Guarantor Claims Sample Clauses

Guarantor Claims. (a) Until payment in full of the Debt (including interest accruing on the Note after the commencement of a proceeding by or against Borrower under any Creditors Rights Law, which interest the parties agree remains a claim that is prior and superior to any claim of any Guarantor notwithstanding any contrary practice, custom or ruling in cases under the Bankruptcy Code or other Creditors Rights Law generally), each Guarantor agrees not to accept any payment or satisfaction of any Guarantor Claims and hereby assigns all such Guarantor Claims to Lender, including the right (but not the obligation) to file proof of claim and to vote in any Bankruptcy Action, including the right to vote on any plan of reorganization, liquidation or other proposal for debt adjustment under any Creditors Rights Law.
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Guarantor Claims. (a) Until the Obligations are indefeasibly paid in full, all other obligations hereunder have been performed and discharged, and all Commitments have terminated or expired, each Guarantor agrees not to accept any payment or satisfaction of any Guarantor Claims and hereby assigns all such Guarantor Claims to Lender, including the right (but not the obligation) to file proof of claim and to vote in any action under any Debtor Relief Law, including the right to vote on any plan of reorganization, liquidation or other proposal for debt adjustment under any Debtor Relief Law.
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Guarantor Claims. EACH OF THE GUARANTORS EXPRESSLY AND SPECIFICALLY POSTPONES IN EFFECT ANY AND ALL RIGHTS, WHETHER ARISING BY LAW OR AGREEMENT OR OTHERWISE, TO REIMBURSEMENT, CONTRIBUTION, SUBROGATION, EXONERATION AND INDEMNIFICATION, AND TO PARTICIPATE IN ANY CLAIM OR REMEDY OF CREDITOR OR ANY OTHER PERSON AGAINST OBLIGOR, OR ANY OTHER PERSON, WITH RESPECT TO THE GUARANTEED OBLIGATIONS, UNTIL SUCH TIME AS CREDITOR HAS BEEN FULLY AND FINALLY PAID.
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Guarantor Claims. The Guarantor hereby assigns such dividends and payments to the Agent for the benefit of the Lenders. Should the Agent receive, for application against the Guaranteed Obligations, any such dividend or payment which is otherwise payable to the Guarantor, and which, as between such Borrower and the Guarantor, shall constitute a credit against the Guarantor Claims, then upon payment to the Agent in full of the Guaranteed Obligations, the Guarantor shall become subrogated to the rights of the Agent to the extent that such payments to the Agent on the Guarantor Claims have contributed toward the liquidation of the Guaranteed Obligations, and such subrogation shall be with respect to that proportion of the Guaranteed Obligations which would have been unpaid if the Agent had not received dividends or payments upon the Guarantor Claims.
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Guarantor Claims 
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Related to Guarantor Claims

  • Subordination of All Guarantor Claims As used herein, the term “Guarantor Claims” shall mean all debts and liabilities of Borrower to Guarantor, whether such debts and liabilities now exist or are hereafter incurred or arise, or whether the obligations of Borrower thereon be direct, contingent, primary, secondary, several, joint and several, or otherwise, and irrespective of whether such debts or liabilities be evidenced by note, contract, open account, or otherwise, and irrespective of the person or persons in whose favor such debts or liabilities may, at their inception, have been, or may hereafter be created, or the manner in which they have been or may hereafter be acquired by Guarantor. The Guarantor Claims shall include without limitation all rights and claims of Guarantor against Borrower (arising as a result of subrogation or otherwise) as a result of Guarantor’s payment of all or a portion of the Guaranteed Obligations. Upon the occurrence of an Event of Default or the occurrence of an event which would, with the giving of notice or the passage of time, or both, constitute an Event of Default, Guarantor shall not receive or collect, directly or indirectly, from Borrower or any other party any amount upon the Guarantor Claims.

  • Intercompany Indebtedness The Company shall not create, incur, assume or otherwise become or remain directly or indirectly liable with respect to any Indebtedness arising from loans from any Subsidiary to the Company unless (a) such Indebtedness is unsecured and (b) such Indebtedness shall be expressly subordinate to the payment in full in cash of the Obligations on terms satisfactory to the Administrative Agent.

  • Surety Obligations No Borrower or Subsidiary is obligated as surety or indemnitor under any bond or other contract that assures payment or performance of any obligation of any Person, except as permitted hereunder.

  • Guaranty Obligations Unless otherwise specified, the amount of any Guaranty Obligation shall be the lesser of the principal amount of the obligations guaranteed and still outstanding and the maximum amount for which the guaranteeing Person may be liable pursuant to the terms of the instrument embodying such Guaranty Obligation.

  • Unsecured Obligations The obligations of the Company to the Purchasers under the Subordinated Notes shall be unsecured.

  • Company Obligations The Company will use commercially reasonable efforts to effect the registration of the Registrable Securities in accordance with the terms hereof, and pursuant thereto the Company will, as expeditiously as possible:

  • Guarantied Obligations To induce the Administrative Agent and the Lenders to make loans and grant other financial accommodations to the Borrowers under the Credit Agreement, each Guarantor hereby jointly and severally unconditionally, and irrevocably, guaranties to the Administrative Agent, each Lender and any provider of a Lender Provided Interest Rate Hedge or any provider of any Other Lender Provided Financial Service Product, and becomes surety, as though it was a primary obligor for, the full and punctual payment and performance when due (whether on demand, at stated maturity, by acceleration, or otherwise and including any amounts which would become due but for the operation of an automatic stay under the federal bankruptcy code of the United States or any similar Laws of any country or jurisdiction) of all Obligations, including, without limiting the generality of the foregoing, all obligations, liabilities, and indebtedness from time to time of any Borrower or any other Guarantor to the Administrative Agent or any of the Lenders or any Affiliate of any Lender under or in connection with the Credit Agreement or any other Loan Document, whether for principal, interest, fees, indemnities, expenses, or otherwise, and all renewals, extensions, refinancings or refundings thereof, whether such obligations, liabilities, or indebtedness are direct or indirect, secured or unsecured, joint or several, absolute or contingent, due or to become due, whether for payment or performance, now existing or hereafter arising (and including obligations, liabilities, and indebtedness arising or accruing after the commencement of any bankruptcy, insolvency, reorganization, or similar proceeding with respect to any Borrower or any Guarantor or which would have arisen or accrued but for the commencement of such proceeding, even if the claim for such obligation, liability, or indebtedness is not enforceable or allowable in such proceeding, and including all Obligations, liabilities, and Indebtedness arising from any extensions of credit under or in connection with any Loan Document from time to time, regardless of whether any such extensions of credit are in excess of the amount committed under or contemplated by the Loan Documents or are made in circumstances in which any condition to extension of credit is not satisfied) (all of the foregoing obligations, liabilities and indebtedness are referred to herein collectively as the "Guarantied Obligations" and each as a "Guarantied Obligation"). Without limitation of the foregoing, any of the Guarantied Obligations shall be and remain Guarantied Obligations entitled to the benefit of this Guaranty if the Administrative Agent or any of the Lenders (or any one or more assignees or transferees thereof) from time to time assign or otherwise transfer any portion of their respective rights and obligations under the Loan Documents, or any other Guarantied Obligations, to any other Person. In furtherance of the foregoing, each Guarantor jointly and severally agrees as follows.

  • Guaranteed Obligations The Company, jointly and severally with any other guarantors, hereby absolutely, unconditionally and irrevocably guarantees to the Agent and the Lenders on a continuing basis the full, complete and punctual payment when due, whether at stated maturity, by acceleration or otherwise, of any and all sums due from, and any and all Obligations of the Borrower to the Agent and the Lenders now or hereafter existing under the Notes, the Letters of Credit, the Secured Hedging Obligations and the Amended and Restated Credit Agreement, without regard to the Borrower's use of the proceeds of the Loans, the Letters of Credit or the Secured Hedging Obligations, whether for principal, premium, interest, fees, costs, expenses or otherwise, including, without prejudice to the generality of the foregoing, the prompt payment of the Notes and payment of interest and premium thereon at the times and in the manner specified in the Notes and the Amended and Restated Credit Agreement, prompt payment of amounts owing pursuant to the issuance of the Letters of Credit, prompt payment of the Secured Hedging Obligations at the times and in the manner specified in the documentation therefor and the payment of any and all expenses (including reasonable counsel fees and expenses) incurred by the Agent and the Lenders in enforcing any rights under the Notes, the Letters of Credit, the Secured Hedging Obligations, the Amended and Restated Credit Agreement and this Agreement. Without limiting the generality of the foregoing, the Company's liability shall extend to all amounts that would be owed by the Borrower to the Agent and the Lenders under the Amended and Restated Credit Agreement but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower. Each of the obligations guaranteed as set forth in this Section 2.1 is hereinafter referred to severally as a "Guaranteed Obligation" and collectively as the "Guaranteed Obligations".

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