Replacement Guaranty. If at any time another Person who is a Qualifying Guarantor delivers to Landlord a guaranty with respect to the Guaranteed Obligations first accruing from and after the date of such guaranty, and otherwise in substantially the same form as this Agreement (a “Replacement Guaranty”), then the Guarantor hereunder shall automatically be released from any obligations under this Agreement if and to the extent they are Guaranteed Obligations under such Replacement Guaranty or otherwise first arise or accrue after the date of such Replacement Guaranty (it being understood that in no circumstance will the replaced guarantor be deemed liable for any obligations that first arise or accrue under the Restated Lease from and after the date of the Replacement Guaranty).
Replacement Guaranty. Borrower shall have a one-time right during the term of the Loan, upon at least thirty (30) days’ prior written notice to Lender, to cause a Replacement Guarantor to execute and deliver to Lender a replacement guaranty substantially in the form of the Guaranty (and including the same financial covenants) (a “Replacement Guaranty”), and upon execution and delivery of such Replacement Guaranty from such Replacement Guarantor and delivery of opinions, organizational documents, amendments to the Loan Documents and other customary deliveries as Lender may reasonably require, each in form and substance reasonably acceptable to Lender, the initial Guarantor shall be released from any liability under the Guaranty arising from acts or omissions first occurring after the date of delivery of the Replacement Guaranty (it being agreed that the initial Guarantor and Replacement Guarantor shall be jointly and severally liable for any liability arising from acts or omissions occurring prior to the date of delivery of the Replacement Guaranty).
Replacement Guaranty. The Sellers set forth on Schedule 7.10 are guarantors under the leases described in Schedule 7.10. Buyer shall execute and deliver to the applicable landlords described in Schedule 7.10, on or prior to the Closing Date, replacement guaranties as required by the landlords, and request that such landlords release Sellers from their guarantees prior to Closing. Buyer will indemnify and hold harmless the Sellers set forth on Schedule 7.10 from and against any and all Losses incurred or sustained by, or imposed upon the Sellers arising out of a claim by such landlords against Sellers under their guaranties at any time after the Closing Date or as a result of Buyer’s failure to deliver the replacement guaranties to the landlords.
Replacement Guaranty. At any time during the term of the Loan, Borrower shall have the right to cause a Replacement Guarantor to execute and deliver a replacement guaranty (a “Guarantor Replacement”) in the form of the Guaranty, pursuant to which the Replacement Guarantor shall assume all of the obligations and liabilities of Guarantor under the Guaranty from and after the date of such agreement (as may be modified to reflect that such Replacement Guarantor will have liability under the Guaranty from and after the date of the related Replacement Guaranty (defined below)) or otherwise in form and substance acceptable to Lender (a “Replacement Guaranty”), provided that (a) no Default or Event of Default has occurred and is then continuing, (b) Borrower has provided to Lender not less than thirty (30) days’ prior written notice of Borrower’s request to execute a Guarantor Replacement, which notice shall include (i) certified financial statements of each Replacement Guarantor for the most recent calendar or fiscal year-end, (ii) organizational documents for each Replacement Guarantor, (iii) an organizational chart for each Replacement Guarantor, indicating each person or entity with a collective equity interest (whether direct or indirect) in Borrower equal to or exceeding ten percent (10%), and (iv) such other documents as Lender or its counsel may reasonably request, (c) Replacement Guarantor shall furnish to Lender all documents evidencing Replacement Guarantor’s organization and good standing, and the qualification of the signers to execute the Replacement Guaranty, which documents shall include certified copies of all documents relating to the organization and formation of Replacement Guarantor, (d) Borrower shall deliver to Lender a reaffirmation signed by Borrower, reaffirming each of the representations, warranties and covenants of Borrower pursuant to the Loan Documents, (e) Borrower shall deliver to Lender a certificate of a Responsible Officer of Borrower certifying that each of the representations and warranties set forth in Section 6 of this Agreement are true and correct as of the date of such Guarantor Replacement, (f) Replacement Guarantor shall furnish to Lender a bankruptcy non-consolidation opinion and such other opinions of counsel reasonably satisfactory to Lender with respect to (i) that the substitution of the Replacement Guarantor and the execution of the Replacement Guaranty has been duly authorized, executed and delivered, that the Replacement Guaranty is ...
Replacement Guaranty. Buyer shall deliver the Replacement Guaranty signed by Nevada Gold Casinos, Inc. in the form attached as Exhibit “FF,” if required by the City of Vicksburg.
Replacement Guaranty. This Guaranty is executed in replacement of and supersedes the Continuing Guaranty Agreement dated as of January 5, 1998, if any, executed in favor of Bank by Guarantor.
Replacement Guaranty. Seller’s guaranty of the Master Agreement in the form attached as Exhibit “FF” to this Agreement.
Replacement Guaranty. This Guaranty is issued in substitution and replacement for the Original Guaranty and, upon the execution and delivery of this Guaranty by the Guarantors, this Guaranty shall supersede all provisions of the Original Guaranty as of such date. The Guarantors hereby agree that, notwithstanding the execution and delivery of this Guaranty, the obligations of the Guarantors created and provided for under the Original Guaranty continue in effect under and pursuant to the terms of this Guaranty for the benefit of all of the Guaranteed Indebtedness referred to herein.
Replacement Guaranty. As an inducement to the Mayor and Aldermen of the City of Vicksburg, Mississippi to consent to Assignment of the Amended and Restated Master Agreement of Purchase and Sale between the City and Columbia Properties Vicksburg, LLC, as amended (“Agreement”) to Nevada Gold Casinos, Inc. (“NG”), the undersigned hereby unconditionally guarantees that all of NG’s obligations under the Agreement, including any amendment thereto whenever made, will be punctually paid and performed. Upon default by NG, the undersigned will immediately make each payment and perform each obligation required of NG under the Agreement, without the City having to first proceed against NG. The guarantor hereby irrevocably submits to the exclusive jurisdiction of the courts of the state of Mississippi in respect to any legal proceedings in connection with this Guaranty. This Guaranty shall be governed by the laws of the State of Mississippi. Should any one or more provisions of this Guaranty be determined to be illegal or unenforceable, all other provisions shall, to the maximum extent possible, remain effective.
Replacement Guaranty. Purchasers shall use its best efforts to either replace DSPG by August 31, 1995 as the guarantor under the Guaranty (the "Guaranty"), dated November 3, 1994, issued by DSPG to the lessor (the "Lessor") under the Lease, dated November 3, 1994, between Lessor and Xxxx Ltd, as lessee, for the property located at Mivtza Kadesh 0, Xxxxx Xxxxxx, 54100, Israel, or to obtain a satisfactory replacement (collectively, the "Replacement Guaranty").
