Keepwell Agreement. Each Qualified ECP Credit Party, jointly and severally, hereby absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by any other Credit Party hereunder to honor all of such Credit Party’s obligations under this Agreement in respect of Swap Contracts (provided, each Qualified ECP Credit Party shall only be liable under this Section 7.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.13, or otherwise under this Agreement, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Credit Party under this Section 7.13 shall remain in full force and effect until all of the Guaranteed Obligations and all other amounts payable under this Agreement shall have been paid in full and all Commitments have terminated or expired or been cancelled. Each Qualified ECP Credit Party intends that this Section 7.13 constitute, and this Section 7.13 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.
Keepwell Agreement. Each Guarantor that is a 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 any other Guarantor to permit such other Guarantor to honor all of its obligations under this Guaranty in respect of Swap Obligations; provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.6 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.6, or otherwise under this Agreement (including Section 2.1(b) and 2.2), as they relate to such Qualified ECP Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount. The obligations of each Qualified ECP Guarantor under this Section 2.6 shall remain in force and effect until the Discharge of Obligations. Each Qualified ECP Guarantor intends that this Section 2.6 constitute, and this Section 2.6 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
Keepwell Agreement. Each Parent Guarantor that is a Qualified ECP Guarantor hereby unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by any other Guarantor to permit such other Guarantor to honor all of its obligations under the Guaranty to which it is a party in respect of Swap Obligations (as defined in the Guaranty to which it is a party); provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 26 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 26, or otherwise under this Guaranty, as they relate to such Qualified ECP Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount. The obligations of each Qualified ECP Guarantor under this Section 26 shall remain in force and effect so long as any Lender has any Commitment or any Guaranteed Obligations remain unsatisfied. Each Qualified ECP Guarantor intends that this Section 26 constitute, and this Section 26 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. For the purposes of this Section 26, “Qualified ECP Guarantor” means, in respect of any Swap Obligation, each Guarantor that has total assets exceeding $10,000,000 at the time the relevant guaranty or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
Keepwell Agreement. Debtor acknowledges and confirms the obligations of Pledgor, its wholly-owned subsidiary, pursuant to this Agreement. While the Notes, the Loan and any of the Obligations are outstanding, Debtor shall use its best efforts to take all actions as shall be necessary to enable Pledgor to perform its obligations pursuant to this Agreement and shall not enter into any agreement the terms of which would restrict or impair the ability of the Pledgor or the Debtor to perform its obligations under this Agreement.
Keepwell Agreement. Debtor acknowledges and confirms its obligations pursuant to this Agreement. While the Notes, the Loan and any of the Obligations are outstanding, Debtor shall use its best efforts to take all actions as shall be necessary to enable it to perform its obligations pursuant to this Agreement and shall not enter into any agreement the terms of which would restrict or impair its ability to perform its obligations under this Agreement.
Keepwell Agreement. The Keepwell Agreement is in full force and effect ------------------ and is a valid and binding obligation of the Reinsurer and the Bank, except to the extent enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). Neither the Reinsurer nor the Bank is in default as to any obligations in the Keepwell Agreement.
Keepwell Agreement. Each Guarantor that is a Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest under the Loan Documents, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Loan Party that is not an “eligible contract participant” under the Commodity Exchange Act (determined prior to giving effect to this subsection) (each, a “Specified Loan Party”) with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its Guaranteed Obligations under this Agreement and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this subsection voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the payment in full of the Obligations. Each Qualified ECP Guarantor intends this subsection to constitute, and this subsection shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.
Keepwell Agreement. (i) For value received and in consideration of any loan, advance or financial accommodation of any kind whatsoever heretofore, now or hereafter made, given or granted to the Borrowers by the Lenders and the Issuing Banks and of the Requisite Lenders' consent to the Brice Acquisition, LJH unconditionally and irrevocably agrees for the xxxxfit of each of the Holders that LJH will pay to the Agent, for application to the outstanding Revolving Loans (without reduction of the Revolving Credit Commitment) or, if no Revolving Loans are then outstanding, to Brice (which shall be deemed to be an increase in the principal amounx xx the LJH Note and an intercompany loan from Parent to Brice), an amount equal to the "Brice Cash Shortfall" (as defined belxx) xncurred during any calendar xxxxx, xxch payment to be made to the Agent not later than ten (10) days after the delivery of the monthly financial statements required to be delivered to the Agent and the Lenders under Section 8.01(a) of the Credit Agreement (the "Monthly Financials"). "Brice Cash Shortfall" shall mean, for Brice on a stand-alone basis fox xxx xxxxndar month, the absolute valxx xx an amount equal to the lesser of (x) zero and (y) an amount equal to (1) Net Income, plus (2) depreciation and amortization expense, plus (3) non-cash interest expense, plus (4) federal, state and local income taxes deducted from Net Income, minus (5) extraordinary gains, in each case determined in accordance with GAAP. In addition, not later than 10 days after the delivery of the Monthly Financials for October 2002, LJH shall pay to the Agent, for application to the outstanding Revolving Loans (without reduction of the Revolving Credit Commitment) or, if no Revolving Loans are then outstanding, to Parent (which shall be deemed to be an increase in the principal amount of the LJH Note) an amount equal to the aggregate amount of transaction costs incurred by Parent or any of its Subsidiaries in connection with the Brice Acquisition.
Keepwell Agreement. 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 Loan Party to honor all of its obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 23 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 23 or otherwise under this Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 23 shall remain in full force and effect until this Guaranty is terminated, or such Qualified ECP Guarantor is released from its obligations hereunder, in either case in accordance with Section 16. Each Qualified ECP Guarantor intends that this Section 23 constitute, and this Section 23 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
Keepwell Agreement. Pursuant to the NIF(NL) Keepwell Agreement, the Parent has agreed to: (1) maintain a direct or indirect ownership of the entire legal title to and beneficial interest in all the outstanding shares of stock of NIF(NL), and not to pledge directly or indirectly, or in any way encumber or otherwise dispose of any such shares of stock of NIF(NL) or permit its subsidiaries to do so (“Parent’s Stock Ownership Obligation”); (2) cause NIF(NL) to have a consolidated tangible net worth as determined in accordance with generally accepted accounting principles, of at least NLG 10,000 (euro 4,537.80) (“Parent’s Net Worth Obligation”); (3) cause NIF(NL) to maintain sufficient liquidity to punctually meet its payment obligations under any indebtedness for borrowed money represented by debt obligations, borrowings and foreign exchange, swap and other derivative obligations and guarantee obligations in respect of other subsidiaries and affiliates of the Parent (“Debt”) in accordance with its terms, or, where necessary, make available to or arrange for NIF(NL) sufficient funds to enable NIF(NL) to meet such obligations in full as and when they fall due (“Parent’s Liquidity Obligation”); and (4) so long as any Debt is outstanding, not to modify, amend or terminate the NIF(NL) Keepwell Agreement in any manner adverse to the interests of the holder of any Notes. The NIF(NL) Keepwell Agreement is not, and nothing done pursuant to the NIF(NL) Keepwell Agreement by the Parent shall be deemed to constitute, a guarantee by the Parent of the payment of any Note, or other obligation, indebtedness or liability of any kind or character whatsoever of NIF(NL). All holders of the Notes issued by NIF(NL) are third party beneficiaries of the NIF(NL) Keepwell Agreement. The third party beneficiary rights of the holders of the Notes under the NIF(NL) Keepwell Agreement are limited to the right to demand that NIF(NL) enforce the Parent’s Stock Ownership Obligation, the Parent’s Net Worth Obligation, the Parent’s Liquidity Obligation and the right to proceed against the Parent directly to enforce the Parent’s Stock Ownership Obligation, the Parent’s Net Worth Obligation and the Parent’s Liquidity Obligation under the NIF(NL) Keepwell Agreement if NIF(NL) fails or refuses to take timely action to enforce the Parent’s obligations under the NIF(NL) Keepwell Agreement following demand for such enforcement by any holder of a Note issued by NIF(NL). NMAC Keepwell Agreement Pursuant to the NMAC Keepwel...
