Effect of this Guaranty Sample Clauses

Effect of this Guaranty. Guarantor hereby represents and warrants to the Bank that such Guarantor (a) is a wholly owned subsidiary of the Borrower; (b) will be directly and materially benefited by the Loans by receiving or having access to, in accordance with the terms and provisions of the Credit Agreement, additional operating funds from Borrower as a result of such Loans; (c) will be directly and materially benefited by the Letter of Credit Facility by receiving or having access to, in accordance with the terms and provisions of the Credit Agreement, Letters of Credit for the Guarantor's operations; (d) has examined, or has had an opportunity to examine, this Guaranty, the Credit Agreement, the Note, the Prior Letters of Credit, the Letters of Credit, the Security Agreement, the Subsidiary Security Agreement, the Control Agreements, and each of the other Guaranty Documents; and (e) is represented, and in the negotiations of the terms and provisions of this Guaranty and the Guaranty Documents has been represented, by counsel of Guarantor's own selection relating to the terms and provisions thereof.
Sample 1
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Effect of this Guaranty. This Guaranty amends and restates the Existing Subsidiary Guaranty in its entirety and is entitled to the benefit of all existing Loan Documents. Any reference in any other Loan Document to the “Subsidiary Guaranty,” “thereunder,” “therein,” “thereof” or words of like import referring to the Existing Subsidiary Guaranty shall mean and refer to this Guaranty. Any reference in any other Loan Document to the “Guaranteed Obligations” or any similar term including or referencing obligations under the Existing Subsidiary Guaranty shall include and reference the Guaranteed Obligations as defined in this Guaranty. All Guaranteed Obligations under the Existing Subsidiary Guaranty and the other Loan Documents shall continue to be outstanding except as expressly modified by this Guaranty and shall be governed in all respects by this Guaranty and the other Loan Documents, it being agreed and understood by the parties hereto that this Guaranty does not constitute a novation or satisfaction of any Guaranteed Obligation under the Existing Subsidiary Guaranty or any other Loan Document except as expressly modified by this Guaranty, nor, except as expressly provided herein, does it operate as a waiver of any right, power or remedy of any Lender under any Loan Document.
Sample 1
Effect of this Guaranty. That certain First Amended and Restated Guaranty, dated as of March 17, 2016, by the Guarantors to and for the benefit of the Agent (as defined therein) and the Lenders (as defined therein) (the “Existing Guaranty”) shall be amended and restated in its entirety by this Guaranty, and the Existing Guaranty shall hereafter be of no further force and effect and shall be deemed replaced and superseded in all respects by this Guaranty. The parties hereto acknowledge and agree that this Guaranty does not constitute a novation, termination, extinguishment or discharge of the “Obligations” under the Existing Guaranty, which shall continue under this Guaranty.
Sample 1

Related to Effect of this Guaranty

  • Effect of this Agreement Subject to the Corporation’s right to terminate the Option pursuant to Section 7.4 of the Plan, this Option Agreement shall be assumed by, be binding upon and inure to the benefit of any successor or successors to the Corporation.

  • Effect of this Amendment Except as modified pursuant hereto, no other waivers, changes or modifications to the Financing Agreements are intended or implied, and in all other respects, the Financing Agreements are hereby specifically ratified, restated and confirmed by all parties hereto as of the effective date hereof. To the extent of conflict between the terms of this Amendment and the other Financing Agreements, the terms of this Amendment shall control.

  • Amendment of this Agreement No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against whom enforcement of the change, waiver, discharge or termination is sought, and no amendment of this Agreement shall be effective until approved in a manner consistent with the 1940 Act and rules and regulations thereunder and any applicable SEC exemptive order therefrom.

  • Assignment of this Agreement This letter agreement is personal to you and shall not be assignable by you without the prior written consent of Xxxxx & XxXxxxxx Companies. This letter agreement shall inure to the benefit of and be binding upon the Company and its respective successors and assigns. Xxxxx & XxXxxxxx Companies may assign this letter agreement, without your consent, to any member of the Affiliated Group or to any other respective successor (whether directly or indirectly, by agreement, purchase, merger, consolidation, operation of law or otherwise) to all, substantially all or a substantial portion of the business and/or assets of the Company, as applicable. If and to the extent that this letter agreement is so assigned, references to the “Company” throughout this letter agreement shall mean the Company as hereinbefore defined and any successor to, or assignee of, its business and/or assets.

  • Modification of this Agreement No amendment, modification, alteration or waiver of any provision of this Agreement shall be effective unless it is in writing and signed by the party against whom enforcement of such amendment is sought, and no waiver of any provision of this Agreement by any party hereto, and no consent to any departure therefrom by any party hereto, shall be effective unless it is in writing and signed by the party against whom enforcement of such waiver or consent is sought, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

  • Termination and Amendment of this Agreement This Agreement shall automatically terminate, without the payment of any penalty, in the event of its assignment. This Agreement may be amended only if such amendment is approved (i) by Underwriter, (ii) either by action of the Board of Trustees of the Trust or at a meeting of the Shareholders of the Trust by the affirmative vote of a majority of the outstanding Shares, and (iii) by a majority of the Trustees of the Trust who are not interested persons of the Trust or of Underwriter by vote cast in person at a meeting called for the purpose of voting on such approval. Either the Trust or Underwriter may at any time terminate this Agreement on sixty (60) days' written notice delivered or mailed by registered mail, postage prepaid, to the other party.

  • Enforcement of this Agreement The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity.

  • LAW GOVERNING THIS AGREEMENT This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state or federal courts located in New York City, New York. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The parties executing this Agreement and other agreements referred to herein or delivered in connection herewith on behalf of the Company agree to submit to the in personam jurisdiction of such courts and hereby irrevocably waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Registered Offering Transaction Documents by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

  • Compliance with this Agreement The Purchaser shall have performed and complied with all of its agreements and conditions set forth or contemplated herein that are required to be performed or complied with by the Purchaser on or before the Closing Date.

  • of this Agreement In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Special Servicer and the Trustee hereby agree, in each case, as follows:

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