tenant to the FCRHA within ten (10) days after demand. Notwithstanding the foregoing provisions of this Section 15.02, Tenant shall not be required to discharge (and the FCRHA shall not pay or discharge) any such lien if Tenant is in good faith contesting the same and has furnished a cash deposit or a security bond or other such security reasonably satisfactory to the FCRHA in an amount sufficient to pay such lien with interest and penalties.

  • Subordination of Guarantee The guarantee and other liabilities and obligations of the Depositor under this Agreement shall constitute unsecured obligations of the Depositor and shall rank subordinate and junior in right of payment to all Senior Indebtedness (as defined in the Indenture) of the Depositor to the extent and in the manner set forth in the Indenture with respect to the Debentures, and the provisions of Article XIII of the Indenture will apply, mutatis mutandis, to the obligations of the Depositor hereunder. The obligations of the Depositor hereunder do not constitute Senior Indebtedness (as defined in the Indenture) of the Depositor.

  • No Discharge or Diminishment of Guaranty The obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Guaranteed Obligations), including any claim of waiver, release, surrender, alteration or compromise of any of the Guaranteed Obligations, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the Guaranteed Obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by the failure of the Security Agent, the Administrative Agent or any other Secured Party to assert any claim or demand or to enforce any remedy under this Guaranty, the Credit Agreement, any other Loan Document or any other agreement, by any waiver or modification of any provision of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations, or by any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of the Guaranteed Obligations).

  • Discharge of Liabilities Liabilities of the Partnership include amounts owed to Partners otherwise than in respect of their distribution rights under Article VI. With respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish a reserve of cash or other assets to provide for its payment. When paid, any unused portion of the reserve shall be distributed as additional liquidation proceeds.

  • Limitation of Guarantee The obligations of each Guarantor will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under the Guarantee not constituting a fraudulent conveyance or fraudulent transfer under Federal or state law. Each Guarantor that makes a payment or distribution under a Guarantee shall be entitled to a contribution from each other Guarantor in a pro rata amount based on the Adjusted Net Assets of each Guarantor.

  • Enforcement of Guarantee The Guarantor and the Guarantee Trustee expressly acknowledge that (i) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (ii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (iii) Holders representing not less than a Majority in liquidation amount of the Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available in respect of this Guarantee Agreement, including the giving of directions to the Guarantee Trustee, or exercising any trust or other power conferred upon the Guarantee Trustee under this Guarantee Agreement, and (iv) if the Guarantee Trustee fails to enforce this Guarantee Agreement, any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, without first instituting a legal proceeding against the Issuer, the Guarantee Trustee or any other Person. Notwithstanding the foregoing, if the Guarantor has failed to make a Guarantee Payment, a Holder of Preferred Securities may directly institute a proceeding against the Guarantor for enforcement of such Holder's right to receive payment under the Guarantee. The Guarantor waives any right or remedy to require that any action be brought first against the Issuer or any other person or entity before proceeding directly against the Guarantor.

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