Replacement Guarantors Sample Clauses
The Replacement Guarantors clause defines the conditions under which a new guarantor can be substituted for the original guarantor in a contract. Typically, this clause outlines the process for approval, the qualifications required of the replacement, and any necessary documentation or notifications that must be provided to the other party. For example, if a parent company originally guaranteed a loan but wishes to transfer this responsibility to a subsidiary, the clause would specify how this change can occur. Its core practical function is to provide flexibility in maintaining a valid guarantee while ensuring that the interests of the beneficiary are protected if the original guarantor can no longer fulfill their obligations.
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Replacement Guarantors. On the Commencement Date, the Lease Guarantors executed and delivered to Landlord the Initial Lease Guaranty and the Initial Environmental Indemnity Agreement. Notwithstanding anything to the contrary in this Lease, so long as no Event of Default then exists, Tenant shall have the right from time to time during the Term to replace any Lease Guarantors (“Replaced Guarantors”) with one or more other Persons that satisfy the following conditions (each, a “Replacement Guarantor”): (a) such Persons shall be (i) Affiliates of Tenant or (ii) otherwise constitute permitted Transfer Replacement Guarantors pursuant to Article IX; (b) Landlord shall have received evidence reasonably satisfactory to Landlord that (i) immediately following the effectiveness of such replacement, (A) in the case of any Replacement Guarantors that are Affiliates of Tenant, such Replacement Guarantors (together with any Continuing Guarantors) shall satisfy the Guarantor Financial Covenants and (B) in the case of any Transfer Replacement Guarantors, the Tangible Net Worth of such Transfer Replacement Guarantors and any applicable Continuing Guarantors shall not be less than the Reference Net Worth and (ii) in the case of either of the foregoing subclauses (A) or (B), immediately following the effectiveness of the applicable replacement, such Persons shall (together with any Continuing Guarantors) satisfy the Guarantor Financial Covenants; (c) such Persons shall have executed (in the case of clauses (ii) and (iii) below) and delivered to Landlord (i) an Officer’s Certificate attaching a copy of the Structure Chart then in effect, which shall include the Replacement Guarantor, (ii) a replacement guaranty (a “Replacement Guaranty”), (iii) a replacement environmental indemnity agreement (a “Replacement Environmental Indemnity Agreement”), in each case of clauses (ii) and (iii) above, in the form and substance of the existing Lease Guaranty and Environmental Indemnity Agreement, respectively, together with any revisions thereto as may be reasonably required by Landlord by reason of the applicable Replacement Guarantor’s state of formation or organizational structure, and (iv) if any Replacement Guarantor is not an Affiliate of Tenant, a legal opinion from counsel to such Replacement Guarantor, opining as to the due formation of such Replacement Guarantor, the authority of such Replacement Guarantor to enter into such replacement documents, and the enforceability of such documents against such Re...
Replacement Guarantors. Borrower's Obligations hereunder are guaranteed by the Guarantors pursuant to the Guaranty. Any provision of this Agreement or any other Loan Document to the contrary notwithstanding, in the event of death or incapacity of any Guarantor, no Event of Default shall be deemed to have occurred provided, that (i) management of the Project (including, without limitation, management of the construction of the Project if construction has not been completed) remains satisfactory to Administrative Agent and (ii) a Replacement Guarantor satisfactory to Administrative Agent in its sole discretion executes a Guaranty in substantially the same form as the Guaranty signed by the deceased or incapacitated Guarantor. Bluerock Residential Growth REIT, Inc. shall be deemed an acceptable Replacement Guarantor for part (ii) above as long as it can demonstrate to Administrative Agent’s reasonable satisfaction that its publicly reported liquidity is in excess of $15,000,000.00 and it is not in default under any material agreement, indenture or instrument to which it is a party or by which it is bound.
Replacement Guarantors. If at any time (i) the obligations of any Guarantor under the Guarantee Agreement or the Derivatives Guarantee Agreement shall cease to be in effect, (ii) any Act of Insolvency shall have occurred with respect to any Guarantor or (iii) there shall occur any violation of any provision set forth in Sections 12(c) through 12(j) of the Guarantee Agreement (any of the foregoing events, a “Guarantee Default”), then, within sixty (60) days after the occurrence of any such Guarantee Default, the related Borrower shall have a replacement performance guarantor acceptable to the applicable Lender (a “Performance Guarantor”) assume in writing such obligations under the Guarantee Agreement and the Derivatives Guarantee Agreement as the Administrative Agent deems necessary to correct such Guarantee Default.