Limited Guaranty Sample Clauses
Limited Guaranty. Trinity hereby irrevocably and unconditionally guarantees for the benefit of each of the Owner Participant, the Owner Trustee, Trust Company, the Indenture Trustee, the Pass Through Trustee and the Policy Provider (each, together with their respective permitted successors and assigns, a "Guaranty Party") the full and punctual payment of all amounts payable by the Lessee under Sections 7.1 and 7.2 of this Agreement (all such obligations being hereinafter referred to as the "Guaranteed Obligations"). Upon failure by the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreements. All payments by Trinity under this guaranty shall be made on the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance of the Guaranteed Obligations by Trinity hereunder, or at any time thereafter, that any Person: (a) file suit or proceed to obtain or assert a claim for personal judgment against Lessee or any other Person that may be liable for any Guaranteed Obligation; (b) make any other effort to obtain payment or performance of any Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled in connection with any Guaranteed Obligation or any security or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable for any Guaranteed Obligation.
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. Concurrently with the execution of this Agreement, the Guarantor has delivered to the Company its duly executed Limited Guaranty. The Limited Guaranty is in full force and effect and constitutes a legal, valid and binding obligation of the Guarantor, enforceable against it in accordance with its terms, subject to the Enforceability Limitations. No event has occurred that, with notice or lapse of time or both, would, or would reasonably be expected to, constitute a default on the part of the Guarantor pursuant to the Limited Guaranty.
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,...
Limited Guaranty. (a) To induce the Guaranteed Party to enter into an Agreement and Plan of Merger, dated as of the date of this Limited Guaranty (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Halogen Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), Halogen Mergersub Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Merger Sub”), and the Guaranteed Party, pursuant to which Merger Sub will merge with and into the Guaranteed Party, with the Guaranteed Party surviving the merger as a wholly owned subsidiary of Parent, the Guarantor, intending to be legally bound, hereby absolutely, unconditionally and irrevocably guarantees to the Guaranteed Party, on the terms and subject to the conditions herein, the due and punctual performance and discharge of 27% (the “Guaranteed Percentage”) of (A) the payment obligations of Parent to the Guaranteed Party under Section 8.3(b) of the Merger Agreement as and when due (the “Parent Fee Obligations”) and (B) the expense reimbursement obligations of Parent to the Guaranteed Party under Sections 6.9(e), 8.3(c) and 8.3(e) of the Merger Agreement as and when due (the “Expense Obligations” and together with the Parent Fee Obligations, the “Guaranteed Obligations”). In no event shall the Guarantor’s aggregate liability under this Limited Guaranty (exclusive of reimbursement of expenses, if applicable, pursuant to Section 1(c) hereof) exceed the Guaranteed Percentage of an aggregate amount equal to (x) $6,500,000 plus (y) any Expense Obligations minus (z) any Expense Obligations actually paid by Parent or Merger Sub to the Guaranteed Party (such limitation on the aggregate liability of the Guarantor for its Guaranteed Obligations being herein referred to as the Guarantor’s “Cap”), it being understood that this Limited Guaranty may not be enforced against the Guarantor without giving effect to the Guarantor’s Cap (and to the provisions of Sections 10 (Continuing Guaranty) and 11 (No Recourse) hereof). The guarantee by the Guarantor of the Guaranteed Obligations under this Limited Guaranty may be enforced for the payment of money only. All payments hereunder shall be made in lawful money of the United States, in immediately available funds. The Guarantor shall make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any ki...
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. Concurrently with the execution of this Agreement, Parent has delivered to the Company the guaranty of Sponsor, dated as of the date of this Agreement, in favor of the Company in respect of certain obligations of Parent and Acquisition Sub under this Agreement, up to the aggregate amount set forth therein (the “Limited Guaranty”). The Limited Guaranty is in full force and effect and is a legal, valid and binding obligation of the Sponsor, enforceable against the Sponsor in accordance with its terms. There has been no default under the Limited Guaranty by the Sponsor, and no event has occurred that, with or without notice, lapse of time or both, would constitute a default thereunder by the Sponsor.
Limited Guaranty. To induce the Company to enter into the Merger Agreement, the Guarantor, intending to be legally bound, hereby guarantees to the Company, on the terms and subject to the conditions set forth herein, the payment by Parent of (a) the Parent Fee and (b) the reimbursement and indemnification obligations owing to the Company under Section 4.14(d) and Section 6.5(d) of the Merger Agreement (the “Guaranteed Obligations”); provided, however, that in no event shall the aggregate liability of the Guarantor under this Limited Guaranty exceed $8,476,812 (the “Cap”), it being understood and agreed that this Limited Guaranty may not be enforced against the Guarantor without giving full effect to the Cap and the provisions of Section 3 and Section 6. The Company hereby agrees that the Guarantor shall in no event be required to pay to any Person or Persons in the aggregate more than the Cap under, or in respect of, or in connection with this Limited Guaranty or the Merger Agreement, and the Guarantor shall have no obligation or liability to any Person under this Limited Guaranty or the Merger Agreement other than as expressly set forth herein. Notwithstanding anything to the contrary contained in this Limited Guaranty, the Company hereby agrees that to the extent Parent 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 the Merger Agreement or pursuant to any other agreement with the Company, the Guarantor shall similarly be relieved, to such extent, of its obligations under this Limited Guaranty.