Subsidiary Guaranty Agreement. Such Purchaser shall have received a copy of the Subsidiary Guaranty Agreement which shall have been duly authorized, executed and delivered by each Person then required to be a Subsidiary Guarantor.
Subsidiary Guaranty Agreement. (a) The payment by the Company of all amounts due with respect to the Notes will be absolutely and unconditionally guaranteed by the Subsidiaries listed on Schedule 2.2(a) (collectively, the “Original Subsidiary Guarantors” and together with any additional Subsidiary who delivers a guaranty pursuant to Section 10.18, the
(a) attached hereto and made a part hereof (as the same may be amended, modified, restated, extended or renewed, the “Subsidiary Guaranty Agreement”).
(b) The enforcement of the rights and benefits in respect of the Subsidiary Guaranty Agreement and the Collateral Documents and the allocation of proceeds thereof shall be subject to the Intercreditor Agreement.
(c) The holders of the Notes acknowledge and agree that such holders will discharge and release any Subsidiary Guarantor from the Subsidiary Guaranty Agreement to which it is a party pursuant to the written request of the Company, provided that (i) either (1) such Subsidiary Guarantor has been released and discharged as an obligor and guarantor under and in respect of all Debt of the Company due and owing pursuant to the Bank Facility and all other Qualified Debt Agreements or (2) such Subsidiary Guarantor is sold, disposed of or otherwise transferred within the limitations of Section 10.5, the Bank Facility and all other Qualified Debt Agreements, and the Company so certifies to the holders of the Notes in a certificate which accompanies such request for release and discharge, (ii) any such release and discharge shall be expressly conditioned upon receipt by the holders of the Notes of a written agreement executed by the Company pursuant to which the Company shall agree that if, for any reason whatsoever, the Subsidiary Guarantor to be released thereafter becomes an obligor or guarantor under and in respect of any Debt of the Company, then the Company shall cause such Subsidiary Guarantor to contemporaneously provide written notice thereof to the holders of the Notes accompanied by an executed Subsidiary Guaranty Agreement of such Subsidiary Guarantor, and (iii) at the time of such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes to the effect that no Default or Event of Default exists immediately prior to such release and discharge or would exist immediately after giving effect thereto.
(d) The Company agrees that it will not, nor will it permit any Subsidiary or Affiliate to, directly or indirectly, pay or cause to...
Subsidiary Guaranty Agreement. By executing and delivering this Assumption Agreement, the Additional Guarantor, as provided in Section 6.14 of the Subsidiary Guaranty Agreement, hereby becomes a party to the Subsidiary Guaranty Agreement as a Guarantor thereunder with the same force and effect as if originally named therein as a Guarantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Guarantor thereunder. The information set forth in Annex l-A hereto is hereby added to the information set forth in Schedule 1 to the Subsidiary Guaranty Agreement. The Additional Guarantor hereby represents and warrants that each of the representations and warranties contained in Section 3 of the Subsidiary Guaranty Agreement is true and correct on and as the date hereof (after giving effect to this Assumption Agreement) as if made on and as of such date.
Subsidiary Guaranty Agreement. The Subsidiary Guaranty Agreement shall cease to be in full force or effect (except in accordance with the terms thereof) as to the relevant Subsidiary Guarantor, or any Subsidiary Guarantor or Person acting by or on behalf of such Subsidiary Guarantor shall deny or disaffirm such Subsidiary Guarantor’s obligations under the Subsidiary Guaranty Agreement.
Subsidiary Guaranty Agreement. The Subsidiary Guaranty Agreement executed by each Guarantor;
Subsidiary Guaranty Agreement. You shall have received a counterpart original of the Subsidiary Guaranty Agreement, duly executed and delivered by each Original Subsidiary Guarantor, in the form of Exhibit 4.5 (the “Original Subsidiary Guaranty Agreement”) and said Original Subsidiary Guaranty Agreement shall be in full force and effect.
Subsidiary Guaranty Agreement. Each Additional Guarantor agrees to, and does hereby, become a Guarantor in respect of the Obligations of the Borrower and each other Guarantor, with the same force and effect as if it were an original party to the Subsidiary Guaranty Agreement, and agrees that each reference in the Subsidiary Guaranty Agreement to a “Guarantor” or a “Loan Party” shall also mean and be a reference to such Additional Guarantor.
Subsidiary Guaranty Agreement. Subsidiary Guaranty Agreement dated March 14, 2006 made by Mad River Mountain, Inc., SNH Development, Inc., and JFBB Ski Areas, Inc.
Subsidiary Guaranty Agreement. The Company will not permit any Subsidiary which is not a Subsidiary Guarantor to be or become obligated (as a guarantor, a borrower, a co-borrower or otherwise) under or with respect to a Qualified Debt Agreement, unless, concurrently therewith, or prior thereto, such Subsidiary shall have (a) executed and delivered a Subsidiary Guaranty Supplement to the Subsidiary Guaranty Agreement thereby becoming a party thereto and all documents and showings required to be delivered pursuant to Section 9.10 upon or following delivery of a Subsidiary Guaranty Supplement, (b) provided to each of the holders of Notes copies of such Subsidiary Guaranty Supplement (pursuant to which, inter alia, such Subsidiary shall affirm in writing its representations contained in the Subsidiary Guaranty Agreement) and a legal opinion with respect thereto substantially in the form of the opinion contemplated in Exhibit 4.4(a) with respect to such Subsidiary and the Subsidiary Guaranty Agreement, (c) delivered such documents and evidence with respect to such Subsidiary as the Required Holders may reasonably request in order to establish the existence of such Subsidiary and the authorization of the transactions contemplated by the Subsidiary Guaranty Supplement to which such Subsidiary is a party, and (d) demonstrated to the satisfaction of the Required Holders that such Subsidiary is Solvent.
Subsidiary Guaranty Agreement. Duly executed originals of the Subsidiary Guaranty, executed by and each direct and indirect Subsidiary of Borrower in favor of Agent, for the benefit of Lenders.
