Guarantee 115 Sample Clauses

Guarantee 115. Limitation on Liability; Termination, Release and Discharge 117 SECTION 10.3. Right of Contribution 118 SECTION 10.4. No Subrogation 118 Article XI SATISFACTION AND DISCHARGE SECTION 11.1. Satisfaction and Discharge 118 SECTION 11.2. Application of Trust Money 119 Article XII COLLATERAL SECTION 12.1. Notes Collateral Documents 119 SECTION 12.2. Release of Collateral 120 SECTION 12.3. Suits to Protect the Collateral 121 SECTION 12.4. Authorization of Receipt of Funds Under the Notes Collateral Documents 121 SECTION 12.5. Purchaser Protected 122 SECTION 12.6. Powers Exercisable by Receivable or Trustee 122 SECTION 12.7. Secured Notes Collateral Agent 122 Article XIII MISCELLANEOUS
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Guarantee 115. SECTION 10.2. Limitation on Liability; Termination, Release and Discharge 117 SECTION 10.3. Right of Contribution 118 SECTION 10.4. No Subrogation 118 ARTICLE XI [RESERVED] 119 ARTICLE XII MISCELLANEOUS 119 SECTION 12.1. Trust Indenture Act Controls 119 SECTION 12.2. Notices 119 SECTION 12.3. Communication by Holders with other Holders 120 SECTION 12.4. Certificate and Opinion as to Conditions Precedent 120 SECTION 12.5. Statements Required in Certificate or Opinion 121 SECTION 12.6. When Securities Disregarded 121 SECTION 12.7. Rules by Trustee, Paying Agent and Registrar 121 SECTION 12.8. Legal Holidays 121 SECTION 12.9. GOVERNING LAW 122 SECTION 12.10. No Personal Liability of Directors, Officers, Employees and Stockholders 122 SECTION 12.11. Successors 122 SECTION 12.12. Multiple Originals 122 SECTION 12.13. Qualification of Indenture 122 SECTION 12.14. Table of Contents; Headings 122 EXHIBIT A Form of the Series A Note EXHIBIT B Form of the Series B Note EXHIBIT C Form of Indenture Supplement to Add Subsidiary Guarantors 310(a)(1) 7.10 (a)(2) 7.10 (a)(3) N.A. (a)(4) N.A. (a)(5) 7.10 (b) 7.8; 7.10 (b)(1) 7.10 311(a) 7.11 (b) 7.11 312(a) 2.5 (b) 12.3 (c) 12.3 313(a) 7.6 (b) 7.6 (c) 7.6 (d) 7.6 314(a) 3.10; 3.16; 12.5 (a)(4) 3.16 (b) N.A. (c)(1) 12.4 (c)(2) 12.4 (c)(3) N.A. (d) N.A. (e) 12.5 315(a) 7.1 (b) 7.5; 12.2 (c) 7.1 (d) 7.1 (e) 6.11 316(a)(last sentence) 12.6 (a)(1)(A) 6.5 (a)(1)(B) 6.4 (a)(2) N.A. (b) 6.7 (c) 9.4 317(a)(1) 6.8 (a)(2) 6.9 (b) 2.4 12.1 Note: This Cross-Reference Table shall not, for any purpose, be deemed to be part of this Indenture. This INDENTURE dated as of August 11, 2014, is among XXXXXX RESOURCES, INC., a Maryland corporation (as further defined in Section 1.1, the “Company”), the Subsidiary Guarantors (as defined herein) listed on the signature page hereto and U.S. BANK NATIONAL ASSOCIATION, as trustee (as further defined in Section 1.1, the “Trustee”). Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders of (i) the Company’s 9.000% Senior Notes, Series A, due 2022, issued on the date hereof and the Subsidiary Guarantees thereof by the Subsidiary Guarantors (the “Initial Securities”), (ii) if and when issued, an unlimited principal amount of additional 9.000% Senior Notes, Series A, due 2022 in a non-registered offering or 9.000% Senior Notes, Series B, due 2022 in a registered offering of the Company, and the Subsidiary Guarantees thereof by the Subsidiary ...
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Guarantee 115. SECTION 10.2 Limitation on Liability; Termination, Release and Discharge 117 SECTION 10.3 Right of Contribution 118 SECTION 10.4 No Subrogation 118 ARTICLE XI SATISFACTION AND DISCHARGE 118 SECTION 11.1 Satisfaction and Discharge 118 SECTION 11.2 Application of Trust Money 119 ARTICLE XII MISCELLANEOUS 119 SECTION 12.1 [Reserved] 119 SECTION 12.2 Notices 119 SECTION 12.3 [Reserved] 121 SECTION 12.4 Certificate and Opinion as to Conditions Precedent 121 SECTION 12.5 Statements Required in Certificate or Opinion 121 SECTION 12.6 When Notes Disregarded 122 SECTION 12.7 Rules by Trustee, Paying Agent and Registrar 122 SECTION 12.8 Legal Holidays 122 SECTION 12.9 Governing Law 122 SECTION 12.10 Jurisdiction 122 SECTION 12.11 Waivers of Jury Trial 122 SECTION 12.12 USA PATRIOT Act Section 326 Customer Identification Program 123 SECTION 12.13 No Recourse Against Others 123 SECTION 12.14 Successors 123 SECTION 12.15 Multiple Originals 123 SECTION 12.16 [Reserved] 123 SECTION 12.17 Table of Contents; Headings 123 SECTION 12.18 Force Majeure 123 SECTION 12.19 Severability 124 EXHIBIT A Form of Global Restricted Note EXHIBIT B Form of Supplemental Indenture INDENTURE dated as of June 6, 2019 (as amended supplemented or otherwise modified from time to time, this “Indenture”), among IAA Spinco Inc., a corporation organized under the laws of the State of Delaware (the “Company”), the guarantors from time to time party hereto (the “Guarantors”) and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).
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Guarantee 115. SECTION 10.2. Limitation on Liability; Termination, Release and Discharge 117 SECTION 10.3. Right of Contribution 119 SECTION 10.4. No Subrogation 119 ARTICLE XI RESERVED 119
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Related to Guarantee 115

  • Guarantee Limitations The limitations applicable to the Guarantees, as set forth in Section 209 of the Indenture, will apply to the Guarantees issued hereunder; provided, however, that any further limitations, or any amendments or modifications to such Guarantees or limitations thereon, shall be set forth in an additional supplemental indenture, in each case in accordance with the Indenture.

  • GUARANTEE AND INDEMNITY 2.1 The Guarantor irrevocably and unconditionally guarantees and undertakes to the Beneficiary to procure that the Supplier duly and punctually performs all of the Guaranteed Obligations now or hereafter due, owing or incurred by the Supplier to the Beneficiary. 2.2 The Guarantor irrevocably and unconditionally undertakes upon demand to pay to the Beneficiary all monies and liabilities which are now or at any time hereafter shall have become payable by the Supplier to the Beneficiary under the Guaranteed Agreement or in respect of the Guaranteed Obligations. 2.3 If at any time the Supplier shall fail to perform any of the Guaranteed Obligations, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense of the Guarantor: 2.3.1 fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and 2.3.2 fully indemnify and keep the Beneficiary fully indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. 2.4 As a separate and independent obligation, the Guarantor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed by the Guarantor is or becomes unenforceable, invalid or illegal as if the obligation guaranteed had not become unenforceable, invalid or illegal provided that the Guarantor's liability shall be no greater than the Supplier's liability would have been if the obligation guaranteed had not become unenforceable, invalid or illegal.

  • Guarantee Agreement By executing and delivering this Assumption Agreement, the Successor Guarantor, as provided in Section 3.12 of the Guarantee Agreement, hereby becomes a party to the Guarantee Agreement as a Guarantor thereunder with the same force and effect as if originally named therein as a Guarantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Guarantor thereunder.

  • Limitation on Subsidiary Guarantor Liability Each Subsidiary Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Subsidiary Guarantee of such Subsidiary Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Subsidiary Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Subsidiary Guarantors hereby irrevocably agree that the obligations of such Subsidiary Guarantor will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Subsidiary Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under this Article Ten, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent transfer or conveyance. Each Subsidiary Guarantor that makes a payment for distribution under its Subsidiary Guarantee is entitled to a contribution from each other Subsidiary Guarantor in a pro rata amount based on the adjusted net assets of each Subsidiary Guarantor.

  • Guarantee Absolute The Guarantor agrees that the guarantee contained in this Subordinated Guarantee is a guarantee of payment and that the Guarantor’s obligation to pay the Guaranteed Obligations hereunder shall be primary, absolute and unconditional and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (a) any extension of the time or times for the payment of the Guaranteed Obligations, renewal, settlement, compromise, waiver, indulgence or release granted to the Corporation by the Holders or the Trustee in respect of any obligation of the Corporation under the Indenture or any Debenture, by operation of law or otherwise; (b) any modification or amendment of or supplement to the Indenture or any Debenture; (c) any change in the corporate existence, structure or ownership of the Corporation, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Corporation or its assets or any resulting release or discharge of any obligation of the Corporation contained in the Indenture or any Debenture; (d) the existence of any defense, claim, set-off or other rights which the Guarantor may have at any time against the Corporation, the Trustee, any Holder or any other Person, whether in connection herewith or any unrelated transactions; (e) any invalidity, illegality, irregularity or unenforceability for any reason of the Indenture or any Debenture or in any part thereof as regards the Corporation, or any provision of applicable law or regulation purporting to prohibit the payment by the Corporation of the principal, premium, if any, interest or redemption price, if any, on any Debenture or any other amount payable by the Corporation under the Indenture; (f) any other act or omission to act or delay of any kind by the Corporation, the Trustee, any Holder or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge or defense of the Guarantor’s obligations hereunder; (g) any contest by the Corporation or any Person as to the amount of the Guaranteed Obligations; (h) the failure to enforce the provisions of any Debenture or the Indenture; or (i) the recovery of any judgment against the Corporation or any action to enforce the same.

  • Guarantee and Collateral Agreement By executing and delivering this Assumption Agreement, the Additional Grantor, as provided in Section 8.14 of the Guarantee and Collateral Agreement, hereby becomes a party to the Guarantee and Collateral Agreement as a Grantor thereunder with the same force and effect as if originally named therein as a Grantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Grantor thereunder. The information set forth in Annex 1-A hereto is hereby added to the information set forth in the Schedules to the Guarantee and Collateral Agreement. The Additional Grantor hereby represents and warrants that each of the representations and warranties contained in Section 4 of the Guarantee and Collateral Agreement is true and correct on and as the date hereof (after giving effect to this Assumption Agreement) as if made on and as of such date.

  • Guarantee of Obligations (a) Each Guarantor hereby (i) guarantees, as principal obligor and not as surety only, to the Banks the prompt payment of the principal of and any and all accrued and unpaid interest (including interest which otherwise may cease to accrue by operation of any insolvency law, rule, regulation or interpretation thereof) on the Advances and all other obligations of each Borrower to the Banks and the Agent under this Agreement when due, whether by scheduled maturity, acceleration or otherwise, all in accordance with the terms of this Agreement and the Notes, including, without limitation, default interest, indemnification payments and all reasonable costs and expenses incurred by the Banks and the Agent in connection with enforcing any obligations of the Borrowers hereunder, including without limitation the reasonable fees and disbursements of counsel, (ii) guarantees the prompt and punctual performance and observance of each and every term, covenant or agreement contained in this Agreement and the Notes to be performed or observed on the part of each Borrower, (iii) guarantees the prompt and complete payment of all obligations and performance of all covenants of any Borrower under any interest rate or currency swap agreements or similar transactions with any Bank, and (iv) agrees to make prompt payment, on demand, of any and all reasonable costs and expenses incurred by the Banks or the Agent in connection with enforcing the obligations of the Guarantor hereunder, including, without limitation, the reasonable fees and disbursements of counsel (all of the foregoing being collectively referred to as the "Guaranteed Obligations"). (b) If for any reason any duty, agreement or obligation of any Borrower contained in this Agreement shall not be performed or observed by any Borrower as provided therein, or if any amount payable under or in connection with this Agreement shall not be paid in full when the same becomes due and payable, each Guarantor undertakes to perform or cause to be performed promptly each of such duties, agreements and obligations and to pay forthwith each such amount to the Agent for the account of the Banks regardless of any defense or setoff or counterclaim which any Borrower may have or assert, and regardless of any other condition or contingency.

  • Credit Agreement; Guarantee and Collateral Agreement The Administrative Agent shall have received (i) this Agreement, executed and delivered by the Administrative Agent, Holdings, the Borrower and each Person listed on Schedule 1.1A and (ii) the Guarantee and Collateral Agreement, executed and delivered by Holdings, the Borrower and each Subsidiary Guarantor.

  • Collateral and Guarantee Matters Lenders irrevocably authorize Agent, at its option and in its discretion, (a) to release any Lien granted to or held by Agent under any Collateral Document (i) when all Obligations have been Paid in Full; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any sale or other disposition permitted hereunder (including by consent, waiver or amendment and it being agreed and understood that Agent may conclusively rely without further inquiry on a certificate of an officer of Borrower as to the sale or other disposition of property being made in compliance with this Agreement); or (iii) subject to Section 10.1, if approved, authorized or ratified in writing by Required Lenders; (b) notwithstanding Section 10.1(a)(ii) hereof to release any party from its guaranty under the Guarantee and Collateral Agreement (i) when all Obligations have been Paid in Full or (ii) if such party was sold or is to be sold or disposed of as part of or in connection with any disposition permitted hereunder (including by consent, waiver or amendment and it being agreed and understood that Agent may conclusively rely without further inquiry on a certificate of an officer of Borrower as to the sale or other disposition being made in compliance with this Agreement); or (c) to subordinate its interest in any Collateral to any holder of a Lien on such Collateral which is permitted by Section 7.2(d) (it being understood that Agent may conclusively rely on a certificate from Borrower in determining whether the Debt secured by any such Lien is permitted by Section 7.1(b)). Upon request by Agent at any time, Lenders will confirm in writing Agent’s authority to release, or subordinate its interest in, particular types or items of Collateral pursuant to this Section 9.10. Agent shall release any Lien granted to or held by Agent under any Collateral Document (i) when all Obligations have been Paid in Full, (ii) in respect of property sold or to be sold or disposed of as part of or in connection with any sale or other disposition permitted hereunder (it being agreed and understood that Agent may conclusively rely without further inquiry on a certificate of an officer of Borrower as to the sale or other disposition of property being made in compliance with this Agreement) or (iii) subject to Section 10.1, if directed to do so in writing by Required Lenders. In furtherance of the foregoing, Agent agrees to execute and deliver to Borrower, at Borrower’s expense, such termination and release documentation as Borrower may reasonably request to evidence a Lien release that occurs pursuant to terms of this Section 9.10.

  • Limitation on Guarantee Obligations Create, incur, assume or suffer to exist any Guarantee Obligation except: (a) the Guarantees and the Equipment Lease Guarantees, and any Refinancing Indebtedness incurred in respect thereof; (b) up to $5,000,000 in the aggregate of Guarantee Obligations of HCLP or any of its Subsidiaries in connection with indebtedness incurred by customers of HCLP or any of its Subsidiaries; provided, that the proceeds of any such indebtedness shall be used by such customers to purchase natural gas compressors or oil and gas production equipment from HCLP or any of its Subsidiaries; (c) Guarantee Obligations (in respect of obligations not constituting Indebtedness) arising under agreements entered into by HCLP or any of its Subsidiaries in the ordinary course of business; (d) guarantees in respect of Indebtedness (other than Subordinated Debt and the 2003 Notes) permitted under this Agreement; (e) Guarantee Obligations of Hanover and any of its Subsidiaries arising pursuant to the Equipment Lease Transactions, and any Refinancing Indebtedness incurred in respect thereof; (f) the Guarantor Obligations of HCLP in the nature of a guarantee or indemnification for, in each case, performance obligations (and not Indebtedness) as contemplated by the HMS Transactions; (g) the Subordinated Guarantee Obligations of Hanover arising under the TIDES Guarantees, and any Refinancing Indebtedness incurred in respect thereof; (h) the 2003 Notes Subordinated Guarantee; and (i) Guarantee Obligations of Hanover and any of its Subsidiaries arising pursuant to the Equipment Lease Refinancing, and any Refinancing Indebtedness incurred in respect thereof. Notwithstanding the foregoing, Subsidiaries of Hanover may not provide Guarantee Obligations in respect of the 2008 Notes (or any permitted refinancing thereof), the Hanover Convertible Notes, the Hanover Zero Coupon Subordinated Notes or other indebtedness issued by Hanover (other than the 2003 Notes and any Refinancing Indebtedness incurred in respect thereof, the guarantees of which shall be subordinated to the Obligations).

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