GUARANTEE OF CERTAIN OBLIGATIONS Sample Clauses

GUARANTEE OF CERTAIN OBLIGATIONS. ATI shall guarantee to Teledyne Technologies Individuals who are participants in the Teledyne, Inc. Pension Equalization Plan payment of the Benefit Liabilities of Teledyne under such plan to such participants as of the Distribution Date to the extent Teledyne Technologies is unable to satisfy such Benefit Liabilities.
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GUARANTEE OF CERTAIN OBLIGATIONS. Notwithstanding any other provision of this Agreement, the Company may guaranty, and, to the extent permitted by law, use any or all of its assets to secure, any obligations of SFX or any of its affiliates; provided:
Sample 1
GUARANTEE OF CERTAIN OBLIGATIONS. EDS will enter into, execute and deliver a guarantee of the payment of EIS’ obligations under this Agreement and the other Transaction Documents, which guarantee shall be in the form attached to this Agreement as Exhibit E.
Sample 1
GUARANTEE OF CERTAIN OBLIGATIONS. ATI shall guarantee to Spinco Individuals who are participants in the Teledyne, Inc. Pension Equalization Plan payment of the Benefit Liabilities of Teledyne under such plan to such participants as of the Distribution Date to the extent Spinco is unable to satisfy such Benefit Liabilities.
Sample 1
GUARANTEE OF CERTAIN OBLIGATIONS. Each of SciTec and CompuPool hereby represents and warrants that it has a material economic interest, whether direct or indirect, in Purchaser, and that the execution of this Agreement and the consummation of the transactions contemplated hereby will be of direct benefit to each of SciTec and CompuPool (each, a “Performance Guarantor”). Accordingly, each Performance Guarantor, jointly and severally, hereby absolutely, unconditionally and irrevocably guarantees to Seller the full, timely and prompt performance and payment by Purchaser of Purchaser’s obligations under Section 2.5 of this Agreement, including all amounts due thereunder, and each Performance Guarantor, jointly and severally, shall be directly and primarily liable with respect to the obligations thereunder as if such Performance Guarantor were the Purchaser hereunder.
Sample 1
GUARANTEE OF CERTAIN OBLIGATIONS. 22.9.1 Merck & Co. hereby unconditionally, absolutely and irrevocably guarantees, and covenants to CARDIOME the full performance, observance, satisfaction, and payment of, any and all payment obligations as and when due by MSD Switzerland to CARDIOME under this Agreement and any agreements executed in connection herewith (the “Guaranteed Obligations), provided that MSD Switzerland has failed to make a payment when due under this Agreement and CARDIOME has provided a notice and demand for payment to MSD Switzerland. 22.9.2 If any default shall be made in the performance, observance, satisfaction and payment of any of the Guaranteed Obligations, Merck & Co. covenants and agrees with CARDIOME to perform, observe, satisfy and pay to CARDIOME forthwith any and all of the Guaranteed Obligations in respect of which such default will have occurred and any interest that may be payable thereon pursuant to Section 11.15. 22.9.3 The obligations and liabilities of Merck & Co. hereunder shall not be subject to any counterclaim, set off, deduction or defense based upon any claim Merck & Co. may have against MSD Switzerland. 22.9.4 Until there has been full performance, observance, satisfaction and payment of all of the Guaranteed Obligations, the rights of CARDIOME and the obligations of Merck & Co. under this Section shall remain in full force and effect without regard to, and shall not be released, discharged or in any way affected or impaired, terminated or prejudiced by, the dissolution, winding-up or other cessation of existence of MSD Switzerland, the amalgamation of MSD Switzerland with another corporation, the appointment of a custodian, liquidator, receiver or trustee in respect of the assets or undertaking, in whole or in part, of MSD Switzerland, any arrangement, bankruptcy, composition, insolvency, liquidation, readjustment, receivership, reorganization or other similar proceeding or occurrence relating to MSD Switzerland, or any assignment by MSD Switzerland for the benefit of creditors. 22.9.5 The foregoing guarantee shall be fully enforceable against Merck & Co. without CARDIOME first bringing legal process against or exhausting any remedy against MSD Switzerland.
Sample 1
GUARANTEE OF CERTAIN OBLIGATIONS. Without limiting the effect of Section ‎16.11: (a) Pluristem Therapeutics Inc. (“Guarantor”) hereby unconditionally, absolutely and irrevocably guarantees, and covenants to UTC the full performance, observance and satisfaction of any and all obligations, duties and covenants of Pluristem under this Agreement and any agreements executed in connection herewith (the “Guaranteed Obligations). (b) If any default shall be made in the performance, observance, satisfaction and payment of any of the Guaranteed Obligations, Guarantor covenants and agrees with UTC to perform, observe, satisfy and pay to UTC forthwith any and all of the Guaranteed Obligations in respect of which such default will have occurred and any interest that may be payable thereon pursuant hereto. (c) The obligations and liabilities of Guarantor hereunder shall not be subject to any counterclaim, set-off, deduction or defense based upon any claim Guarantor may have against Pluristem. (d) Until there has been full performance, observance, satisfaction and payment of all of the Guaranteed Obligations, the rights of UTC and the obligations of Guarantor under this Section shall remain in full force and effect without regard to, and shall not be released, discharged or in any way affected or impaired, terminated or prejudiced by, the dissolution, winding-up or other cessation of existence of Pluristem, the amalgamation of Pluristem with another corporation, the appointment of a custodian, liquidator, receiver or trustee in respect of the assets or undertaking, in whole or in part, of Pluristem, any arrangement, bankruptcy, composition, insolvency, liquidation, readjustment, receivership, reorganization or other similar proceeding or occurrence relating to Pluristem, or any assignment by Pluristem for the benefit of creditors. (e) Guarantor shall not take any action that may adversely affect UTC's license granted by Pluristem under this Agreement.
Sample 1
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Related to GUARANTEE OF CERTAIN OBLIGATIONS

  • Suspension of Certain Obligations The Company shall not be required to comply with the provisions of subsections (f), (g) or (h) of this Section 4 during any period from the time (i) the Agents shall have suspended solicitation of offers for the purchase of Notes in their capacity as agents pursuant to a request from the Company and (ii) no Agent shall then hold any Notes purchased from the Company as principal, as the case may be, until the time the Company shall determine that solicitation of offers for the purchase of Notes should be resumed or an Agent shall subsequently purchase Notes from the Company as principal.

  • Survival of Certain Obligations The obligations of Sections 3, 4, 8, 9, 12 and 13 shall survive any termination of this Agreement.

  • 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.

  • Defeasance of Certain Obligations The Company may omit to comply with any term, provision or condition set forth in Sections 3.1, 3.2, 3.3 and 3.4 hereof and a breach with respect to Sections 3.1, 3.2, 3.3 or 3.4 shall be deemed not to be an Event of Default, in each case with respect to the Outstanding Notes if: (a) with reference to this Section 4.2, the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of the Initial Indenture) and conveyed all right, title and interest to the Trustee for the benefit of the Holders of Notes, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee as trust funds in trust, specifically pledged to the Trustee for the benefit of such Holders as security for payment of the principal of and interest, if any, on the Notes, and dedicated solely to, the benefit of such Holders, in and to (A) money in an amount, (B) United States Government Obligations that, through the payment of interest and principal in respect thereof in accordance with their terms, will provide, not later than one day before the due date of any payment referred to in this clause (a), money in an amount or (C) a combination thereof in an amount sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee, the principal of and interest on the Outstanding Notes on the Stated Maturity of such principal or interest; provided, that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such United States Government Obligations to the payment of such principal and interest with respect to the Notes; (b) the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Holders of Notes will not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit and defeasance of such covenants and Events of Default and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; (c) immediately after giving effect to such deposit on a pro forma basis, no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.1(f) and 5.1(g) are concerned, at any time during the period ending on the 91st day after such date of such deposit; (d) if the Notes are then listed on a national securities exchange, the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Notes will not be delisted as a result of such deposit, defeasance and discharge; and (e) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance contemplated by this Section 4.2 have been complied with.

  • 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.

  • Certain Obligations Whenever this Agreement requires any of the Subsidiaries of any Party to take any action, this Agreement will be deemed to include an undertaking on the part of such Party to cause such Subsidiary to take such action.

  • Restrictions on Payment of Certain Debt Make any payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect to any (a) Permitted Ratio Debt or Subordinated Debt, except (i) any scheduled payment, or other contractually required payment, as and when due and payable in accordance with the terms of the definitive documentation governing such Permitted Ratio Debt or Subordinated Debt (including any applicable subordination agreements), (ii) fees and expenses payable to holders of such Permitted Ratio Debt or Subordinated Debt required under the definitive documentation governing such Permitted Ratio Debt or Subordinated Debt (including any applicable subordination agreements), (iii) in connection with, and to the extent permitted hereby, any Refinancing Debt in connection with such Permitted Ratio Debt or Subordinated Debt and (iv) any other payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) so long as the Permitted Payment Conditions have been satisfied; or (b) Term Debt, except (i) any scheduled payment, or other contractually required payment, as and when due and payable in accordance with the terms of the definitive documentation governing such Term Debt (including any applicable Intercreditor Agreement), (ii) fees and expenses payable to Term Agent and Term Lenders required under the Term Loan Debt Documents, (iii) in connection with, and to the extent permitted hereby, any Refinancing Debt in connection with such Term Debt and (iii) other payments to the extent expressly permitted in the Intercreditor Agreement and (iv) any other payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) so long as the Permitted Payment Conditions have been satisfied.

  • 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.

  • Limitation of Subsidiary Guarantor's Liability Each Subsidiary Guarantor and by its acceptance hereof each Holder of Securities hereby confirms that it is the intention of all such parties that the guarantee by such Subsidiary Guarantor pursuant to its Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of any federal, state or foreign law. To effectuate the foregoing intention, the Holders of Securities and each Subsidiary Guarantor hereby irrevocably agree that the obligations of each Subsidiary Guarantor under its Subsidiary 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 Subsidiary Guarantee, result in the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, state or foreign law.

  • Guarantee of Payment; Continuing Guarantee The guarantee in this Article IV is a guaranty of payment and not of collection, is a continuing guarantee, and shall apply to all Obligations whenever arising.

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