Replacement of Guarantor Sample Clauses

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Replacement of Guarantor. If no Lease Default, Lease Event of Default or Event of Default shall exist at the time of either such request or such release, then following the written request of the Guarantor to the Indenture Trustee and the Certificateholders at least thirty (30) days prior to the requested date on which the Guarantor is to be released from its obligations under this Guaranty Agreement, the Guarantor shall be released from further liability under this Guaranty Agreement upon its being replaced by a Replacement Guarantor that satisfies all the conditions contained in the definition of such term set forth in Section 22.
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Replacement of Guarantor. At any time following the expiration of the thirty-sixth (36th) full calendar month of the Term, provided that there is no continuing default under this Lease or the Guaranty, Guarantor may request that the Guarantor be replaced (a “Guarantor Replacement”) with a substitute guarantor (a “Replacement Guarantor”), and in such event: (1) If Landlord determines, in its sole discretion, that a proposed Replacement Guarantor has the same tangible net worth, overall financial condition and creditworthiness as Guarantor has as of the date of the Lease, Landlord shall agree to consent to such Guarantor Replacement. (2) If Landlord determines, in its sole discretion, that a proposed Replacement Guarantor does not have the same Net Worth, overall financial condition and creditworthiness as Guarantor has as of the date of the Lease, and/or does not have an Investment Grade Credit Rating (as defined below) (an “Unequal Replacement Guarantor”), then Landlord may withhold its consent to the proposed Guarantor Replacement in its sole discretion; provided, however, that Landlord’s consent to such Guarantor Replacement shall not be unreasonably withheld, if (i) a proposed Unequal Replacement Guarantor increases the security provided with the replacement guaranty to an amount equal to 100% of the then remaining balance of all unpaid Base Rent and unamortized commissions and allowances, including the Improvement Allowance paid and/or incurred in connection with this Lease, or (ii) the Unequal Replacement Guarantor has an Investment Grade Credit Rating, or (iii) the Unequal Replacement Guarantor satisfies to Landlord’s reasonable satisfaction clauses (b) through and including (e) of the Guaranty Release Conditions (as defined in Section 5.C below) with such Guaranty Release Conditions being applied to the proposed Unequal Replacement Guarantor in the same manner as they apply to Tenant. For purposes of the foregoing, “Investment Grade Credit Rating” shall mean (a) a corporate credit rating of not less than “A3” from ▇▇▇▇▇’▇ Investors Service, Inc. or (b) a credit rating of not less than “A-” from Standard and Poor’s Ratings Group. Any replacement guaranty (a “Replacement Guaranty”) delivered by a Replacement Guarantor shall be on the same terms and conditions as the Guaranty, including, without limitation, the security provided in connection therewith. Upon Landlord’s receipt of such Replacement Guaranty (together with the applicable security), the originally named Guarantor s...
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Replacement of Guarantor. In the event that the Guarantor as named in this Lease enters into liquidation, whether compulsory or voluntary, or passes a resolution for winding-up while solvent, except where the liquidation or winding-up resolution is for the purposes of reconstruction or amalgamation while the Tenant or the Guarantor (as the case may be) remains solvent, the Tenant will ensure that the Guarantor as named in this Lease is replaced with another entity acceptable to the Landlord (acting reasonably).
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Replacement of Guarantor. Forthwith after the death of any Guarantor or such Guarantor becoming bankrupt or having a receiving order made against him or (being a company) entering into liquidation or otherwise ceasing to trade to give written notice thereof to the Landlord and if so required by the Landlord at the Tenant’s expense within twenty eight days of such request to procure some other person or company approved by the Landlord (such approval not to be unreasonably withheld or delayed) to execute under seal a guarantee in the terms of Schedule 10 (mutatis mutandis)
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Replacement of Guarantor. If based on the specific facts (or Article 11 Acceleration Clause in the General Provisions section of this Agreement), the Bank considers that the Guarantor's credit is poor and finds a need to replace the Guarantor, the Borrower will immediately act in accordance with the notice of the Bank. The original Guarantor, irrespective of one or several persons, shall be replaced after the new Guarantor has signed the guarantee agreement with the consent of the Bank. However, if it is agreed that the new Guarantor shall not be held responsible for the guarantee of the debts that has occurred before the replacement, the original Guarantor’s guarantee responsibility shall not be discharged until the liability for those debts occurred before the replacement date is fully discharged and the required procedures are completed.
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Replacement of Guarantor. In the event that, at any time during the term of this Guaranty, Guarantor should cease to transact business or cease to be duly organized, validly existing and/or in good standing, Guarantor shall obtain a substitute Guaranty to the benefit of Bank, substantially in accordance with the terms and
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Replacement of Guarantor. In the event of the occurrence of any of the events referred to in clause 13 in respect of the Guarantor, the Grantor shall not exercise its right pursuant to clause 13 without first allowing the Grantee a period of 30 working days to procure that some other guarantor or guarantors reasonably acceptable to the Grantor execute a guarantee in respect of the Grantee’s obligations contained in this agreement in the same terms as set out in clause 17.
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Replacement of Guarantor. If at any time any party who shall act as surety for the Tenant's covenants in this Lease shall suffer an event of insolvency as defined in clause 4.1.3 hereof the Tenant shall notify the Landlord of the same and shall upon request from the Landlord provide such alternative security as shall be reasonably acceptable to the Landlord
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Replacement of Guarantor. Within twenty-eight days of the death during the Term of any Guarantor or of any of the events listed in clauses 6.1.3, 6.1.4 and 6.
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Related to Replacement of Guarantor

  • Release of Guarantor (a) In addition to the release provisions set forth in the Indenture, subject to Section 702(d), the Guarantor shall be released and relieved from all of its obligations under this Article Seven, and the Guarantee shall be terminated and be of no further force or effect, upon the request of the Company (without the consent of the Trustee) if, immediately after giving effect to such release and termination (and, if applicable, any transaction in connection therewith, including any other concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company would be in compliance with Section 504 hereof, including in the event of a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary. (b) In order to effect the release and termination provided for in Section 702(a), the Company shall furnish to the Trustee an Officers’ Certificate stating that, immediately after giving effect to such release and termination (as well as any concurrent release, termination, repayment or discharge of any other guarantee or other Debt of the Guarantor), the Company will be in compliance with Section 504 hereof. In the event that the release and termination is in connection with a sale or other disposition as a result of which the Guarantor would cease to be a Subsidiary, pro forma effect shall be given to such disposition (including the application of any proceeds therefrom) in determining the Company’s compliance with Section 504 and, accordingly, the amount of Debt subject to the Guarantee and any other Debt of the Guarantor shall be excluded from any calculation thereunder. Notwithstanding any provision to the contrary in the Indenture or this Supplemental Indenture, no opinion, report or certificate, other than the Officers’ Certificate provided for in this Section 702(b), need be furnished to the Trustee for such release and termination. After its receipt of the aforementioned Officers’ Certificate, the Trustee shall execute any documents reasonably requested by either the Company or the Guarantor in order to evidence the release of the Guarantor from its obligations under the Guarantee under this Article Seven. (c) No supplemental indenture, amendment or waiver shall, without the consent of the Holder of each Outstanding Note, release the Guarantor from any of its obligations under Section 701, other than in accordance with the provisions of this Section 702 or the other release provisions set forth in the Indenture, or amend or modify the release provisions of this Section 702. (d) Notwithstanding the release provisions of Section 702(a), the Guarantor shall not be released from its obligations under this Article Seven and the Guarantee will not be terminated if, immediately after such release and termination (and, if applicable, after giving effect to any transaction to occur concurrently therewith), the Guarantor remains a co-obligor with or a guarantor for, as applicable, the obligations of the Company under any Existing Note. SECTION 703. AMALGAMATION, CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. (a) Unless the Guarantor has been released, or in connection with such transaction will be released, from its obligations under the Guarantee in accordance with the provisions of Section 702 hereof or any other release provision set forth in the Indenture, the Guarantor shall not amalgamate or consolidate with or merge with or into any other Person or convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person by liquidation, winding-up or otherwise (in one transaction or a series of related transactions) unless: (i) immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of the Guarantor or a Subsidiary of the Guarantor in connection with or as a result of such transaction as having been incurred at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (ii) either (x) the Guarantor shall be the continuing Person or (y) the Person (if other than the Guarantor) formed by such amalgamation or consolidation or into which the Guarantor is merged or the Person which acquires by conveyance, transfer, lease or other disposition the properties and assets of the Guarantor substantially as an entirety (the “Successor Guarantor”) shall, unless the Successor Guarantor is the Company, (A) be a corporation, company, partnership or trust organized and validly existing under the federal laws of Canada or any Province thereof or the laws of the United States of America or any State thereof or the District of Columbia and (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Guarantor under the Guarantee (provided, however, that the Successor Guarantor shall not be required to execute and deliver such a supplemental indenture in the event of an amalgamation of the Guarantor with one or more other Persons, in which the amalgamation is governed by the laws of Canada or any province thereof, the Successor Guarantor and the Guarantor are, immediately prior to such amalgamation, organized and existing under the laws of Canada or any province thereof and upon the effectiveness of such amalgamation, the Successor Guarantor shall have become or shall continue to be (as the case may be), by operation of law, liable for the observance of all obligations of the Guarantor under the Guarantee); and (iii) the Guarantor, the Company or the Successor Guarantor, as applicable, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition and, if a supplemental indenture is required in connection with such transaction (or series of transactions), such supplemental indenture, comply with this Section 703(a) and that all conditions precedent herein provided for relating to such transaction have been satisfied. (b) Upon any amalgamation, consolidation or merger, or any conveyance, transfer, lease or other disposition of the properties and assets of the Guarantor substantially as an entirety in accordance with Section 703(a), the Successor Guarantor shall succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Supplemental Indenture and the Indenture with the same effect as if such Successor Guarantor had been named as the Guarantor herein; and thereafter, except in the case of a lease, the Guarantor shall be released and relieved from all of its obligations under this Article Seven, and the Guarantee shall be terminated and be of no further force or effect.

  • Joinder of Guarantors Each of the Guarantors hereby joins in this Amendment to evidence its consent hereto, and each Guarantor hereby reaffirms its obligations set forth in the Credit Agreement, as hereby amended, and in each Guaranty Agreement and each other Loan Document given by it in connection therewith.

  • Acknowledgment of Guarantors The Guarantors acknowledge and consent to all of the terms and conditions of this Amendment and agree that this Amendment and all documents executed in connection herewith do not operate to reduce or discharge the Guarantors’ obligations under the Credit Documents.

  • Consent of Guarantors Each of the Guarantors shall have executed and delivered to the Agent the Consent.

  • Release of Guarantors In connection with (x) a Subsidiary Guarantor no longer being a Material Subsidiary or (y) the sale of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, such Subsidiary Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation of the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; (ii) no Event of Default shall then be in existence or would occur as a result of such release; (iii) the representations and warranties made by the Borrower and such Subsidiary Guarantor in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6.