GUARANTY OF AGREEMENT Sample Clauses

GUARANTY OF AGREEMENT. FOR VALUE RECEIVED, and in consideration for, and as an inducement to VIRGINIA HIGHLANDS SMALL BUSINESS INCUBATOR, INC. (hereinafter referred to as “VHSBI”), to enter into an Affiliate Program Agreement (the “Agreement”) with , (hereinafter referred to as “Affiliate”) which Agreement, of even date herewith, is incorporated herein by reference, the undersigned absolutely, unconditionally and irrevocably guarantees to VHSBI the full and prompt payment of all fees and all other charges to be paid by Affiliate under the Agreement and the full and timely performance and observance of all covenants, conditions, and agreements therein provided to be performed and observed by Affiliate. The undersigned expressly agrees that the validity of the Guaranty of Agreement and the obligations of the undersigned hereunder shall in no way be terminated, affected, or impaired by reason of (i) any forbearances, releases, settlements or compromises between VHSBI and Affiliate or any other guarantor, by reason of any waiver of or failure to enforce any of the rights and remedies reserved to VHSBI in the Agreement or otherwise, or (ii) the invalidity, illegality or unenforceability of the Agreement for any reason whatsoever, or (iii) as a result of the relief or release of Affiliate or any other guarantor from any of their obligations under the Agreement by operation of law or otherwise, including, without limitation of the generality of the foregoing, the insolvency, bankruptcy, liquidation or dissolution of Affiliate or any other guarantor or the rejection of or assignment of the Agreement in connection with proceedings under any bankruptcy laws now in effect or hereafter enacted, or (iv) the release, surrender, exchange, subordination, deterioration, waste, loss or impairment (including without limitation, negligent, willful, unreasonable or unjustifiable impairment) of any collateral securing the Agreement, or (v) any other act or omission of VHSBI or Affiliate which would otherwise constitute or create a legal or equitable defense in favor of the undersigned. The undersigned represents and warrants that the undersigned has a material economic interest in Affiliate and that the execution of this Agreement will be of direct benefit to the undersigned, whether or not the undersigned shall ever use any portion of the premises. In the event of any termination of the Agreement by VHSBI, the undersigned’s liability hereunder shall not be terminated, but the undersigned shall be an...
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GUARANTY OF AGREEMENT. This Agreement is contingent upon execution of a Guaranty of Agreement by the person or entity(s) designated, in the form shown in Exhibit E, Form of Guaranty of Agreement.
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GUARANTY OF AGREEMENT. Refers to a contract between two parties where one party agrees to pay a debt or perform a duty in the event that the original party fails to do so.
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Related to GUARANTY OF AGREEMENT

  • Entirety of Agreement This Agreement represents the entire and integrated agreement between the parties and supersedes all prior negotiations, representations, and agreements, whether written or oral.

  • Amendment of Agreement This Agreement may be amended only by written agreement of the Adviser and the Sub-Adviser and only in accordance with the provisions of the 1940 Act and the rules and regulations promulgated thereunder.

  • Subject of Agreement 1.1. Tour operator provides the Tourist a Tourist product or a Tourist Service for agreed price and Tourist receives the purchased services within the prelimenary agreed dates.

  • SUBORDINATION OF AGREEMENT 18.1 The parties hereto and the employees of the City are governed by the provisions of applicable Federal Law, State Law, and the City Charter. When any provisions thereof are in conflict with the provisions of this Agreement, the provisions of said Federal Law, State Law, or City Charter are paramount and shall prevail. 18.2 The parties hereto and the employees of the City are governed by applicable City Ordinances and said Ordinances are paramount except where they conflict with the express provisions of this Agreement.

  • STATEMENT OF AGREEMENT The parties hereby acknowledge the accuracy of the foregoing Background Information and hereby agree as follows:

  • Assignment of Agreement The following conditions must be satisfied in order to effectuate any assignment of this Agreement: (i) This Agreement may only be transferred through a book entry system maintained by Principal Life, or an agent designated by it, within the meaning of Temporary Treasury Regulations Section 5f.103-1(c) and Treasury Regulations Section 1.871-14(c)(1)(i). (ii) The Agreement Holder, and any assignee, must comply with applicable securities laws. (iii) Principal Life has consented in writing to the proposed assignment, such consent not to be unreasonably withheld. (iv) Principal Life shall have received from the proposed assignee a duly executed certificate containing, in substance, the information, representations, warranties, acknowledgments and agreements set forth in this Agreement. Any attempted sale, transfer, anticipation, assignment, hypothecation, or alienation not in accordance with this Section 6 shall be void and of no effect. Until such time, if any, as Principal Life has consented in writing to a proposed assignment, Principal Life shall not be obligated to make any payments to or at the direction of anyone other than the person shown on Principal Life’s books and records as the Agreement Holder. Once the foregoing conditions have been satisfied with respect to an assignment, the assignee or its successor shall be deemed to be the sole Agreement Holder for all purposes of this Agreement and Principal Life shall promptly amend its records to reflect the assignee’s status as Agreement Holder.

  • Assignment of Agreements Each applicable Borrower shall have executed and delivered to Lender the Assignments of Agreements, and the Assignments of Agreements shall, to the extent prudent pursuant to local practice, have been irrevocably delivered to an authorized title agent for the Title Insurer for such recordation in the appropriate filing offices in the jurisdiction in which the applicable Individual Property is located.

  • Copy of Agreement The Executive hereby acknowledges receipt of a copy of this Agreement duly signed by the Company.

  • Intent of Agreement 3.1 Execution of this Agreement is a representation that the Contractor has carefully examined the Contract Documents and the site, and represents that the Contractor shall become familiar with the nature and location of each Project, the Worksite, the specific conditions under which the Services are to be performed, and all matters which may in any way affect the Work or its performance. The Contractor further represents that, as a result of such examinations and investigations, the Contractor thoroughly understands the Contract Documents and their intent and purpose, and is familiar with all applicable codes, ordinances, laws, regulations and rules as they apply to the Work, and that the Contractor will abide by same. Claims for additional time or additional compensation as a result of the Contractor’s failure to follow the foregoing procedure and to familiarize itself with all local conditions and the Contract Documents will not be permitted. 3.2 The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Project by the Contractor. Contract Documents are complimentary, and what is required by any one shall be as binding as if required by all; performance by the Contractor shall be required only to the extent consistent with the Contract Documents and reasonable inferable from them as being necessary to produce the intended results. 3.3 In the event of conflicting provisions in the specifications or the Drawings, the more specific provision will take precedence over the less specific; the more stringent will take precedence over the less stringent; and the more expensive item will take precedence over the less expensive. On all Drawings, figures take precedence over scaled dimensions. 3.4 Organization of the specifications into divisions, sections and articles, and the arrangement of Drawings shall not control the Contractor in dividing the Work among Subcontractors or in establishing the extent of Work to be performed by any trade. 3.5 Unless otherwise stated in the Contract Documents, words which have well-known technical or construction industry meanings are used in the Contract Documents in accordance with such recognized meanings. 3.6 In the event of any conflict between the Contract Documents or any ambiguity or missing specification or instruction, the following priority is hereby established: 3.6.1 Specific written direction from the City Manager or City Manager’s designee. 3.6.2 This Agreement.

  • Term of Agreement; Amendment; Assignment A. This Agreement shall become effective with respect to each Fund listed on Exhibit A hereof as of the date hereof and, with respect to each Fund not in existence on that date, on the date an amendment to Exhibit A to this Agreement relating to that Fund is executed. Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from the date hereof. Thereafter, if not terminated, this Agreement shall continue in effect automatically as to each Fund for successive one-year periods, provided such continuance is specifically approved at least annually by: (i) the Trust’s Board, or (ii) the vote of a “majority of the outstanding voting securities” of a Fund, and provided that in either event, the continuance is also approved by a majority of the Trust’s Board who are not “interested persons” of any party to this Agreement, by a vote cast in person at a meeting called for the purpose of voting on such approval. B. Notwithstanding the foregoing, this Agreement may be terminated, without the payment of any penalty, with respect to a particular Fund: (i) through a failure to renew this Agreement at the end of a term, (ii) upon mutual consent of the parties, or (iii) upon not less than 60 days’ written notice, by either the Trust upon the vote of a majority of the members of its Board who are not “interested persons” of the Trust and have no direct or indirect financial interest in the operation of this Agreement, or by vote of a “majority of the outstanding voting securities” of a Fund, or by the Distributor. The terms of this Agreement shall not be waived, altered, modified, amended or supplemented in any manner whatsoever except by a written instrument signed by the Distributor and the Trust. If required under the 1940 Act, any such amendment must be approved by the Trust’s Board, including a majority of the Trust’s Board who are not “interested persons” of any party to this Agreement, by a vote cast in person at a meeting for the purpose of voting on such amendment. In the event that such amendment affects the Advisor, the written instrument shall also be signed by the Advisor. This Agreement will automatically terminate in the event of its “assignment.” C. As used in this Section, the terms “majority of the outstanding voting securities,” “interested person,” and “assignment” shall have the same meaning as such terms have in the 1940 Act. D. Sections 7 and 8 shall survive termination of this Agreement.

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