Guarantee of Certain Inventory Sample Clauses

Guarantee of Certain Inventory. PrimeSource may designate up to $2.7 million of the inventory items listed on Schedule 1.2(a) for inclusion on a Schedule 1.6 to be prepared by PrimeSource within 14 days from the Closing Date and attached hereto. Xxxx guarantees that PrimeSource will realize sale or return proceeds from each item on Schedule 1.6, during the six-month period beginning on the Closing Date, that are not less than the book value of such item on Schedule 1.2(a). At the end of the six-month period, Xxxx shall pay PrimeSource for (a) the value of the inventory items listed on Schedule 1.6 that have not been sold or returned to vendors, (b) for each item sold by PrimeSource or returned to its vendor for an amount less than its value stated on Schedule 1.6, the difference between the sale price (or return proceeds) and the value listed on Schedule 1.6, and (c) any additional expenses approved in advance by Xxxx incurred on the sale of Schedule 1.6 items during the six-month period such as special sales incentives, conversion costs, and freight costs of returning items to vendors and transferring items to other locations. Within 10 days of the end of the six-month period, PrimeSource will provide Xxxx with an accurate list of the items qualifying for guarantee under this ss.1.6 and Xxxx will pay PrimeSource the total amount owed under this guarantee by bank wire within 10 days of receipt of this list. Upon receipt of these funds PrimeSource will make any Schedule 1.6 unsold inventory available to Xxxx. PrimeSource agrees to make commercially reasonable efforts to sell or return the inventory on Schedule 1.6 during the six-month post-Closing period.
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Guarantee of Certain Inventory. PrimeSource may designate up to $2.7 million of the inventory items listed on Schedule 1.2(a) for inclusion on a Schedule 1.6 to be prepared by PrimeSource within 14 days from the Closing Date and attached hereto. Bell xxxrantees that PrimeSource will realize sale or return proceeds from each item on Schedule 1.6, during the six-month period beginning on the Closing Date, that are not less than the book value of such item on Schedule 1.2(a). At the end of the six-month period, Bell xxxll pay PrimeSource for (a) the value of the inventory items listed on Schedule 1.6 that have not been sold or returned to
Sample 1

Related to Guarantee of Certain Inventory

  • Subordination of Certain Indebtedness Cause any indebtedness of Borrower for borrowed money to any shareholder, director, officer or Affiliate of Borrower, which indebtedness has a term of more than 1 year or is in excess of $25,000, to be subordinated to the Obligations by the execution and delivery to Lender of a Subordination of Debt Agreement, on the form prescribed by Lender, certified by the corporate secretary of Borrower to be true and complete and in full force and effect.

  • Guarantee of Payment This Guarantee Agreement creates a guarantee of payment and not of collection. This Guarantee Agreement will not be discharged except by payment of the Guarantee Payments in full (without duplication of amounts theretofore paid by the Issuer) or upon distribution of Debentures to Holders as provided in the Trust Agreement.

  • Guarantee of Notes Section 10.01.

  • Prepayments of Certain Indebtedness The Borrower shall not, directly or indirectly, voluntarily purchase, redeem, defease or prepay any principal of, premium, if any, interest or other amount payable in respect of any Indebtedness prior to its scheduled maturity, other than the Obligations.

  • 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.

  • Assumption of Certain Obligations Buyer shall assume only those liabilities related to the Business or Assets which are referred to in Section 2.2(a) or are otherwise expressly assumed in this Agreement (the "Assumed Liabilities").

  • No Guarantee of Service This Agreement is not a contract for services. It does not give the Director the right to remain in the service of the Company, nor does it interfere with the shareholders’ rights to replace the Director. It also does not require the Director to remain in the service of the Company nor interfere with the Director’s right to terminate services at any time.

  • Guarantee of Obligations (A) The Company 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 Loans and all other obligations of Masco Europe 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, fees, reimbursement obligations, default interest, indemnification payments and all reasonable costs and expenses incurred by the Banks and the Agent in connection with enforcing any obligations of Masco Europe 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 Masco Europe and (iii) 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 Company hereunder, including, without limitation, the reasonable fees and disbursements of counsel (all of the foregoing being collectively referred to as the "Guaranteed Obligations").

  • Guarantee Absolute The Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms of the Indenture, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Holders of the Debt Securities with respect thereto. The liability of the Guarantor under this Guarantee shall be absolute and unconditional irrespective of:

  • Limitation of Subsidiary Guarantor's Liability Each Subsidiary Guarantor, and by its acceptance hereof each Holder, hereby confirms that it is the intention of all such parties that the guarantee by such Subsidiary Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of any federal, state or foreign law. To effectuate the foregoing intention, the Holders and each Subsidiary Guarantor hereby irrevocably agree that the obligations of each Subsidiary Guarantor under the Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Guarantee or pursuant to Section 10.06, result in the obligations of such Subsidiary Guarantor under the Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, state or foreign law. This Section 10.05 is for the benefit of the creditors of each Subsidiary Guarantor, and, for purposes of applicable fraudulent transfer and fraudulent conveyance law, any Indebtedness of a Subsidiary Guarantor pursuant to Credit Facilities shall be deemed to have been incurred prior to the incurrence by such Subsidiary Guarantor of its liability under the Guarantee.

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