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. 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 Company will not permit any Restricted Subsidiary which is not a Subsidiary Guarantor to be or become obligated under and pursuant to any Guaranty of Debt of the Company under and pursuant to a Qualified Debt Agreement, unless, concurrently with, or prior to, becoming liable with respect to such Guaranty (each, a “Qualified Subsidiary Guaranty”), such Restricted Subsidiary (a “New Guarantor”) shall have (a) executed and delivered a Subsidiary Guaranty Supplement to the Subsidiary Guaranty Agreement thereby becoming a party thereto and a consent and agreement (the “Consent and Agreement”) to the Intercreditor Agreement as provided therein, (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 Consent and 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 New Guarantor 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 New Guarantor is Solvent. All Qualified Subsidiary Guaranties will be in form and substance substantially identical to the Subsidiary Guaranty Agreement (with only such changes as are necessary to properly reflect the parties and Debt involved) and the beneficiaries of any such Qualified Subsidiary Guaranty shall have become parties to the Intercreditor Agreement in the manner provided for therein, including, without limitation, by execution of an Instrument of Accession thereto. The Company will not permit any Subsidiary Guarantor to make any payments on or in respect of any Debt of the Company guaranteed by such Subsidiary Guarantor except following and as a consequence of the occurrence of a default under the Qualified Debt Agreement to which such Qualified Subsidiary Guaranty relates and a demand being made under such Qualified Subsidiary Guaranty.
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. 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. 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. Subsidiary Guaranty Agreement dated March 14, 2006 made by Mad River Mountain, Inc., SNH Development, Inc., and JFBB Ski Areas, Inc.
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
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.
