Limited Guarantee Clause Samples
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Limited Guarantee. (a) To induce the Guaranteed Party to enter into the Merger Agreement, the Guarantor hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, subject to the terms and conditions hereof, the due and punctual payment and performance when due of 1.24% of the Parent Parties' obligation (the "Guaranteed Obligation") to pay to the Guaranteed Party (i) the Parent Termination Fee if and when required pursuant to Section 8.2(c) of the Merger Agreement, and (ii) the payment obligations of the Parent Parties pursuant to Section 6.6 of the Merger Agreement; provided that the maximum aggregate liability of the Guarantor hereunder shall not exceed US$ 5,573,361 (the "Maximum Amount").
(b) The Guaranteed Party hereby agrees that (a) the Guarantor shall in no event be required to pay more than the Maximum Amount under or in respect of this Guarantee and (b) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party's equity holders, Affiliates and/or subsidiaries) relating to, arising out of or in connection with this Limited Guarantee, the Merger Agreement, or the Equity Commitment Letter (as defined below) other than as expressly set forth herein or in the Equity Commitment Letter or the Escrow Agreement (as defined in the Equity Commitment Letter).
(c) The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder and under the Merger Agreement, including, without limitation, in the event that (i) the Guarantor asserts in any arbitration, litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding, or (ii) the Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that the Guarantor is required to make such payment hereunder.
(d) The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If the Parent Parties fail to pay or cause to be paid the Guaranteed Obligation as and when due and payable pursuant to Section 8.2(c) of the Merger Agreement, as applicable, then the...
Limited Guarantee. Concurrently with the execution and delivery of this letter agreement, (a) the Investors are executing and delivering to the Company a limited guarantee, dated on or around the date hereof, relating to certain payment obligations of HoldCo, Parent and Merger Sub under the Merger Agreement (the “Limited Guarantee”) and (b) each of the Other Investors is executing and delivering to the Company a limited guarantee substantially identical to the Limited Guarantee (each, an “Other Limited Guarantee”) relating to certain payment obligations of HoldCo, Parent and Merger Sub under the Merger Agreement. The Company’s (i) remedies against each Investor and its successors and assigns under the Limited Guarantee, (ii) remedies against HoldCo, Parent and Merger Sub and their respective successors and assigns under the Merger Agreement, (iii) remedies against the Rollover Securityholders and their respective successors and assigns under the Support Agreement and (iv) the Company Third Party Beneficiary Rights (as defined below) shall be, and are intended to be, the sole and exclusive direct or indirect remedies available to the Company and the Guaranteed Party Group (as defined in the Limited Guarantee) against such Investor or any of the Non-Recourse Parties (as defined in the Limited Guarantee) in respect of any liabilities, losses, damages, obligations or recoveries of any kind (including special, exemplary, consequential, indirect or punitive damages or damages arising from loss of profits, business opportunities or goodwill, diminution in value or any other losses or damages, whether at law, in equity, in contract, in tort or otherwise) arising under, relating to or in connection with this letter agreement or the Merger Agreement or of the failure of any transactions contemplated hereby or by the Merger Agreement to be consummated for any reason or otherwise in connection with the transactions contemplated hereby and thereby or in respect of any written or oral representations made or alleged to have been made in connection herewith and therewith (whether or not HoldCo’s, P▇▇▇▇▇’s or Merger Sub’s breach is caused by the breach by such Investor of its obligations under this letter agreement). The Company and the Guaranteed Party Group shall not have, and they are not intended to have, any right of recovery against such Investor or any of the Non-Recourse Parties in respect of any liabilities or obligations arising out of or relating to, this letter agreement or the ...
Limited Guarantee a. No later than the third Business Day prior to each Remittance Date, the Servicer (if other than the Company) shall notify the Company of the amount of the Guarantee Payment (if any) for such Remittance Date. Not later than the Business Day preceding each Remittance Date, the Company shall deposit the Guarantee Payment, if any, for such Remittance Date into the Certificate Account.
b. The obligations of the Company under this Section shall not terminate upon or otherwise be affected by a Service Transfer pursuant to Article VII of this Agreement.
c. The obligation of the Company to provide the Limited Guarantee under this Agreement shall terminate on the Final Remittance Date.
d. The obligation of the Company to make the Guarantee Payments described in subsection (a) above shall be unconditional and irrevocable. The Company acknowledges that its obligation to make the Guarantee Payments described in subsection (a) above shall be deemed a guarantee by the Company of indebtedness of the Trust for money borrowed from the Class B-2 Certificateholders.
e. If the Company fails to make a Guarantee Payment in whole or in part, the Company shall promptly notify the Trustee, and the Trustee shall promptly notify ▇▇▇▇▇'▇, Standard & Poor's and Fitch.
f. The Class C Certificateholders may at any time, but are not obligated to, supplement the Company's Limited Guarantee by depositing assets in a "qualified reserve fund," within the meaning of (S) 860G(a)(7) of the Code in accordance with (S) 860G(d)(2)(D) of the Code.
Limited Guarantee. Concurrently with the execution and delivery of this letter agreement, the Sponsor is executing and delivering to the Company a limited guarantee (the “Limited Guarantee”) guaranteeing the Guaranteed Percentage (as defined in the Limited Guarantee) of the Obligations (as defined in the Limited Guarantee). Other than with respect to the Retained Claims (as such term is defined under the Limited Guarantee) and subject to Section 4, the Company’s remedies against the Sponsor under the Limited Guarantee (as set forth in and in accordance with the terms of the Limited Guarantee) shall be, and are intended to be, the sole and exclusive direct or indirect remedies (whether at Law or in equity, whether sounding in contract, tort, statute or otherwise) available to the Company and its Affiliates against the Sponsor and the Non-Recourse Parties (as defined in the Limited Guarantee) in respect of any claims, liabilities or obligations arising out of or relating to this letter agreement, the Merger Agreement and the Transactions, including in the event Parent or Merger Sub breaches its obligations under the Merger Agreement, whether or not Parent’s or Merger Sub’s breach is caused by the Sponsor’s breach of its obligations under this letter agreement.
Limited Guarantee. Concurrently with the execution of this Agreement, the Guarantor has delivered to the Company the Limited Guarantee, dated as of the date hereof, in favor of the Company, in the form set forth in Exhibit A hereto. The Limited Guarantee is in full force and effect (subject to the Bankruptcy and Equity Exception) and no event has occurred which, with or without the giving of notice or the lapse of time or both, would or would reasonably be expected to constitute a default on the part of the Guarantor under the Limited Guarantee.
Limited Guarantee. The Guarantor hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, subject to the terms and conditions hereof, but only up to the Maximum Amount (as defined below), 34.35% of Parent’s obligation (the “Guaranteed Obligation”) to pay to the Guaranteed Party the Parent Termination Fee if and when required pursuant to Section 8.2(c) of the Merger Agreement; provided that the maximum aggregate liability of the Guarantor hereunder shall not exceed $10,303,720.97 (the “Maximum Amount”), and the Guaranteed Party hereby agrees that (a) the Guarantor shall in no event be required to pay more than the Maximum Amount under or in respect of this Limited Guarantee and (b) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party’s equityholders, Affiliates and/or Subsidiaries) relating to, arising out of or in connection with this Limited Guarantee, the Merger Agreement or the Equity Commitment Letter (as defined below) other than as expressly set forth herein or in the Equity Commitment Letter.
Limited Guarantee. No later than the third Business Day prior to each Remittance Date, the Servicer (if other than the Company) shall notify the Company of the amount of the Guarantee Payment (if any) for such Remittance Date. Not later than the Business Day preceding each Remittance Date, the Company shall deposit the Guarantee Payment, if any, for such Remittance Date into the Certificate Account.
Limited Guarantee. Concurrently with the execution of the Agreement, the Guarantors have delivered to the Company a duly executed Limited Guarantee. The Limited Guarantee is in full force and effect and is a valid and binding obligation of each Guarantor, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights, and to general equity principles, and no event has occurred, which with or without notice, lapse of time or both, would constitute a default on the part of the Guarantor under the Limited Guarantee.
Limited Guarantee. Concurrently with the execution of this Agreement, Parent has caused the Guarantor to deliver to the Company a duly executed Limited Guarantee. The Limited Guarantee is in full force and effect and constitutes a legal, valid, binding and specifically enforceable obligation of the Guarantor, enforceable against the Guarantor in accordance with the terms thereof subject to the Enforceability Exception, and no event has occurred, which, with or without notice, lapse of time or both, would constitute a default on the part of the Guarantor under the Limited Guarantee.
Limited Guarantee. Buyer Parent hereby absolutely, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, the obligations of Buyer pursuant to Section 2.05 (the “Guaranteed Obligations”), and Buyer Parent shall be liable for any breach by Buyer of any of the Guaranteed Obligations. This guarantee is of payment (not of collection) and performance. The Sellers shall not be obligated to file any claim relating to the Guaranteed Obligations in the event Buyer becomes subject to bankruptcy, reorganization or similar proceedings, and the failure of the Sellers to so file shall not affect Buyer Parent’s obligations hereunder. In the event that any payment to Seller in respect of the Guaranteed Obligations is rescinded or must otherwise be returned for any reason whatsoever (other than in circumstances where Buyer Parent is not liable to make such payment), Buyer Parent shall remain liable hereunder with respect to the Guaranteed Obligations as if such payment had not been rescinded or returned. Buyer Parent hereby waives promptness, diligence, presentment, demand of performance, demand of payment, filing of any claim, any right to require any proceeding first against Buyer, protest notice of any kind and all demands whatsoever and all suretyship defenses generally in connection with the performance of its covenants, agreements and obligations set forth in this Section 11.16. Notwithstanding the foregoing, to the extent Buyer is relieved of all or any portion of the Guaranteed Obligations by satisfaction thereof on the terms and subject to the conditions set forth in this Agreement or pursuant to any other written agreement with Seller, Buyer Parent shall similarly relieved of its corresponding obligations under this Section 11.16. Buyer Parent acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by this Agreement and that the waivers set forth in this Section 11.16 are knowingly made in contemplation of such benefits.