GUARANTEES AND CHANGE OF CONTRACT Sample Clauses

GUARANTEES AND CHANGE OF CONTRACT. Nationwide guarantees that the Termination Fee schedule set forth on the Contract Specifications Page will not be changed during the term of this Contract. Nationwide guarantees that the interest rate(s) credited under this Contract will not be changed before the end of the period set forth under the Initial Interest Guarantee provision on the Contract Specifications Page(s), except via written agreement between the Contract Owner and Nationwide. Prior to expiration of the guarantee, Nationwide shall provide written notice to the Contract Owner of the new interest rate. Nationwide reserves the right to change all other provisions of this Contract as of the second Contract Anniversary and at any time thereafter, by giving written notice to the Contract Owner not less than sixty (60) days before the effective date of the change. Nationwide will guarantee any portion of this Contract added or changed for at least one year against subsequent change. Notwithstanding the other provisions of this Section, Nationwide may amend the Contract when, in the opinion of Nationwide, an amendment is necessary to protect Nationwide from adverse financial impact due to any amendment to or modification of the Plan, changes in the administrative practices adhered to by the Plan, changes in Investment Options offered by the Plan, or the action of any legislative, judiciary, or regulatory body, which impact the Contract. This Contract may also be changed in any respect, at any time, by written agreement between the Contract Owner and Nationwide. SAMPLE No change will adversely affect the rights of any Participant with respect to an Annuity purchased before the effective date of the change unless: (a) the change is required by law or regulation, or (b) the consent of each affected Participant in interest is obtained. No agent or other person, except an Officer of Nationwide or other home office official to whom authority has been delegated has authority to change this Contract, to waive any provisions or charges, or to bind Nationwide by making any promise, representations or by giving any information. Any change, extension, waiver, promise, or representation shall not be construed as authority, or act as a precedent, for the same or similar act performed by Nationwide on another occasion.
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GUARANTEES AND CHANGE OF CONTRACT. Nationwide guarantees that the Termination Fee schedule set forth on the Contract Specifications Page will not be changed during the term of this Contract. Nationwide guarantees that the interest rate(s) credited under this Contract will not be changed before the end of the period set forth under the Initial Interest Guarantee provision on the Contract Specifications Page(s), except via written agreement between the Contract Owner and Nationwide. Prior to expiration of the guarantee, Nationwide shall provide written notice to the Contract Owner of the new interest rate. Nationwide reserves the right to change the other provisions contained within the Contract Specifications Page(s) of this Contract as of the second Contract Anniversary and at any time thereafter, by giving written notice to the Contract Owner not less than sixty (60) days before the effective date of the change. Nationwide will guarantee any portion of this Contract added or changed for at least one year against subsequent change.
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GUARANTEES AND CHANGE OF CONTRACT. (CONTINUED) No agent or other person except an officer of the Company or other Home Office official to whom authority has been delegated has authority to change this Contract, to extend the times for payment of Deposits, to waive any charges, or to bind the Company by making any promise, representation or by giving any information. Any change, extension, waiver, promise, or representation shall not be construed as authority, or act as a precedent, for the same or similar act performed by the Company on another occasion.
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GUARANTEES AND CHANGE OF CONTRACT. The second paragraph (the first paragraph in APO-1472) is deleted in its entirety and replaced with the following:
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GUARANTEES AND CHANGE OF CONTRACT. The Company guarantees that the Contingent Deferred Sales Charge Percentage set forth on the Contract Summary Page will not be changed. The Company guarantees that no provision of the Contract will be changed before the fifth Contract Anniversary. The Company reserves the right to change the provisions of this Contract at any time thereafter, by giving written notice to the Contractholder not less than [ninety (90)] days before the effective date of the change. Any portion of this Contract added or changed will be guaranteed by the Company for one year against subsequent change. Notwithstanding the other provisions of this Section, the Company may amend the Contract when, in the opinion of the Company, an amendment is necessary to protect the Company from adverse financial impact due to any amendment to or modification of the Plan, changes in the administrative practices adhered to by the Plan, changes in investment options offered by the Plan, or the action of any legislative, judiciary, or regulatory body, which impact the Contract. If the shares of a Fund should no longer be available for investment by the Separate Account or if, in the judgment of the Company, further investment in the shares of a Fund should become inappropriate in view of the purposes of the Contract, the Company may substitute shares of another Fund for Fund shares already purchased or to be purchased in the future. This Contract may also be changed in any respect, at any time, by written agreement between the Contractholder and the Company. No change will adversely affect the rights of any Participant with respect to an Annuity purchased before the effective date of the change unless: (a) the change is required by a governmental agency, or (b) the consent of each Participant in interest is obtained.
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Related to GUARANTEES AND CHANGE OF CONTRACT

  • Guarantees, etc To endorse or guarantee the payment of any notes or other obligations of any person; to make contracts of guaranty or suretyship, or otherwise assume liability for payment thereof; and to mortgage and pledge the Trust property or any part thereof to secure any of or all such obligations;

  • Change of Control Provisions If a Change of Control Repurchase Event occurs, unless the Company has exercised its right to redeem the Debentures as described above, the Company will be required to make an offer to each holder of Debentures to repurchase all or any part (in integral multiples of $1,000) of that holder’s Debentures at a repurchase price in cash equal to 101% of the aggregate principal amount of Debentures repurchased plus any accrued and unpaid interest on the Debentures repurchased to, but not including, the date of repurchase. Within 30 days following a Change of Control Repurchase Event or, at the Company’s option, prior to a Change of Control, but after the public announcement of the Change of Control, the Company will mail a notice to each holder of Debentures, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase Debentures on the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed. The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on a Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Debentures as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Debentures, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Repurchase Event provisions of the Debentures by virtue of such conflict. Sinking Fund Provisions: No sinking fund provisions Defeasance Provisions: Legal defeasance and covenant defeasance permitted upon compliance with conditions set forth in the Indenture Additional Terms: Except as otherwise provided in this Schedule II, such other terms are specified in the Pricing Prospectus. Capitalized terms used herein and not defined herein have the meanings specified in the Pricing Prospectus. Time of Sale:

  • Limitation on Issuances of Guarantees by Restricted Subsidiaries The Company will not permit any Restricted Subsidiary, directly or indirectly, to Guarantee any Indebtedness of the Company which is pari passu with or subordinate in right of payment to the Notes ("Guaranteed Indebtedness"), unless (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Guarantee (a "Subsidiary Guarantee") of payment of the Notes by such Restricted Subsidiary and (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee; provided that this paragraph shall not be applicable to any Guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not Incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. If the Guaranteed Indebtedness is (A) pari passu with the Notes, then the Guarantee of such Guaranteed Indebtedness shall be pari passu with, or subordinated to, the Subsidiary Guarantee or (B) subordinated to the Notes, then the Guarantee of such Guaranteed Indebtedness shall be subordinated to the Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the Notes. Notwithstanding the foregoing, any Subsidiary Guarantee by a Restricted Subsidiary may provide by its terms that it shall be automatically and unconditionally released and discharged upon (i) any sale, exchange or transfer, to any Person not an Affiliate of the Company, of all of the Company's and each Restricted Subsidiary's Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture) or (ii) the release or discharge of the Guarantee which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment under such Guarantee.

  • Releases of Guarantees and Liens (a) Notwithstanding anything to the contrary contained herein or in any other Credit Document, the Collateral Agent is hereby irrevocably authorized by each Secured Party (without requirement of notice to or consent of any Secured Party except as expressly required by Section 13.01) to take, and shall take, any action requested by the Borrower having the effect of releasing any Collateral or Guarantee Obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Credit Document or that has been consented to in accordance with Section 13.01 or (ii) under the circumstances described in paragraph (b) below. (b) At such time as (A) (i) the Loans and the other Obligations (other than Unasserted Contingent Obligations) shall have been paid in full and (ii) the Commitments have been terminated or (B) any item of Collateral (including, without limitation, as a result of a Disposition of a Subsidiary that owns Collateral) is subject to a Disposition permitted under this Agreement, such Collateral shall automatically be released from the Liens and security interests created by the Security Documents, and the Security Documents and, with respect to the happening of the event described in clauses (A)(i) and (ii), all obligations (other than those expressly stated to survive such termination) of the Collateral Agent and each Credit Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. (c) Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of property, or to release any Guarantee Obligations pursuant to this Section 13.19. In each case as specified in this Section 13.19, the Collateral Agent will (and each Lender irrevocably authorizes the Collateral Agent to), at the Borrower’s expense, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the release of such item of Collateral or Guarantee Obligation from the assignment and security interest granted under the Security Documents, in each case in accordance with the terms of the Credit Documents and this Section 13.19.

  • Change of Control Defined For purposes of this this Note, the term “