Release of Guarantee; Substitution Sample Clauses

Release of Guarantee; Substitution. In the event that (a) Guarantor disposes of all of his, her or its OP Units [or otherwise desires to be released from this Guarantee], at a time when there is not a default with respect to any payment due under the Note and the ratio of the outstanding balance of the Guaranteed Obligations to the appraised value of the Properties is not greater than 80% (the “Ratio Test”) or (b) a Guarantor dies, then, upon request by such Guarantor (or his or her estate), such Guarantor (or estate) shall be released from all liability hereunder (and his, her or its Guaranteed Obligation shall be reduced to zero). Notwithstanding the foregoing, the occurrence of an event described in clause (a) or (b) above shall not release a Guarantor (or its estate) from any payment obligation it incurred prior to the occurrence of such event. Guarantor (or its estate) may, at its option, elect to substitute another person who is related to the Guarantor (or its estate) (within the meaning of Treasury Regulation section 1.752- 4(b)) to serve as Guarantor hereunder, provided that such person has a net worth at the time of such substitution of not less than the net worth of the existing Guarantor hereunder at the time of such substitution and there is no default under the Loan Documents with respect to any payment due at the time of such substitution. In the event of such substitution, the existing Guarantor hereunder shall be released from all liability upon delivery to Lender of a guarantee in the form of this Guarantee executed by such substituted person.
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Release of Guarantee; Substitution. In the event (a) a Protected Partner disposes of all of his, her or its entire direct or indirect interest in the Partnership, or otherwise desires to be released from this Agreement, at a time when the Loan is not in default or (b) a Protected Partner dies, then, upon request by such Protected Partner (or his or her estate), such Protected Partner (or his or her estate) shall be released from all liability hereunder (and his, her or its obligations under this Agreement shall be reduced to zero). Notwithstanding the foregoing, the occurrence of an event described in clause (a) or (b) above shall not release a Protected Partner (or its estate) from any payment obligation it incurred prior to the occurrence of such event. A Protected Partner (or his or her estate) may, at his, her or its option, elect to substitute another person who is related to the Protected Partner (or his her or its estate) (within the meaning of Treasury Regulation § 1.752-4(b)) to serve as a Protected Partner hereunder, provided that such person has a net worth at the time of such substitution of not less than the net worth of the existing Protected Partner hereunder at the time of such substitution and there is no default under the Loan at the time of such substitution. In the event of such substitution, the existing Protected Partner hereunder shall be released from all liability upon delivery to Lender of an agreement in the form of this Agreement executed by such substituted person.
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Related to Release of Guarantee; Substitution

  • Release of Guarantee The Note Guarantees hereunder may be released in accordance with Section 10.2 of the Indenture.

  • Release of Guaranties WCI shall use reasonable efforts to obtain the termination and release promptly after the Closing Date of the personal guaranties of the Shareholders listed on Schedule 9.2, all of which relate to indebtedness of each Seller included in the Financial Statements as of the Balance Sheet Date or WCI and Buyer shall indemnify the Shareholders and hold them harmless from and against all losses, expenses or claims by third parties to enforce or collect indebtedness owed by each Seller as of the Closing Date which is personally guaranteed by the Shareholders pursuant to such guaranties. The Shareholders may notify the obligees under such guaranties that they have terminated their obligations under such guaranties. The Shareholders shall cooperate with WCI in obtaining such releases.

  • Release of Guaranty The Note Guaranty of a Guarantor will terminate upon

  • Release of Guarantees A Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Issuer or the Trustee is required for the release of such Guarantor’s Guarantee, upon:

  • Release of Guarantor A Guarantor shall be released from all of its obligations under its Guarantee if:

  • Limitation of Guarantee The obligations of each Guarantor will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under the Guarantee not constituting a fraudulent conveyance or fraudulent transfer under Federal or state law. Each Guarantor that makes a payment or distribution under a Guarantee shall be entitled to a contribution from each other Guarantor in a pro rata amount based on the Adjusted Net Assets of each Guarantor.

  • Limitation of Guaranty Any term or provision of this Guaranty or any other Loan Document to the contrary notwithstanding, the maximum aggregate amount for which any Guarantor shall be liable hereunder shall not exceed the maximum amount for which such Guarantor can be liable without rendering this Guaranty or any other Loan Document, as it relates to such Guarantor, subject to avoidance under applicable Requirements of Law relating to fraudulent conveyance or fraudulent transfer (including the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act and Section 548 of title 11 of the United States Code or any applicable provisions of comparable Requirements of Law) (collectively, “Fraudulent Transfer Laws”). Any analysis of the provisions of this Guaranty for purposes of Fraudulent Transfer Laws shall take into account the right of contribution established in Section 2.3 and, for purposes of such analysis, give effect to any discharge of intercompany debt as a result of any payment made under the Guaranty.

  • Confirmation of Guarantee The Guarantor hereby confirms and agrees that (i) the Guarantee is and shall continue to be in full force and effect and is otherwise hereby ratified and confirmed in all respects; and (ii) the Guarantee is and shall continue to be an unconditional and irrevocable guarantee of all of the Obligations (as defined in the Guarantee).

  • Scope of Guarantee 1. The financial claims under this contract ("the secured claims") refers to all debts provided by the creditor to the debtor, including but not limited to the principal debt, interest (including default interest, compound interest), breach of contract , damages , expenses of claims.

  • Execution of Guarantee To further evidence the Guarantee to the Holders, the Guarantor hereby agrees to execute a Guarantee substantially in the form of Exhibit A hereto, to be endorsed on and made a part of each Security ordered to be authenticated and delivered by the Trustee. The Guarantor hereby agrees that its Guarantee set forth in Section 2.01 shall remain in full force and effect notwithstanding any failure to endorse on each Security a Guarantee. Each such Guarantee shall be signed on behalf of the Guarantor by its Chairman of the Board, its President or one of its Vice Presidents prior to the authentication of the Security on which it is endorsed, and the delivery of such Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of such Guarantee on behalf of the Guarantor. Such signature upon the Guarantee may be a manual or facsimile signature of such officer and may be imprinted or otherwise reproduced on the Guarantee, and in case such officer who shall have signed the Guarantee shall cease to be such officer before the Security on which Guarantee is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the Company, the Security nevertheless may be authenticated and delivered or disposed of as though the Person who signed the Guarantee had not ceased to be such officer of the Guarantor.

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