Continuous Obligation to Grant and Maintain Guarantee Sample Clauses

Continuous Obligation to Grant and Maintain Guarantee. To secure due repayment and satisfaction in full of all Credit Obligations, the Borrower will cause the following Persons to execute and deliver an unconditional solidary (joint and several) Guarantee for the benefit of the Agent, acting for and on behalf of the Secured Parties: (a) any present and future Wholly-Owned Subsidiary of the Borrower that contributes more than [REDACTED: PERCENTAGE] of the consolidated EBITDA of the Borrower or owns more than [REDACTED: PERCENTAGE] of the book value of the consolidated assets (excluding investments in Subsidiaries and the assets of the Oncology Subsidiary without duplication) of the Borrower; and (b) such Wholly-Owned Subsidiaries designated from time to time by the Borrower to the Agent in writing which shall represent, collectively with the Borrower and the existing Guarantors (on a combined unconsolidated basis), (i) at least [REDACTED: PERCENTAGE] of the book value of the assets (excluding investments in Subsidiaries and the assets of the Oncology Subsidiary without duplication) of the Borrower on a consolidated basis, and (ii) at least [REDACTED: PERCENTAGE] of the Borrower’s EBITDA on a consolidated basis, (collectively, the “Guarantor Coverage Requirement”), as calculated on a quarterly basis and as certified in the quarterly Compliance Certificate delivered to the Agent pursuant to Section 11.1(s)(ii). The Borrower covenants that the Guarantor Coverage Requirement will be complied with at all times.
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Related to Continuous Obligation to Grant and Maintain Guarantee

  • Complete Disposal Upon Termination of Service Agreement Upon Termination of the Service Agreement Provider shall dispose or delete all Student Data obtained under the Service Agreement. Prior to disposition of the data, Provider shall notify LEA in writing of its option to transfer data to a separate account, pursuant to Article II, section 3, above. In no event shall Provider dispose of data pursuant to this provision unless and until Provider has received affirmative written confirmation from LEA that data will not be transferred to a separate account.

  • Obligation to Provide State Access to Grant Records The Grantee must make all grant records of expenditures, copies of reports, books, and related documentation available to the Division or a duly authorized representative of the State of Florida for inspection at reasonable times for the purpose of making audits, examinations, excerpts, and transcripts.

  • No Construction as Employment Agreement Nothing contained in this Agreement shall be construed as giving Indemnitee any right to be retained in the employ of the Company or any of its subsidiaries.

  • Obligations of the Company Upon Termination of Employment (a) Expiration of Term and Nonrenewal by Executive, By the Company for Cause or by Executive without Good Reason. If Executive’s employment shall be terminated (i) due to and upon expiration of the Term of this Agreement because Executive shall have given written notice not to extend the Employment Period pursuant to Section 2(a), (ii) by the Company for Cause or (iii) by Executive without Good Reason, then the Company shall pay Executive Executive’s Base Salary (at the rate in effect at the time Notice of Termination is given) through the Date of Termination on or before the time required by law but in no event more than 30 days after the Executive’s Date of Termination, and any accrued or vested benefits or entitlements the Executive may have under any employee benefit, equity or bonus plan or award agreement of the Company or any affiliate through the Date of Termination, which accrued or vested benefits or entitlements shall be paid and/or provided in accordance with the terms of such employee benefit, equity or bonus plans or award agreements (collectively, the “Accrued Benefits”) and, except as provided in Section 2(f), the Company shall have no additional obligations to Executive under this Agreement.

  • Obligations of Business Associate Upon Termination Upon termination of this Agreement for any reason, business associate shall return to covered entity or, if agreed to by covered entity, destroy all protected health information received from covered entity, or created, maintained, or received by business associate on behalf of covered entity, that the business associate still maintains in any form. Business associate shall retain no copies of the protected health information.