Limited Guaranty Sample Clauses

Limited Guaranty. Concurrently with the execution of this Agreement, the Purchasers have caused the Equity Investor to deliver to the Company a duly executed Limited Guaranty. The Limited Guaranty is in full force and effect, is a valid, legally binding and enforceable obligation of the Equity Investor and no event has occurred which, with or without notice, lapse of time or both, would constitute a default on the part of the Equity Investor under the Limited Guaranty. SCHEDULE J January 14, 2021 c/o I Squared Capital Advisors (US) LLC 6▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Dear Sirs/Madams: The undersigned understands that Tidal Power Holdings Limited (“BidCo”), Tidal Power Aggregator, LP (together with Bidco, the “Purchasers”) and Atlantic Power Corporation (the “Company”) wish to enter into an arrangement agreement dated as of the date hereof (the “Arrangement Agreement”) contemplating, among other things, a transaction (the “Transaction”) which, if completed in accordance with the terms of the Arrangement Agreement, will result in, among other things: (A) the acquisition by Bidco of all the outstanding common shares (the “Common Shares”) in the capital of the Company, including the Common Shares issued upon the conversion of the 6.00% Series E Convertible Unsecured Subordinated Debentures of the Company due January 31, 2025 (the “Company Debentures”) in the manner contemplated by the Arrangement Agreement (including the Common Shares issued pursuant to the Make Whole Premium, as defined in the Company Debenture Indenture); (B) the redemption of (i) the 4.85% cumulative redeemable preferred shares, Series 1 in the capital of Atlantic Power Preferred Equity Ltd. (the “AP Preferred Equity Issuer”), (ii) the 7.0% cumulative rate reset preferred shares, Series 2 in the capital of the AP Preferred Equity Issuer and (iii) the cumulative floating rate preferred shares, Series 3 in the capital of the AP Preferred Equity Issuer (each such series of the preferred shares, collectively, the “Preferred Shares”) by the AP Preferred Equity Issuer; and (C) the redemption of the 5.95% medium term notes of Atlantic Power Limited Partnership (“APLP”) due June 23, 2036 (the “APLP MTNs”) by APLP. All capitalized terms used but not otherwise defined herein shall have the respective meaning ascribed to them in the Arrangement Agreement. The undersigned hereby agrees, in his or her capacity as securityholder and not in his or her capacity as an officer or director of the Company, AP...

Limited Guaranty. Concurrently with the execution of the Agreement, the Guarantor has delivered to the Company a duly executed Limited Guaranty. The Limited Guaranty is in full force and effect and is a legal, valid and binding obligation of the Guarantor, subject to the Bankruptcy and Equity 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 its Limited Guaranty.

Limited Guaranty. Concurrently with the execution of this Agreement, the Guarantors have duly executed and delivered the Limited Guaranty to the Company. As of the date hereof, the Limited Guaranty is in full force and effect and is the legal, valid and binding obligation of each Guarantor, enforceable in accordance with its terms, subject to the Bankruptcy and Equity Exception, and has not been amended, withdrawn or rescinded in any respect. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of any Guarantor under the Limited Guaranty.

Limited Guaranty. (a) To induce the Guaranteed Party to enter into the Merger Agreement and the CVR Agreement, the Guarantor, intending to be legally bound, hereby expressly, absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, subject to the terms and conditions hereof: (i) With respect to the Company as the Guaranteed Party: (A) the obligation to promptly fund all amounts payable by Parent and/or Merger Sub pursuant to the terms of the Merger Agreement in connection with consummation of the transactions contemplated thereby (for the avoidance of doubt, such obligations shall include payment of Offer Price, the Merger Consideration, the Company Stock Option Cash Consideration and the Restricted Stock Unit Cash Consideration, without duplication) (collectively, the “Guaranteed Purchase Price Obligation”); and (B) the obligation of Parent and/or Merger Sub to pay monetary damages to the Guaranteed Party in connection with fraud or a Willful Breach by Parent or Merger Sub of the Merger Agreement pursuant to a final non-appealable judgment by a court of competent jurisdiction in accordance with Section 9.02 of the Merger Agreement, together with any Enforcement Costs (collectively, the “Guaranteed Damages Obligation”); provided that the maximum amount of the Guaranteed Purchase Price Obligation plus the Guaranteed Damages Obligation shall not exceed $78,000,000 (the “Maximum Guaranteed Purchase Obligations”); and (ii) With respect to the Representative as the Guaranteed Party: the payment obligations of Parent and Merger Sub and to perform the covenants set forth in the CVR Agreement, including to pay the aggregate CVR Payment Amount (as defined in the CVR Agreement), together with any Enforcement Costs, in each case under and in accordance with the terms, conditions and limitations of the CVR Agreement, subject to, in the case of any such Enforcement Costs payable under the CVR Agreement, the CVR Expense Cap (as defined in the CVR Agreement) (collectively, the “Guaranteed CVR Obligation”, and, together with the Guaranteed Purchase Price Obligation and the Guaranteed Damages Obligation, the “Guaranteed Obligations”), provided that the maximum amount of the Guaranteed CVR Obligation shall not exceed the CVR Proceeds plus all such Enforcement Costs up to the CVR Expense Cap (the “Maximum CVR Obligation” and, together with the Maximum Guaranteed Purchase Obligation, the “Maximum Guaranteed Obligations”). (b) The Guaranteed Purchase Price Obligation shal...

Limited Guaranty. Concurrently with the execution of this Agreement, the Guarantor has delivered to Parent the Limited Guaranty dated as of the date hereof. The Limited Guaranty is in full force and effect and is a valid and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms, except as limited by Laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Authority before which any Action seeking enforcement may be brought (regardless of whether enforcement is sought in a proceeding at law or in equity). As of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, would constitute a default on the part of Guarantor under the Limited Guaranty.

Limited Guaranty. The liability of the Guarantors hereunder shall be limited to the amount of the Obligations due to the Creditor.

Limited Guaranty. To the extent necessary with respect to each Trust, the Guarantor unconditionally and irrevocably agrees to pay to the related Trust the following amounts not otherwise available from funds in the Certificate Accounts pursuant to Subsection 7.4(1): (a) on each Distribution Date, an amount equal to the Certificate Distribution Amount for that Trust on such Distribution Date; and (b) on the Final Distribution Date for that Trust, after giving effect to payments under clause (a) of this Subsection 7.5(1), the full and final payment of any previously unpaid Certificate Principal Balance. After the Guarantor is notified by the Master Servicer, the Trustee or Paying Agent of the insufficiency of funds in the Certificate Accounts to cover all such amounts, the Guarantor will transfer any such amounts to cover the insufficiency to one or more Certificate Accounts or directly to the Paying Agent in immediately available funds on or before the applicable Distribution Date for payment to each related Trust. The Guaranty is limited to the payment of the amounts specified in this Subsection 7.5(1); such payments will be based on Mortgage Loan data reported to the Master Servicer by Direct Servicers in connection with that Distribution Date. Adjustments may be made in subsequent payments as provided in the definitions of Certificate Interest Distribution Amount and Certificate Principal Distribution Amount. In lieu of continuing to make payments of principal and interest with respect to a delinquent Mortgage Loan or a Mortgage Loan that has been modified pursuant to Subsection 5.3(3), the Guarantor may purchase that Mortgage Loan from the Trust if the requirements of Subsection 2.5(3) are satisfied. Upon completing any such purchase at the purchase price specified in Subsection 2.5(4), the Guarantor will be considered to have satisfied its Guaranty obligation with respect to that Mortgage Loan.

Limited Guaranty. 87 Section 11.2

Limited Guaranty. The Trust has been created pursuant to a Pooling and Servicing Agreement (the "Agreement"), dated as of September 1, 1996, between Green Tree Financial Corporation, as Seller and Servicer (the "Company"), and First Trust National Association as Trustee of the Trust (the "Trustee"). This Certificate is one of the Certificates described in the Agreement and is issued pursuant and subject to the Agreement. By acceptance of this Certificate the holder assents to and becomes bound by the Agreement. To the extent not defined herein, all capitalized terms have the meanings assigned to such terms in the Agreement. The Agreement contemplates, subject to its terms, payment on the fifteenth day (or if such day is not a Business Day, the next succeeding Business Day) (the "Payment Date") of each calendar month commencing October 15, 1996, so long as the Agreement has not been terminated, by check (or, if such Certificateholder holds Class HE: B-[1][2] Certificates with an aggregate Percentage Interest of at least 5% of the Class HE: B-[1][2] Certificates and so desires, by wire transfer pursuant to instructions delivered to the Trustee at least 10 days prior to such Payment Date) to the registered Certificateholder at the address appearing on the Certificate Register as of the Business Day immediately preceding such Payment Date, in an amount equal to the Certificateholder's Percentage Interest of the Class HE: B-[1][2] Distribution Amount [(plus the Class HE: B-1 Interest Deficiency Amount, if any)][and any Class HE: B-2 Guaranty Payment] for such Payment Date. Distributions of interest and principal on the Class HE: B-[1][2] Certificates will be made primarily from amounts available in respect of the Home Equity Contracts. The final scheduled Payment Date of this Certificate is September 15, 2027 or the next succeeding Business Day if such September 15 is not a Business Day. The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds in the Certificate Account [and the Class HE: B-2 Limited Guaranty of the Company], to the extent available for distribution to the Certificateholder as provided in the Agreement, for payment hereunder and that the Trustee in its individual capacity is not personally liable to the Certificateholder for any amounts payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement. By acceptance of this Certificate,...