Elimination of Guarantees Sample Clauses

Elimination of Guarantees. Except as otherwise specified in any Ancillary Agreement, Olin and Primex shall use their commercially reasonable efforts to have, on or prior to the Effective Time, or as soon as practicable thereafter, Olin and any of its Subsidiaries removed as guarantor of or obligor for any Primex Liability or Liabilities, including, without limitation, in respect of those guarantees set forth on Schedule 2.09. To the extent that Olin or any of its Subsidiaries cannot be removed as guarantor of or obligor for any such Primex Liability or Liabilities, Primex agrees that, notwithstanding any contrary provision contained in any Novation Agreement referred to in Schedule 2.09, until such Primex Liability or Liabilities shall have been discharged in full, Primex will take no action, and will not permit any of its Subsidiaries to take any action, which will have the effect of increasing the contingent liability or exposure of Olin or any of its Subsidiaries with respect to such Primex Liability or Liabilities without Olin's prior written consent; provided however, with respect to any guaranty arising in connection with any Novation Agreement referred to in Schedule 2.09, Primex may modify (but not extend) the U.S. Government contracts relating to such Novation Agreements without Olin's prior consent provided such modification is made in good faith and is commercially reasonable and does not unreasonably increase Olin's contingent liability or risk with respect thereto under such Novation Agreement taking into account the facts and circumstances at the time of the modification.
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Elimination of Guarantees. Except as otherwise specified in any Ancillary Agreement, BEI and Technologies shall use commercially reasonable efforts to have, on or prior to the Effective Time, or as soon as reasonably practicable thereafter, BEI and any of its Subsidiaries removed as guarantor of or obligor for any Technologies Liability or Liabilities. To the extent that BEI or any of its Subsidiaries cannot be removed as guarantor of or obligor for any such Technologies Liability or Liabilities, Technologies agrees that until such Technologies Liability or Liabilities shall have been discharged in full, Technologies will take no action, and will not permit any of its Subsidiaries to take any action, which will have the effect of increasing the contingent liability or exposure of BEI or any of its Subsidiaries with respect to such Technologies Liability or Liabilities.
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Elimination of Guarantees. To the extent that any of the parties to this Agreement or any Subsidiary thereof is a guarantor of or obligor for (a "Guarantor") any Liability of any other party to this Agreement or any Subsidiary thereof (a "Guaranteed Party"), the Guarantor and the Guaranteed Party shall use their commercially reasonable efforts to have, on or prior to the Distribution Date, or as soon as practicable thereafter, the Guarantor removed as guarantor of or obligor for such Liability of the Guaranteed Party (a "Guaranteed Liability"). In the event that the Guarantor cannot be removed as guarantor of or obligor for such Guaranteed Liability, the Guaranteed Party agrees that until such Guaranteed Liability is discharged in full, the Guaranteed Party shall take no action, and shall not permit any of its Subsidiaries to take any action, which will have the effect of increasing the contingent liability or exposure of the Guarantor or any of its Subsidiaries with respect to such Guaranteed Liability. The first sentence of this Section 2.06 shall not apply, but the second sentence of this Section 2.06 shall apply, to the obligations set forth on Schedule 2.06.
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Elimination of Guarantees. ..19 SECTION 2.07 Assignments and Transfers Not Effected Prior to the Distribution..............................................19 SECTION 2.08 Debt...........................................................................20 SECTION 2.09
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Elimination of Guarantees. Except as otherwise -------------------------- specified in any Ancillary Agreement, Olin and Primex shall use their commercially reasonable efforts to have, on or prior to the Effective Time, or as soon as practicable thereafter, Olin and any of its Subsidiaries removed as guarantor of or obligor for any Primex Liability or Liabilities[, including, without limitation, in respect of those guarantees set forth on Schedule 2.09]. To the extent that Olin or any of its Subsidiaries cannot be removed as guarantor of or obligor for any such Primex Liability or Liabilities, Primex agrees that until such Primex Liability or Liabilities shall have been discharged in full, Primex will take no action, and will not permit any of its Subsidiaries to take any action, which will have the effect of increasing the contingent liability or exposure of Olin or any of its Subsidiaries with respect to such Primex Liability or Liabilities.
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Related to Elimination of Guarantees

  • Subordination of Guarantees ANTI-LAYERING. No Guarantor shall incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness that is subordinate or junior in right of payment to any Senior Debt of a Guarantor and senior in any respect in right of payment to any of the Guarantees. Notwithstanding the foregoing sentence, the Guarantee of each Guarantor shall be subordinated to the prior payment in full of all Senior Debt of that Guarantor (in the same manner and to the same extent that the Securities are subordinated to Senior Debt), which shall include all guarantees of Senior Debt.

  • Release of Guarantees A Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Issuer or the Trustee is required for the release of such Guarantor’s Guarantee, upon:

  • ADJUSTMENT OF GUARANTEES 8.1 In the event of any change to any law, governmental regulation or requirement or interpretation thereof (“Rule Change”) by any governmental agency made subsequent to the date of the Agreement and such Rule Change affects the A321 NEO Aircraft configuration or performance or both required to obtain certification the Guarantees will be appropriately modified to reflect the effect of any such change.

  • 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.

  • 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.

  • Releases of Guarantees (a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by Section 10.1) to take any action requested by the Borrower having the effect of releasing any guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document or that has been consented to in accordance with Section 10.1 or (ii) under the circumstances described in paragraph (b) below.

  • Limitation of Guaranty Any term or provision of this Guaranty or any other Loan Document to the contrary notwithstanding, the maximum aggregate amount for which any Guarantor shall be liable hereunder shall not exceed the maximum amount for which such Guarantor can be liable without rendering this Guaranty or any other Loan Document, as it relates to such Guarantor, subject to avoidance under applicable Requirements of Law relating to fraudulent conveyance or fraudulent transfer (including the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act and Section 548 of title 11 of the United States Code or any applicable provisions of comparable Requirements of Law) (collectively, “Fraudulent Transfer Laws”). Any analysis of the provisions of this Guaranty for purposes of Fraudulent Transfer Laws shall take into account the right of contribution established in Section 2.3 and, for purposes of such analysis, give effect to any discharge of intercompany debt as a result of any payment made under the Guaranty.

  • Confirmation of Guarantee The Guarantor hereby confirms and agrees that (i) the Guarantee is and shall continue to be in full force and effect and is otherwise hereby ratified and confirmed in all respects; and (ii) the Guarantee is and shall continue to be an unconditional and irrevocable guarantee of all of the Obligations (as defined in the Guarantee).

  • Termination of Guarantee (a) This Guarantee shall terminate upon the occurrence of the following events:

  • Execution of Guarantee To further evidence the Guarantee to the Holders, the Guarantor hereby agrees to execute a Guarantee substantially in the form of Exhibit A hereto, to be endorsed on and made a part of each Security ordered to be authenticated and delivered by the Trustee. The Guarantor hereby agrees that its Guarantee set forth in Section 2.01 shall remain in full force and effect notwithstanding any failure to endorse on each Security a Guarantee. Each such Guarantee shall be signed on behalf of the Guarantor by its Chairman of the Board, its President or one of its Vice Presidents prior to the authentication of the Security on which it is endorsed, and the delivery of such Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of such Guarantee on behalf of the Guarantor. Such signature upon the Guarantee may be a manual or facsimile signature of such officer and may be imprinted or otherwise reproduced on the Guarantee, and in case such officer who shall have signed the Guarantee shall cease to be such officer before the Security on which Guarantee is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the Company, the Security nevertheless may be authenticated and delivered or disposed of as though the Person who signed the Guarantee had not ceased to be such officer of the Guarantor.

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