Receivables Guaranty Sample Clauses

Receivables Guaranty. 5 Release............................................................... 5 Rules ................................................................ 5 Schedules............................................................. 5 SEC ................................................................ 5
Sample 1
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Receivables Guaranty. 39 Release................................................................... 25
Sample 1
Receivables Guaranty. In the event that any account receivable shown on the Final Working Capital Statement has not been collected in full by the nine-month anniversary of the Closing, Seller agrees, within five business days of notice from Purchaser to Seller given at any time thereafter, to purchase such account receivable from Purchaser at its face amount less any reserve applied against the receivable on the Final Working Capital Statement. All accounts receivable purchased by Seller (each, a “Seller Receivable”) shall continue to be collected by Purchaser in the ordinary course and consistent with procedures employed in Seller’s recent historical practice. In the event Purchaser receives funds, not designated as being in payment of a specific account receivable, from a customer that is an account debtor with respect to both Seller Receivables and accounts receivable that continue to be owned by Purchaser, such funds shall be allocated to the oldest balance (excluding any balance that is in dispute with the account debtor). Subject to compliance with the preceding sentence, Purchaser shall have no liability to Seller for the collection of any Seller Receivable.
Sample 1
Receivables Guaranty. In the event that any account receivable or unbilled receivable reflected on the Final Working Capital Statement has not been collected in full through the commercially reasonable efforts of Purchaser (which need not include the institution of any legal proceedings) by the six-month [***] Confidential treatment requested. Omitted portions have been filed separately with the Securities and Exchange Commission. anniversary of the Closing, Seller agrees, within five business days of notice from Purchaser to Seller given at any time thereafter, to purchase such account receivable or unbilled receivable from Purchaser at its face amount. Purchaser shall not, during such six-month period, compromise or settle the liability of an account debtor with respect to a receivable shown on the Final Working Capital Statement without the consent of Seller, such consent not to be unreasonably withheld. All accounts receivable and unbilled receivables purchased by Seller (each, a “Seller Receivable”) shall continue to be billed and collected by Purchaser in the ordinary course and consistent with procedures employed in Seller’s recent historical practice. In the event Purchaser receives funds, not designated as being in payment of a specific account receivable, from a customer that is an account debtor with respect to both Seller Receivables and accounts receivable that continue to be owned by Purchaser, such funds shall be allocated to the oldest balance (excluding any balance that is in dispute with the account debtor). Subject to compliance with the preceding sentence, Purchaser shall have no liability to Seller for the collection of any Seller Receivable.
Sample 1
Receivables Guaranty. C"..............................
Sample 1
Receivables Guaranty. At the Closing, the Company and the Principal Shareholders shall execute and deliver to Purchaser a Guaranty in the form attached as Exhibit D hereto (the “Receivables Guaranty”), under the terms of which the Company and the Principal Shareholders shall, jointly and severally, unconditionally guarantee that all indebtedness represented by the Accounts Receivable will be paid by the respective debtors to Purchaser. In the event all such net indebtedness is paid after the Closing Date, Purchaser shall promptly notify the Company of such payment (but no later than ten (10) Business Days after such payment), and in such event the Company shall be entitled to receive from the Escrow Account an amount equal to the Receivables Escrow Amount, and Purchaser and the Company shall promptly execute and deliver a joint instruction letter to the Escrow Agent to such effect. In the event such net indebtedness is not paid within 180 days after the Closing Date, Purchaser shall promptly notify the Company of such non-payment (the “Guaranty Notice”), in which event (a) Purchaser shall be entitled to receive from the Escrow Account a portion of the Escrow Amount equal to the difference between such net indebtedness and the amount collected in respect of such Accounts Receivable (the “AR Shortfall Amount”), (b) the Company shall be entitled to receive from the Escrow Account an amount equal to the amount, if any, by which the Receivables Escrow Amount exceeds the AR Shortfall Amount, and (c) Purchaser and the Company shall promptly execute and deliver a joint instruction letter to the Escrow Agent to such effect, whereupon Purchaser shall promptly assign or cause to be assigned to the Company or the Principal Shareholders all rights, claims, actions or causes of action which Purchaser may have relating to such unpaid indebtedness. In the event that the Guaranty Notice is not sent to the Company within 210 days following the Closing Date, Purchaser shall be deemed to have collected all indebtedness represented by the Accounts Receivable and the Company and the Principal Shareholders shall be released from any obligation with respect to the Receivables Guaranty, and in such event the Company shall be entitled to receive from the Escrow Account an amount equal to the Receivables Escrow Amount, and Purchaser and the Company shall promptly execute and deliver a joint instruction letter to the Escrow Agent to such effect. For the avoidance of doubt, Purchaser shall not be obligated...
Sample 1

Related to Receivables Guaranty

  • Subsidiaries Guaranty At any time after the execution and delivery thereof, the Subsidiaries Guaranty or any provision thereof shall cease to be in full force or effect as to any Subsidiary Guarantor, or any Subsidiary Guarantor or any Person acting by or on behalf of such Subsidiary Guarantor shall deny or disaffirm such Subsidiary Guarantor's obligations under the Subsidiaries Guaranty or any Subsidiary Guarantor shall default in the due performance or observance of any term, covenant or agreement on its part to be performed or observed pursuant to the Subsidiaries Guaranty; or

  • Subsidiary Guaranty (a) The payment by the Company of all amounts due with respect to the Notes and the performance by the Company of its obligations under this Agreement will be absolutely and unconditionally guaranteed by the Subsidiary Guarantors pursuant to the Guaranty Agreement dated as of the Closing Date, which shall be substantially in the form of Exhibit 2.2 attached hereto, and otherwise in accordance with the provisions of Section 9.7 hereof (the “Subsidiary Guaranty”).

  • Guaranty Each Guarantor hereby absolutely and unconditionally, jointly and severally guarantees, as primary obligor and as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all Secured Obligations (for each Guarantor, subject to the proviso in this sentence, its “Guaranteed Obligations”); provided that (a) the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor and (b) the liability of each Guarantor individually with respect to this Guaranty shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code of the United States or any comparable provisions of any applicable state law. Without limiting the generality of the foregoing, the Guaranteed Obligations shall include any such indebtedness, obligations, and liabilities, or portion thereof, which may be or hereafter become unenforceable or compromised or shall be an allowed or disallowed claim under any proceeding or case commenced by or against any debtor under any Debtor Relief Laws. The Administrative Agent’s books and records showing the amount of the Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon each Guarantor, and conclusive for the purpose of establishing the amount of the Secured Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Secured Obligations or any instrument or agreement evidencing any Secured Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Secured Obligations which might otherwise constitute a defense to the obligations of the Guarantors, or any of them, under this Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing.

  • Subordination of Guarantee The guarantee and other liabilities and obligations of the Depositor under this Agreement shall constitute unsecured obligations of the Depositor and shall rank subordinate and junior in right of payment to all Senior Indebtedness (as defined in the Indenture) of the Depositor to the extent and in the manner set forth in the Indenture with respect to the Debentures, and the provisions of Article XIII of the Indenture will apply, mutatis mutandis, to the obligations of the Depositor hereunder. The obligations of the Depositor hereunder do not constitute Senior Indebtedness (as defined in the Indenture) of the Depositor.

  • Cross-Guaranty Each Borrower hereby agrees that such Borrower is jointly and severally liable for, and hereby absolutely and unconditionally guarantees to Agent and Lenders and their respective successors and assigns, the full and prompt payment (whether at stated maturity, by acceleration or otherwise) and performance of, all Obligations owed or hereafter owing to Agent and Lenders by each other Borrower. Each Borrower agrees that its guaranty obligation hereunder is a continuing guaranty of payment and performance and not of collection, that its obligations under this Section 12 shall not be discharged until payment and performance, in full, of the Obligations has occurred, and that its obligations under this Section 12 shall be absolute and unconditional, irrespective of, and unaffected by,

  • Holdings Guaranty 261 14.01 The Guaranty............................................................................ 261 14.02 Bankruptcy.............................................................................. 261 14.03

  • Guaranty Agreement FOR VALUE RECEIVED, the receipt and sufficiency of which is hereby acknowledged, and in consideration of the agreement of Xxxxxxxx Development Company, LLC, (the "Developer") to permit deferral of the $246,884 due from Desloge Associates I, L.P. a Missouri limited partnership ("Debtor") to the Developer, the undersigned Guarantor(s), hereby unconditionally guaranty the full and prompt payment when due, whether by acceleration or otherwise of that certain Developer Fee from Debtor to the Developer, evidenced by the Development Services Agreement dated October 1, 1998 incorporated herein by this reference. The foregoing described debt is referred to hereinafter as the "Liabilities" or "Liability." The undersigned further agree to pay all expenses paid or incurred by the Developer in endeavoring to collect the Liabilities, or any part thereof, and in enforcing the Liabilities or this Guaranty Agreement (including reasonable attorneys' fees if collected or enforced by law or through an attorney-at-law). The undersigned hereby represent and warrant that the extension of credit or other financial accommodations by the Developer to Debtor will be to the interest and advantage of the undersigned, and acknowledge that this Guaranty Agreement is a substantial inducement to the Developer to extend credit to Debtor and that the Developer would not otherwise extend credit to Debtor. The Developer may, from time to time, without notice to or consent of the undersigned, (a) retain or obtain a security interest in any property to secure any of the Liabilities or any obligation hereunder, (b) retain or obtain the primary or secondary liability of any party or parties, in addition to the undersigned, with respect to any of the Liabilities, (c) extend or renew for any period (whether or not longer than the original period) or alter any of the Liabilities, (d) release or compromise any Liability of the undersigned hereunder or any Liability of any other party or parties primarily or secondarily liable on any of the Liabilities, (e) release, compromise or subordinate its title or security interest, or any part thereof, if any, in all or any property now or hereafter securing any of the Liabilities or any obligation hereunder, and permit any substitution or exchange for any such property, and (f) resort to the undersigned for payment of any of the Liabilities, whether or not the Developer shall have resorted to any property securing any of the Liabilities or any obligation hereunder or shall have preceded against any other party primarily or secondarily liable on any of the Liabilities. The undersigned hereby expressly waive: (a) notice of the existence or creation of all or any of the Liabilities, (b) notice of any amendment or modification of any of the instruments or documents evidencing or securing the Liabilities, (c) presentment, demand, notice of dishonor and protest, (d) all diligence in collection or protection of or realization upon the Liabilities or any thereof, any obligation hereunder, or any security for any of the foregoing, and (e) the right to require the Developer to proceed against Debtor on any of the Liabilities. In the event any payment of Debtor to the Developer is held to constitute a preference under the bankruptcy laws, or if for any other reason the Developer is required to refund such payment or pay the amount thereof to any other party, such payment by Debtor to the Developer shall not constitute a release of Guarantor from any Liability hereunder, but Guarantor agrees to pay such amount to the Developer upon demand and this Guaranty shall continue to be effective or shall be reinstated, as the case may be, to the extent of any such payment or payments. No delay or failure on the part of the Developer in the exercise of any right or remedy shall operate as a waiver thereof, and no single or partial exercise by the Developer of any right or remedy shall preclude other or future exercise thereof or the exercise of any other right or remedy. No action of the Developer permitted hereunder shall in any way impair or affect this Guaranty Agreement. For the purpose of this Guaranty Agreement, the Liabilities of Debtor to the Developer are guaranteed notwithstanding any right or power of Debtor or anyone else to assert any claim or defense as to the invalidity or unenforceability of any such obligation, and no such claim or defense shall impair or affect the obligations of the undersigned hereunder. Payment by the Guarantor under this Guaranty Agreement shall be recorded as a cost overrun and not repayable. It shall be a payment from the Guarantor to Debtor and, subsequently, as a payment of the Development Fee from Debtor to Developer. This Guaranty Agreement shall be binding upon the undersigned, and upon the legal representatives, heirs, successors and assigns of the undersigned. This Guaranty Agreement has been made and delivered in the state of Missouri and shall be construed and governed under Missouri law. Whenever possible, each provision of the Guaranty Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Guaranty Agreement shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition of invalidity, without invalidating the remainder of such provision or the remaining provisions of this Guaranty Agreement. No person not a Party to this Agreement is an intended beneficiary of this Agreement, and no person not a Party to this Agreement shall have any right to enforce any term of this Agreement. Whenever the singular or plural number, masculine or feminine or neuter is used herein, it shall equally include the other where applicable. In the event this Guaranty Agreement is executed by more than one guarantor, this Guaranty Agreement and the obligations hereunder are the joint and several obligation of the undersigned. Guarantor consents to the jurisdiction of the courts in the State of Missouri and/or to the jurisdiction and venue of any United States District Court in the State of Missouri having jurisdiction over any action or judicial proceeding brought to enforce, construe or interpret this Guaranty. Guarantor agrees to stipulate in any such proceeding that this Guaranty is to be considered for all purposes to have been executed and delivered within the geographical boundaries of the State of Missouri, even if it was, in fact, executed and delivered elsewhere.

  • Credit Agreement; Guarantee and Collateral Agreement The Administrative Agent shall have received (i) this Agreement, executed and delivered by the Administrative Agent, Holdings, the Borrower and each Person listed on Schedule 1.1A and (ii) the Guarantee and Collateral Agreement, executed and delivered by Holdings, the Borrower and each Subsidiary Guarantor.

  • Guarantee Agreement By executing and delivering this Assumption Agreement, the Successor Guarantor, as provided in Section 3.12 of the Guarantee Agreement, hereby becomes a party to the Guarantee Agreement as a Guarantor thereunder with the same force and effect as if originally named therein as a Guarantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Guarantor thereunder.

  • Subsidiary Guaranties SECTION 11.01.

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