Midway - Guaranty. This instrument and the rights and obligations evidenced hereby are and shall at all times be and remain subordinated in right of payment to the extent and in the manner set forth in that certain Subordination Agreement, dated as of April 17, 2015, by and among Commonwealth Bank of Australia, Xxxx Capital Partners, LP, Midway Gold Corp., MDW Pan LLP and certain other parties, as amended, to the prior payment in full in cash of all Senior Debt (as defined therein).
Midway - Guaranty. Other Interpretative Provisions The rules of interpretation set forth in the Credit Agreement shall be incorporated into this Agreement, mutatis mutandis, as if set forth in full in this Section 1.02.
Midway - Guaranty. (s) Each Guarantor hereby consents to the assignment and pledge by the Borrower to the Collateral Agent for the benefit of the Secured Parties of each Material Project Agreement to which such Guarantor is a party.
Midway - Guaranty. Indebtedness under this Agreement or otherwise under the Loan Documents or under the Senior Loan Documents;
Midway - Guaranty. (ix) the occurrence of any event which could reasonably be likely to delay (A) the Mechanical Completion Date from occurring on or prior to the Anticipated Mechanical Completion Date or the Mechanical Completion Longstop Date or (B) the Economic Completion Date from occurring on or prior to the Anticipated Economic Completion Date or the Economic Completion Longstop Date;
(x) of any other matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including (A) breach or non‑performance of, or any default under, a Contractual Obligation of any Loan Party, and (B) any dispute, litigation, investigation, proceeding or suspension between any Loan Party and any Governmental Authority (including with respect to any Taxes imposed by any such Government Authority);
(xi) the occurrence of any event of Force Majeure;
(xii) the occurrence of any unscheduled stoppage or disruption to construction, operation or maintenance of the Project occurring for a period exceeding three (3) days;
(xiii) the occurrence of any Change of Control or change in the corporate structure of any Loan Party;
(xiv) any change in the Responsible Officers or other senior management of the Borrower or the Sponsor;
(xv) any material notification or other communication in respect of any claim, application, proceeding or other action challenging, amending or otherwise potentially adversely affecting the validity, duration, quantity, exercise, use or any other term or condition of any Mining Concession or Project Approval;
(xvi) any material non‑compliance with the Environmental Management Plan, any Equator Principles Action Plan, any Environmental Law, any Environmental Permit or any condition of any Environmental Permit; and
(xvii) any other development, event or circumstance in the construction or operation of the Project which could reasonably be expected to materially and adversely affect (A) the security interests granted or purported to be granted by or pursuant to the Collateral Documents, taken as a whole, (B) the ability of the Borrower to repay its Secured Obligations when due, (C) the total capital cost of the Project or the performance or operations of the Project or (D) the Borrower’s rights in the Project, taken as a whole.
ARTICLE VIII MISCELLANEOUS Termination and Survival -00- Xxxxxx - Xxxxxxxx
(a) Subject to Section 2.03(b) and Section 8.01(b), this Agreement shall terminate with no other action or notice (i) with respect to the Initial Guara...
Midway - Guaranty. Borrower now or hereafter existing under or in respect of the Credit Agreement, the Secured Hedge Agreements and the other Loan Documents (the “Guaranteed Documents”) (including any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Secured Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including fees and expenses of counsel in accordance with Section 8.03) incurred by the Administrative Agent or any other Secured Party in enforcing any rights under this Agreement or any other Guaranteed Document in accordance with Section 8.03. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to any Secured Party under or in respect of the Guaranteed Documents but for the fact that they are unenforceable or not allowable due to the existence of any Insolvency Proceeding involving the Borrower.
Midway - Guaranty. This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time payment or any part thereof of the Guaranteed Obligations is rescinded, held to constitute a preference under applicable Debtor Relief Laws or must otherwise be restored, refunded or returned by any Secured Party upon any Insolvency Proceeding with respect to any Loan Party, all as though such payments had not been made.
Midway - Guaranty. Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Guaranteed Documents and that the waivers set forth in Section 2.02 and this Section 2.04 are knowingly made in contemplation of such benefits.
Midway - Guaranty. After the occurrence and during the continuance of any Event of Default (including the commencement and continuation of any proceeding under any Debtor Relief Law relating to any other Loan Party), however, unless the Secured Parties (acting through the Administrative Agent) otherwise agree in writing, no Guarantor shall demand, accept or take any action to collect any payment on account of the Guarantor Subordinated Obligations other than as permitted pursuant to the definition of “Restricted Payment” and Articles XI and XIV of the Credit Agreement.
Midway - Guaranty or its Affiliates, acting or benefiting in any capacity in connection with the Loans (A) conducts any business or engages in making or receiving any contribution of goods, services or money to or for the benefit of any Prohibited Person, (B) deals in, or otherwise engages in any transaction related to, any property or interests in property blocked pursuant to any Anti‑Terrorism Law or (C) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti‑Terrorism Law.
