Keep Well Sample Clauses

Keep Well. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Party to honor all of its obligations under the Guaranty and Security Agreement in respect of Swap Obligations under any Secured Rate Contract; provided, that each Qualified ECP Guarantor shall only be liable under this Section for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section, or otherwise under the Guaranty and Security Agreement, voidable under applicable Requirements of Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount. The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the guaranties in respect of Swap Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with the terms of this Agreement. Each Qualified ECP Guarantor intends that this Section constitute, and this Section shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
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Keep Well. Westaim hereby covenants with S&N as follows:
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Keep Well. The Parent will from time to time promptly make such capital contributions to the Borrower as may be required for the Borrower to meet its obligations to pay any and all interest and other amounts due (other than principal) under the terms of the Notes and the other Loan Documents, whenever such amounts may be due and payable, and further to provide for payment of administrative overhead and similar expenses of operating the Borrower from time to time, in each case so long as the Notes remain outstanding (such obligation to make contributions, the "Keep Well Obligation"); provided that for purposes of this Agreement, the Keep Well Obligation shall terminate with respect to Interest Obligations which no longer accrue upon the occurrence of a Cut-Off Event. The term "Interest Obligations" means the obligations of the Borrower to pay interest under the Notes; provided that (x) if the principal amount of the Notes is repaid by transfer of Purchaser Shares as provided under the terms of the Note Purchase Agreement, or (y) if the Company has completely foreclosed upon the Pledged Collateral under the Pledge Agreement or (z) an Event of Default has occurred, the Company has a right to foreclose on the Pledged Collateral, there is no stay in effect preventing such foreclosure, and the Company fails to take reasonable steps to effectuate a foreclosure with respect to all of the Pledged Collateral (any such event in clauses (x), (y) or (z), a "Cut-Off Event"), then, in each case, for purposes of this Agreement, from and after a Cut-Off Event, Interest Obligations shall no longer accrue with respect to the principal amount of the Notes (but interest may continue to accrue with respect to unpaid interest).
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Keep Well. TCI Partner shall cause its Affiliates to execute a keep well agreement, in a form acceptable to TCI Partner in its sole discretion.
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Keep Well. Each of Norden, Koolen and Van Ree procure that during the survival periods as set forth in Article 6.4 the Seller will remain in existence and in good standing.
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Related to Keep Well

  • Ownership of the Operating Company The Partnership owns, and at each Date of Delivery will own, all of the issued and outstanding membership interests of the Operating Company; such membership interests have been duly authorized and validly issued in accordance with the limited liability company agreement of the Operating Company (the “Operating Company LLC Agreement”) and are fully paid (to the extent required by the Operating Company LLC Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Section 51 of the Xxxxxxxx Islands LLC Act); and the Partnership owns such membership interests free and clear of all Liens other than those Liens arising under the Partnership’s revolving credit facility, as amended, with a capacity of up to $295.0 million (the “Credit Facility”). As of the date of this Agreement, the only subsidiaries of the Partnership are, and at each Date of Delivery, the only subsidiaries of the Partnership will be, the Operating Company and the Operating Subsidiaries.

  • Separate Entity Existence The Servicer agrees to take or refrain from taking or engaging in with respect to the Trust Depositor, as applicable, each of the actions or activities specified in the “substantive consolidation” opinion of Xxxxx & Xxxxxxx LLP (or in any related Certificate of the Servicer) delivered on the Closing Date, upon which the conclusions expressed therein are based. ARTICLE SIX THE TRUST DEPOSITOR

  • Oil and Gas Operations (a) All wxxxx included in the Oil and Gas Interests of the Company have been drilled and (if completed) completed, operated and produced in accordance with generally accepted oil and gas field practices and in compliance in all respects with applicable oil and gas leases and applicable laws, rules and regulations, except where any failure or violation could not reasonably be expected to have a Material Adverse Effect on the Company; and

  • Property Ownership The Fund owns or leases all such properties as are necessary to the conduct of its operations as presently conducted.

  • Type of ownership (You must check one box) Individual Custodian for Tenants in Common Uniform Gifts to Minors Act of the State of: __________ Joint Tenants with rights of Survivorship Corporation (Inc., LLC, LP) – Please List all officers, directors, partners, managers, etc.: Partnership (Limited Partnerships use “Corporation”) Trust Community Property Other (please explain)

  • Maintain Properties Maintain all properties necessary to its operations in good working order and condition, make all needed repairs, replacements and renewals to such properties, and maintain free from Liens all trademarks, trade names, patents, copyrights, trade secrets, know-how, and other intellectual property and proprietary information (or adequate licenses thereto), in each case as are reasonably necessary to conduct its business as currently conducted or as contemplated hereby, all in accordance with customary and prudent business practices.

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