Satisfaction of Guarantees Sample Clauses

Satisfaction of Guarantees. On or promptly following the execution of this Agreement, Company will procure the termination of the following Agreements related to Company’s loan from Israel Discount Bank of New York (“IDB”): Guaranty Agreement from Kind Chin Associates LLC dated June 2, 2009, Support Agreement from Xxxx Xxxxx dated June 2, 2009, and Guaranty Agreement (Validity) from Xxxx Xxxxx dated June 2, 2009. The Parties acknowledge and agree that the Guaranty Agreement (Limited) from Xxxx Xxxxx dated June 2, 2009 was released by IDB on or about March 1, 2011. In this regard, Company agrees to advance funds to CRB to pay off in full on or before the execution of this Agreement, Company’s obligations to Israel Discount Bank under the above referenced loan, with an approximate remaining balance of $4,000,000. In the event, for any reason, any of the guaranty or support agreements referenced above, or any replacements or amendments thereof are not fully released and terminated by the execution of this Agreement, the Company hereby agrees to indemnify, defend and hold harmless the Executive and his heirs, successors and assigns from and against any claims made by Israel Discount Bank or its assigns under any of such guaranty or support agreements referenced above or any replacements or amendments thereof. In the event such guaranty or support agreements are not terminated and released in full within 30 days following the Separation Date, the Company will terminate its loan facilities with Israel Discount Bank and replace them with another lender and new loans.
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Satisfaction of Guarantees. 36 5.13 Prohibition on Trading in Buyer Stock........................................................36 5.14 Tax Matters/Section 338(h)(10) Election......................................................37 5.15 Change in Control............................................................................38 5.16 Subsequent Acquisitions......................................................................39 5.17
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Satisfaction of Guarantees. Buyer agrees to take all action as may be reasonably required to have the Shareholders (and their spouses, if applicable) released from the guarantees and to the extent not so released, shall satisfy or assume in full the guarantees of Shareholders (and their spouses, if applicable) identified on Schedule 3.11 hereto as of the Closing Date, and Buyer shall indemnify the Shareholders (and their spouses, if applicable) against all liabilities associated with the guarantees from and after the Closing Date.
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Satisfaction of Guarantees. Schedule 3.11 sets forth a list of guarantees made by the Shareholder to third parties on behalf of and with respect to the Business of the Company (the "Shareholder Guarantees"). The Purchaser shall use all commercially reasonable efforts prior to the Closing to cause the Shareholder to be released from the Shareholder Guarantees. In the event that the releases of the Shareholder Guarantees have not been obtained at the Closing, the Purchaser shall make continuous reasonable commercial efforts to have terminated, extinguished or otherwise released any remaining Shareholder Guarantee(s) (and provide all documents and instruments to evidence such termination, extinguishment or release) and shall defend, indemnify and hold the Shareholder harmless from any Shareholder Guarantees.
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Satisfaction of Guarantees. Buyer agrees to satisfy or assume in full the guarantees of Shareholder identified on Schedule 3.11 hereto and as a result, to have the Shareholder released from such guarantees.
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Satisfaction of Guarantees. The Purchaser and Stonepath shall use all commercially reasonable efforts prior to the Closing to cause the Shareholders to be released from the Shareholders Guarantees. In the event that any release of Shareholders Guarantee(s) has not been obtained at the Closing, the Purchaser shall make continuous reasonable commercial efforts to have terminated, extinguished or otherwise released any such remaining Shareholders Guarantee(s) (and provide all documents and instruments to evidence such termination, extinguishment or release) and shall defend, indemnify and hold the Shareholders harmless from any and all matters with respect to such Shareholder Guarantees.
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Related to Satisfaction of Guarantees

  • Subordination of Guarantees ANTI-LAYERING. No Guarantor shall incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness that is subordinate or junior in right of payment to any Senior Debt of a Guarantor and senior in any respect in right of payment to any of the Guarantees. Notwithstanding the foregoing sentence, the Guarantee of each Guarantor shall be subordinated to the prior payment in full of all Senior Debt of that Guarantor (in the same manner and to the same extent that the Securities are subordinated to Senior Debt), which shall include all guarantees of Senior Debt.

  • 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:

  • Releases of Guarantees (a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by Section 10.1) to take any action requested by the Borrower having the effect of releasing any guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document or that has been consented to in accordance with Section 10.1 or (ii) under the circumstances described in paragraph (b) below.

  • Reaffirmation of Guaranties The Credit Parties signatory hereto hereby reaffirm their Guaranties of the Obligations, taking into account the provisions of this Amendment.

  • 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.

  • ADJUSTMENT OF GUARANTEES 8.1 In the event of any change to any law, governmental regulation or requirement or interpretation thereof (“Rule Change”) by any governmental agency made subsequent to the date of the Agreement and such Rule Change affects the A321 NEO Aircraft configuration or performance or both required to obtain certification the Guarantees will be appropriately modified to reflect the effect of any such change.

  • 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).

  • 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. If WCI is unsuccessful in its efforts to obtain such termination and release, WCI 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 the Corporation or KCI (to the extent assumed by WCI pursuant to this Agreement) 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.

  • 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.

  • NOTATION OF GUARANTEE As set forth more fully in the Indenture, the Persons constituting Subsidiary Guarantors from time to time, in accordance with the provisions of the Indenture, irrevocably and unconditionally and jointly and severally guarantee, in accordance with Section 12.1 of the Indenture, to the Holders and to the Trustee and its successors and assigns, that (i) the principal of and interest on the 6% Securities will be paid, whether at the Stated Maturity or Interest Payment Dates, by acceleration, call for redemption or otherwise, and all other obligations of the Company to the Holders or the Trustee under the Indenture or this 6% Security will be promptly paid in full or performed, all in accordance with the terms of the Indenture and this 6% Security, and (ii) in the case of any extension of payment or renewal of this 6% Security or any of such other obligations, they will be paid in full when due or performed in accordance with the terms of such extension or renewal, whether at the Stated Maturity, as so extended, by acceleration or otherwise. Such Guarantees shall cease to apply, and shall be null and void, with respect to any such guarantor who, pursuant to Article 12 of the Indenture, is released from its Guarantees, or whose Guarantees otherwise cease to be applicable pursuant to the terms of the Indenture.

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