Guarantee Obligations. Guarantee any obligations of any Person;
Guarantee Obligations. (a) The Parties shall cooperate, and shall cause the applicable members of their respective Groups to cooperate, to terminate, or to cause Newmark or a member of the Newmark Group to be substituted in all respects for BGC Partners or a member of the BGC Partners Group in respect of, all obligations of BGC Partners or a member of the BGC Partners Group under any of the Transferred Liabilities for which BGC Partners or a member of the BGC Partners Group may be liable, as guarantor, original tenant, primary obligor or otherwise, except, in each case, for any Excluded Liability. If such a termination or substitution is not effected by the Effective Time, (i) the members of the Newmark Group shall indemnify and hold harmless the members of the BGC Partners Group for any Indemnifiable Losses arising from or relating thereto, and (ii) from and after the Effective Time, without BGC Partners’ prior written consent, Newmark shall not, and shall not permit any other member of its Group to, renew or extend the term of, increase its obligations under, or transfer to a Person other than a member of the Newmark Group, any Contract or other obligation for which BGC Partners or a member of the BGC Partners Group is or may be so liable.
(b) The Parties shall cooperate, and shall cause the applicable members of their respective Groups to cooperate, to terminate, or to cause BGC Partners or a member of the BGC Partners Group to be substituted in all respects for Newmark or a member of the Newmark Group in respect of, all obligations of Newmark or a member of the Newmark Group under any of the Excluded Liabilities for which Newmark or a member of the Newmark Group may be liable, as guarantor, original tenant, primary obligor or otherwise, except, in each case, for any Transferred Liability. If such a termination or substitution is not effected by the Effective Time, (i) the members of the BGC Partners Group shall indemnify and hold harmless the members of the Newmark Group for any Indemnifiable Losses arising from or relating thereto, and (ii) from and after the Effective Time, without Newmark’s prior written consent, BGC Partners shall not, and shall not permit any other member of its Group to, renew or extend the term of, increase its obligations under, or transfer to a Person other than a member of the BGC Partners Group , any Contract or other obligation for which Newmark or a member of the Newmark Group is or may be so liable.
Guarantee Obligations. Guarantee or otherwise, directly or indirectly, in any way be or become responsible for obligations of any other Person, whether by agreement to purchase the indebtedness of any other Person, agreement for the furnishing of funds to any other Person through the furnishing of goods, supplies or services, by way of stock purchase, capital contribution, advance or loan, for the purpose of paying or discharging (or causing the payment or discharge of) the indebtedness of any other Person, or otherwise, except for the endorsement of negotiable instruments by the Borrower in the ordinary course of business for deposit for collection.
Guarantee Obligations. The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist or otherwise become or be liable in respect of any Guarantee Obligation other than, without duplication, the following:
(a) Guarantee Obligations in existence on the date hereof listed on Item 7.2.3(a) (Existing Guarantee Obligations) of the Disclosure Schedule and any refinancings, refundings, renewals or extensions thereof; provided that (i) the principal amount of such new Guarantee Obligations does not exceed the outstanding principal amount of the Guarantee Obligations refinanced, refunded, renewed or extended (the Refinanced Guarantee Obligations), (ii) any such new Guarantee Obligations incurred by any Subsidiary of the Borrower shall only extend, refinance, renew, replace, defease or refund Refinanced Guarantee Obligations of such Subsidiary, (iii) the weighted average life to maturity of such new Guarantee Obligations is the same as or longer than that of the Refinanced Guarantee Obligations and (iv) if the Refinanced Guarantee Obligation is subordinated in right of payment to the Term Loans or the Revolving Credit Obligations, as the case may be, the new Guarantee Obligation shall be subordinated in right of payment to the Term Loans and the Revolving Credit Obligations, as applicable, on terms at least as favorable to the Lenders as those contained in the documentation governing the Refinanced Guarantee Obligation;
(b) Guarantee Obligations in favor of the Collateral Agent and the Lenders created by the Loan Documents;
(c) Guarantee Obligations in respect of Revolving Credit Letters of Credit issued under the Revolving Credit Agreement;
(d) Guarantee Obligations of a corporation which becomes a Subsidiary or is merged with or into a Subsidiary after the date hereof provided that (i) such Guarantee Obligations existed at the time such corporation became or was merged with or into a Subsidiary and were not created in anticipation thereof and (ii) immediately after giving effect to the acquisition of such corporation by the Borrower or one of its Subsidiaries no Default shall have occurred and be continuing;
(e) Guarantee Obligations of the Borrower and the Receivables Selling Subsidiaries created pursuant to the Receivables Purchase Documents; (f) Guarantee Obligations of the Borrower or the Subsidiaries of the Borrower incurred after the Closing Date in an aggregate amount not to exceed $5,000,000 at any one time outstanding (other than...
Guarantee Obligations. Guarantee or permit Operating Lessee to guarantee any obligations of any Person;
Guarantee Obligations. (a) RemainCo and SpinCo shall cooperate and SpinCo shall use its commercially reasonable efforts to, as promptly as is reasonably practicable, terminate, or to cause SpinCo or its Subsidiaries (or Assets of SpinCo or its Subsidiaries) to be substituted in all respects for RemainCo and its Subsidiaries (and any Assets of RemainCo or any of its Subsidiaries) in respect of, all obligations of RemainCo or any of its Subsidiaries (or encumbrances or restrictions on Assets of RemainCo or any of its Subsidiaries) under or in respect of the Scheduled RemainCo Guarantees for the SpinCo Business that are in existence as of the Distribution Time. SpinCo shall indemnify and hold harmless the RemainCo Group from and against any Losses arising from or relating to RemainCo Guarantees for the SpinCo Business and neither RemainCo nor any of its Subsidiaries will have any obligation to renew any RemainCo Guarantees for the SpinCo Business after the expiration of such RemainCo Guarantees for the SpinCo Business. Without the prior written consent of RemainCo, SpinCo shall not, and shall not permit any of its Subsidiaries to, enter into, renew or extend the term of, increase its obligations under, or transfer to a Third Party, any loan, lease, Contract or other obligation in connection with which RemainCo or any of its Subsidiaries has given or issued any RemainCo Guarantees for the SpinCo Business. If the above-described termination or substitution of all of the Scheduled RemainCo Guarantees for the SpinCo Business is not effected by the 24 month anniversary of the Distribution Time, then, for each of the Scheduled RemainCo Guarantees for the SpinCo Business for which such a termination or substitution has not been effected, SpinCo shall pay RemainCo a per annum fee, to compensate RemainCo and its Subsidiaries for continuing to provide, from and after the 24 month anniversary of the Distribution Time, Scheduled RemainCo Guarantees for the SpinCo Business, in an amount equal to 0.225% of the Net Exposure for such Scheduled RemainCo Guarantee for the SpinCo Business (such fee to be paid quarterly in advance and to continue until the earlier of (i) the PCG End Date for such Scheduled RemainCo Guarantee for the SpinCo Business and (ii) the date on which such a termination or substitution has been effected for such Scheduled RemainCo Guarantee for the SpinCo Business). To the extent that RemainCo or any of its Subsidiaries have obligations under any RemainCo Guarantees for the Spi...
Guarantee Obligations. Contract, create, incur, assume or permit to exist any Guarantee Obligations, except Permitted Guarantee Obligations.
Guarantee Obligations. The Borrower will not, nor will it permit any Subsidiary to, contract, create, incur, assume or permit to exist any Guarantee Obligations, except Permitted Guarantee Obligations.
Guarantee Obligations. Each Guarantor irrevocably and unconditionally, jointly and severally:
(i) guarantees to each Finance Party punctual performance by each other Obligor of all of that Obligor’s obligations under the Finance Documents;
(ii) undertakes with each Finance Party that whenever another Obligor does not pay any amount when due under or in connection with any Finance Document, it shall immediately on demand (Norw.: påkravsgaranti) pay that amount as if it was the principal obligor; and
(iii) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 18 if the amount claimed had been recoverable on the basis of a guarantee.
Guarantee Obligations. The Parent Guarantor irrevocably and unconditionally:
(a) guarantees to the Agent and the Lenders as and for its own debt and not merely as surety the due and punctual observance and performance by the Borrower of the Loans;
(b) undertakes with the Lenders that whenever the Borrower does not pay any amount when due under or in connection with this Agreement, to pay that amount on first demand (“No: “påkravsgaranti”) as if it were the principal obligor; and
(c) agrees to indemnify the Lenders immediately on demand against any cost, loss or liability suffered by the Lenders if any obligation guaranteed by it hereunder is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount which each of the Lenders would otherwise have been entitled to recover.
