Subrogation; Certain Agreements Sample Clauses

Subrogation; Certain Agreements. (a) Each Guarantor waives any and all rights of subrogation, indemnity, contribution or reimbursement, and any and all benefits of and rights to enforce any power, right or remedy that the Beneficiary may now or hereafter have in respect of the Guarantied Obligations against the Company or any other Obligor, any and all benefits of and rights to participate in any collateral, whether real or personal property, now or hereafter held by the Beneficiary, and any and all other rights and claims (as defined in the Bankruptcy Code) the Guarantor may have against the Company or any other Obligor, under Applicable Law, or otherwise, at law or in equity, by reason of any payment hereunder, unless and until the Obligations shall have been paid in full. Without limitation, each Guarantor shall exercise no voting rights, shall file no claim, and shall not participate or appear in any bankruptcy or insolvency case involving the Company with respect to the Guarantied Obligations unless and until all the Guarantied Obligations shall have been paid in full. If, notwithstanding the foregoing, any amount shall be paid to any Guarantor on account of any such rights at any time, such amount shall be held in trust for the benefit of the Beneficiary and shall forthwith be paid to the Beneficiary to be credited and applied in accordance with the terms of this Agreement and the other Investment Documents upon the Guarantied Obligations, whether matured, unmatured, absolute or contingent, in the discretion of the Beneficiary. (b) Each Guarantor assumes the responsibility for being and keeping itself informed of the financial condition of the Company and each other Obligor and of all other circumstances bearing upon the risk of non-payment of the Guarantied Obligations that diligent inquiry would reveal, and agrees that the Beneficiary shall have no duty to advise any Guarantor of information regarding such condition or any such circumstances.
Sample 1Sample 2Sample 3See All (17)
AutoNDA by SimpleDocs
Subrogation; Certain Agreements. 95 11.7 Bankruptcy No Discharge...................................................97 11.8 Subordination.............................................................98 11.9
Sample 1
Subrogation; Certain Agreements. (a) NOTWITHSTANDING ANYTHING TO THE CONTRARY, NO GUARANTOR WILL EXERCISE ANY RIGHTS THAT IT MAY NOW OR HEREAFTER HAVE AGAINST THE ISSUERS OR ANY OTHER GUARANTOR THAT ARISE FROM THE EXISTENCE, PAYMENT, PERFORMANCE OR ENFORCEMENT OF ANY GUARANTOR'S OBLIGATIONS UNDER THIS GUARANTY, INCLUDING, WITHOUT LIMITATION, ANY RIGHT OF SUBROGATION, REIMBURSEMENT, EXONERATION, CONTRIBUTION OR INDEMNIFICATION AND ANY RIGHT TO PARTICIPATE IN ANY CLAIM OR REMEDY OF THE PURCHASER AGAINST THE ISSUERS OR ANY OTHER GUARANTOR OR ANY COLLATERAL, WHETHER OR NOT SUCH CLAIM, REMEDY OR RIGHT ARISES IN EQUITY OR UNDER CONTRACT, STATUTE OR COMMON LAW, INCLUDING, WITHOUT LIMITATION, THE RIGHT TO TAKE OR RECEIVE FROM THE ISSUERS OR ANY OTHER GUARANTOR, DIRECTLY OR INDIRECTLY, IN CASH OR OTHER PROPERTY OR BY SET-OFF OR IN ANY OTHER MANNER, PAYMENT OR SECURITY SOLELY ON ACCOUNT OF SUCH CLAIM, REMEDY OR RIGHT, UNLESS AND UNTIL ALL OF THE GUARANTIED OBLIGATIONS AND ALL OTHER AMOUNTS PAYABLE UNDER THIS GUARANTY SHALL HAVE BEEN PAID IN FULL IN CASH. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the payment in full in cash of the Guarantied Obligations and all other amounts payable under this Guaranty, such amount shall be held in trust for the benefit of the Purchaser and shall forthwith be paid to the Purchaser to be credited and applied to the Guarantied Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guarantied Obligations or other amounts payable under this Guaranty thereafter arising. If all of the Guarantied Obligations and all other amounts payable under this Guaranty shall be paid in full in cash, the Purchaser will, at the Guarantor's request and expense, execute and deliver to the Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to the Guarantor of an interest in the Guarantied Obligations resulting from such payment by the Guarantor. (b) In furtherance and not by limitation of any other provision of this Guaranty, the Guarantors acknowledge and understand that if the Purchaser forecloses, either by judicial foreclosure or by exercise of power of sale, any deed of trust securing the Guarantied Obligations, that foreclosure could impair or destroy any ability that any Guarantor may have to seek reim...
Sample 1Sample 2
Subrogation; Certain Agreements. 83 10.7 Bankruptcy No Discharge................................................................ 83 10.8 Maximum Liability of Guarantors........................................................ 84 10.10 Review of Documents; Understanding with Respect to Waivers............................. 84 10.11 Corporate Existence; Properties........................................................ 84 10.12 Guarantor Acknowledgment............................................................... 85
Sample 1
Subrogation; Certain Agreements. 50 Section 3.7. Bankruptcy No Discharge .......................... 50 Section 3.8. Maximum Liability of Guarantor ................... 51 Section 3.9. Financial Benefit ................................ 51
Sample 1
Subrogation; Certain Agreements. (a) The Guarantor waives any and all rights of subrogation, indemnity, contribution or reimbursement, and any and all benefits of and rights to enforce any power, right or remedy that any Beneficiary may now or hereafter have in respect of the Obligations against the Issuer or any other Obligor, any and all benefits of and rights to participate in any Collateral, whether real or personal property, now or hereafter held by any Beneficiary, and any and all other rights and claims (as defined in the Bankruptcy Code) the Guarantor may have against the Issuer or any other Obligor, under applicable law or otherwise, at law or in equity, by reason of any payment hereunder, unless and until the Obligations shall have been paid in full. (b) The Guarantor assumes the responsibility for being and keeping itself informed of the financial condition of the Issuer and each other Obligor and of all other circumstances bearing upon the risk of nonpayment of the Obligations that diligent inquiry would reveal, agrees that the Beneficiaries shall have no duty to advise the Guarantor of information regarding such condition or any such circumstances and waives any defense that at any time may otherwise be available to Guarantor based on any failure by the Guarantor to be informed, or any failure by any Beneficiary to advise the Guarantor, of information regarding such condition or any such circumstances.
Sample 1
Subrogation; Certain Agreements. 2.6.1. EACH GUARANTOR WAIVES ANY AND ALL RIGHTS OF SUBROGATION, INDEMNITY OR REIMBURSEMENT, AND ANY AND ALL BENEFITS OF AND RIGHTS TO ENFORCE ANY POWER, RIGHT OR REMEDY THAT THE BENEFICIARY MAY NOW OR HEREAFTER HAVE IN RESPECT OF THE OBLIGATIONS AGAINST PRINCIPAL OBLIGOR OR ANY OTHER OBLIGOR, ANY AND ALL BENEFITS OF AND RIGHTS TO PARTICIPATE IN ANY COLLATERAL, WHETHER REAL OR PERSONAL PROPERTY, NOW OR HEREAFTER HELD BY THE BENEFICIARY, AND ANY AND ALL OTHER RIGHTS AND CLAIMS (AS DEFINED IN THE BANKRUPTCY CODE) ANY GUARANTOR MAY HAVE AGAINST PRINCIPAL OBLIGOR, UNDER APPLICABLE LAW OR OTHERWISE, AT LAW OR IN EQUITY, BY REASON OF ANY PAYMENT HEREUNDER, UNLESS AND UNTIL THE OBLIGATIONS SHALL HAVE BEEN PAID IN FULL. 2.6.2. Each Guarantor assumes the responsibility for being and keeping itself informed of the financial condition of Principal Obligor and each other Obligor and of all other circumstances bearing upon the risk of nonpayment of the Obligations that diligent inquiry would reveal, and agrees that the Beneficiary shall have no duty to advise any Guarantor of information regarding such condition or any such circumstances.
Sample 1
AutoNDA by SimpleDocs
Subrogation; Certain Agreements. (a) THE GUARANTOR WAIVES ANY AND ALL RIGHTS OF SUBROGATION, INDEMNITY OR REIMBURSEMENT, AND ANY AND ALL BENEFITS OF AND RIGHTS TO ENFORCE ANY POWER, RIGHT OR REMEDY THAT THE BENEFICIARY MAY NOW OR HEREAFTER HAVE IN RESPECT OF THE OBLIGATIONS AGAINST EITHER BUYER OR ANY OTHER OBLIGOR AND ANY AND ALL OTHER RIGHTS AND CLAIMS THE GUARANTOR MAY HAVE AGAINST EITHER BUYER OR ANY OTHER OBLIGOR, UNDER APPLICABLE LAW OR OTHERWISE, AT LAW OR IN EQUITY, BY REASON OF ANY PAYMENT HEREUNDER, UNLESS AND UNTIL THE OBLIGATIONS SHALL HAVE BEEN PAID IN FULL. (b) The Guarantor assumes the responsibility for being and keeping itself informed of the financial condition of the Buyers and each other Obligor and of all other circumstances bearing upon the risk of nonpayment of the Obligations that diligent inquiry would reveal, and agrees that the Beneficiary shall have no duty to advise the Guarantor of information regarding such condition or any such circumstances.
Sample 1

Related to Subrogation; Certain Agreements

  • Certain Agreements Without the prior written consent of the Administrator and the Majority Purchaser Agents, the Seller will not amend, modify, waive, revoke or terminate any Transaction Document to which it is a party or any provision of the Seller’s organizational documents which requires the consent of the “Independent Manager”.

  • Certain Additional Agreements (a) The Company may require each Selling Holder to furnish to the Company in writing such information required in connection with such registration regarding such Selling Holder and the distribution of such Registrable Securities as the Company may, from time to time, reasonably request in writing and the Company may exclude from such registration the Registrable Securities of any Selling Holder who fails to furnish such information within a reasonable time after receiving such request. (b) Each Selling Holder agrees that upon receipt of any notice from the Company of the happening of any event of the kind described in Section 2.3(c)(iii) or (c)(vi) hereof, such Holder will forthwith discontinue disposition of such Registrable Securities covered by such Registration Statement or Prospectus until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 2.3(k) hereof, or until it is advised in writing by the Company that the use of the applicable Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus; provided, however, that (i) in no event shall such discontinuance exceed the time period set forth in Section 2.1(e) hereof, and (ii) the Company shall extend the time periods under Section 2.1 and Section 2.2 with respect to the length of time that the effectiveness of a Registration Statement must be maintained by the amount of time the Holder is required to discontinue disposition of such securities. (c) Each Holder covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it or an exemption therefrom in connection with sale of Registrable Securities pursuant to the Registration Statement.

  • Guaranty Agreements Any Guaranty Agreement or any provision thereof shall for any reason cease to be in full force and effect or valid and binding on or enforceable against any Credit Party or a Credit Party shall so state in writing or bring an action to limit its obligations or liabilities thereunder; or any Credit Party shall fail to perform any of its obligations thereunder; or

  • Certain Agreements of the Company The Company hereby covenants and agrees as follows:

  • Certain Agreements on Receivables Such Grantor will not make or agree to make any discount, credit, rebate or other reduction in the original amount owing on a Receivable or accept in satisfaction of a Receivable less than the original amount thereof, except that, prior to the occurrence of an Event of Default, such Grantor may reduce the amount of Accounts arising from the sale of Inventory in accordance with its present policies and in the ordinary course of business.

  • Restrictions on Certain Actions During the earlier of (a) five years from the date of this Agreement or (b) two years after the termination of the Venture Agreement, except as permitted pursuant to Section 5 hereof, Buyer, without the prior consent of the Company's Board of Directors will not, nor will it permit any affiliate (as such term is defined in Rule 12b-2 of Regulation 12B under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of Buyer to: (a) acquire (other than through stock splits or stock dividends), directly or indirectly or in conjunction with or through any other person, by purchase or otherwise, beneficial ownership of any additional shares of Common Stock or any other securities of the Company entitled to vote generally for the election of directors ("Voting Securities"); (b) directly or indirectly or through any other person, solicit proxies with respect to Voting Securities under any circumstance; or become a "participant" in any "election contest" relating to the election of directors of the Company (as such terms are used in Rule 14a-11 of Regulation 14A under the Exchange Act); provided, however, that the foregoing shall not prohibit Buyer from soliciting proxies for the purpose of opposing any increase in the ownership limitation currently contained in the Company's Articles of Incorporation. (c) deposit any Voting Securities in a voting trust, or subject any Voting Securities to a voting or similar agreement; (d) directly or indirectly or through or in conjunction with any other person, engage in a tender or exchange offer for the Company's Voting Securities made by any other person or entity without the prior written approval of the Company, or engage in any proxy solicitation with any person or entity relating to the Company; (e) take any action alone or in concert with any other person to acquire or change the control of the Company or, directly or indirectly, participate in any group seeking to obtain or take control of the Company; or (f) sell, transfer, pledge or otherwise dispose of or encumber any Voting Securities except (i) as set forth in Section 7 hereof, (ii) to an affiliate of the Buyer, provided that the transferee agrees to be bound by all the provisions of this Agreement, or (iii) pursuant to a public offering of the Shares registered under the Securities Act.

  • Parties to Lock-Up Agreements The Company has furnished to the Underwriters a letter agreement in the form attached hereto as Exhibit A (the “Lock-up Agreement”) from each of the persons listed on Exhibit B. Such Exhibit B lists under an appropriate caption the directors and executive officers of the Company. If any additional persons shall become directors or executive officers of the Company prior to the end of the Company Lock-up Period (as defined below), the Company shall cause each such person, prior to or contemporaneously with their appointment or election as a director or executive officer of the Company, to execute and deliver to the Representatives a Lock-up Agreement.

  • Existing Agreements The Executive represents to the Company that he is not subject or a party to any employment or consulting agreement, non-competition covenant or other agreement, covenant or understanding which might prohibit him from executing this Agreement or limit his ability to fulfill his responsibilities hereunder.

  • SPECIAL AGREEMENTS The following special arrangements have been made: City, Date City, Date Seller's signature Buyer's signature

  • Additional Agreements and Covenants The parties further agree and covenant as follows:

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!