Guarantee Agreement Amendments Sample Clauses

Guarantee Agreement Amendments. (a) The defined term “Cash Liquidity”, as set forth in Section 1 of the Guarantee Agreement, is hereby amended and restated in its entirety to read as follows:
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Guarantee Agreement Amendments. Sections 2(a)-2(e) of the Guarantee Agreement are each hereby amended and restated in its entirety to read as follows:
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Guarantee Agreement Amendments. Section 3.1. The Guarantee Agreement is, effective as of the Amendment No. 1 Effective Date, hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages of the Guarantee Agreement attached as Exhibit C hereto, except that any Schedule or Exhibit to the Guarantee Agreement not amended pursuant to the terms of this Amendment or otherwise included as part of said Exhibit C shall remain in effect without any amendment or other modification thereto.
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Guarantee Agreement Amendments. Subject to the terms of Section 8, Motorola will enter into the Guarantee Agreement Amendments pursuant to which only the changes necessary to effect the foregoing shall be made to the Guarantee Agreement; provided, however, that Motorola shall not be required to agree to a Guarantee Agreement Amendment corresponding to the Commitment Increase (the "Guarantee Increase") to the extent Motorola's liability relating to such Guarantee Increase would exceed $350 million (inclusive of principal and interest). In addition, subject to the terms of Section 8, Motorola will enter into any amendment to a Guarantee Agreement, and will consent to any amendment or other modification of a Credit Agreement, pursuant to which solely the following changes shall be made: (i) the maximum liability of Motorola under such agreement shall be reduced, (ii) the Commitment of the Lenders shall be reduced and (iii) Section 9(n) of the Bridge Agreement shall be amended so that Motorola shall not be required to retain, free and clear of all Liens, more than 13,266,713 Class 1 Interests (as such number may be affected from time to time by stock splits, stock dividends, recapitalizations, etc.).
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Guarantee Agreement Amendments. (a) The defined term “Interest Coverage Ratio”, as set forth in Section 1 of the Guarantee Agreement, is hereby amended and restated in its entirety to read as follows:
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Guarantee Agreement Amendments. Subject to the satisfaction of the terms and conditions set forth in Section 5 of this Amendment, the U.S. Guarantee Agreement is amended as follows (the “U.S. Guarantee Amendments”):
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Guarantee Agreement Amendments. Subject to the terms of Section 7, Motorola will enter into the amendments to the Bridge Guarantee Agreement pursuant to which only the changes necessary to effect the Extension Amendment, the Commitment Increase Amendment and the Handset Increase Amendments shall be made to the Bridge Guarantee Agreement; provided, however, that Motorola shall not be required to agree to (i) a Guarantee Agreement amendment corresponding to the Commitment Increase (the "Guarantee Increase") to the extent Motorola's liability relating to such Guarantee Increase would exceed $350 million (inclusive of principal and interest) or (ii) a Guarantee Agreement amendment corresponding to the Handset Increase (the "Handset Guarantee") to the extent Motorola's liability relating to such Handset Guarantee would exceed $175 million (inclusive of principal and interest); provided, further, that Motorola shall not be required to (i) enter into the Handset Guarantee unless the Commitments(and corresponding borrowings) under the Bridge Agreement have been permanently reduced to $275 million or less (not including the Commitment Increase or the Handset Increase) pursuant to Section 2(b) or (ii) agree to a Handset Maturity Date that is later than the date that is one year after the Permanent Funding Date. In addition, subject to the terms of Section 7, Motorola will enter into any amendment to a Guarantee Agreement, and will consent to any amendment or other modification of a Credit Agreement, pursuant to which solely the following changes shall be made: (i) the maximum liability of Motorola under such agreement shall be reduced and (ii) the Commitment of the Lenders shall be reduced.
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Related to Guarantee Agreement Amendments

  • 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.

  • Credit Agreement Amendments The Credit Agreement is hereby amended as follows:

  • 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.

  • AGREEMENT AMENDMENTS This Agreement may be amended at any time by written instrument duly approved by the President or President's designee and accepted by Faculty Member; provided, however, no such written instrument shall be required for any increase in Faculty Member's salary or any improvement to the fringe benefits of Faculty Member's employment, or for promotion in rank, any of which may be accomplished at any time by official action of the Board of Regents of the University of Nebraska (Board) without the necessity for written modification or amendment of this Agreement. This Agreement and Appendix “A” attached hereto constitute the entire agreement between the parties. This Agreement supersedes all previous agreements between or among the parties. There are no agreements, representations or warranties between or among the parties other than those set forth in this Agreement or the documents and agreements referred to in this Agreement.

  • Guaranty Agreement FOR VALUE RECEIVED, the receipt and sufficiency of which are hereby acknowledged, and in consideration of the agreement of BC Holdings, LLC (the "Developer") to permit deferral of the $574,000 due from Catoosa Senior Village, L.P., a Georgia limited partnership ("Debtor") to the Developer, the undersigned Guarantor(s), hereby unconditionally guarantees the full and prompt payment when due, whether by acceleration or otherwise of that certain Developer Fee from Debtor to the Developer, evidenced by the Development Fee Agreement dated the even date herewith, and incorporated herein by this reference. The foregoing described debt is referred to hereinafter as the "Liabilities" or "Liability." The undersigned further agree to pay all expenses paid or incurred by the Debtor or Developer in endeavoring to collect the Liabilities, or any part thereof, and in enforcing the Liabilities or this Guaranty Agreement (including reasonable attorneys' fees if collected or enforced by law or through an attorney-at-law). The undersigned hereby represents and warrants that the extension of credit or other financial accommodations by the Developer to Debtor will be to the interest and advantage of the undersigned, and acknowledges that this Guaranty Agreement is a substantial inducement to the Developer to extend credit to Debtor and that the Developer would not otherwise extend credit to Debtor. Debtor or Developer may, from time to time, without notice to or consent of the undersigned, (a) retain or obtain a security interest in any property to secure any of the Liabilities or any obligation hereunder, (b) retain or obtain the primary or secondary liability of any party or parties, in addition to the undersigned, with respect to any of the Liabilities and (c) resort to the undersigned for payment of any of the Liabilities, whether or not the Debtor or Developer shall have resorted to any property securing any of the Liabilities or any obligation hereunder or shall have preceded against any other party primarily or secondarily liable on any of the Liabilities. Debtor and Developer must mutually agree to (a) extend or renew for any period this Agreement (whether or not longer than the original period) or alter any of the Liabilities, (b) release or compromise any Liability of the undersigned hereunder or any Liability of any other party or parties primarily or secondarily liable on any of the Liabilities, or (c) release, compromise or subordinate its title or security interest, or any part thereof, if any, in all or any property now or hereafter securing any of the Liabilities or any obligation hereunder, and permit any substitution or exchange for any such property,

  • Guaranty Agreements Any Guaranty Agreement or any provision thereof shall for any reason cease to be in full force and effect or valid and binding on or enforceable against any Credit Party or a Credit Party shall so state in writing or bring an action to limit its obligations or liabilities thereunder; or any Credit Party shall fail to perform any of its obligations thereunder; or

  • Acceptance of Terms of Trust Agreement, Guarantee and Indenture THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS.

  • COMPLETE AGREEMENT; AMENDMENTS This Agreement is the complete and exclusive agreement between the parties with respect to the subject matter contemplated thereby. No modifications to this Agreement shall be made or binding unless made in writing and signed by all parties to this Agreement.

  • 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.

  • Subordination Agreements Subordination Agreements with respect to all Subordinated Debt.

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