Addition of a Guarantor Clause Samples

The Addition of a Guarantor clause establishes the process and conditions under which a new guarantor may be added to an existing agreement. Typically, this clause outlines the requirements for the new guarantor to formally join the contract, such as executing a deed of accession or providing necessary documentation, and may specify the approval process by the original parties. Its core function is to ensure that any new guarantor is legally bound by the same obligations as the original guarantors, thereby maintaining the integrity and enforceability of the guarantee and addressing the need for additional security or risk coverage.
Addition of a Guarantor. In accordance with Section 2.05(b) of the Indenture, the following entity hereby agrees to fully, absolutely and unconditionally guaranty the due and punctual payment of the principal of and interest (and payment of Additional Amounts) on all Outstanding Securities when and as the same shall become due and payable on a pari passu basis. Sky In-Home Service Limited England and Wales Section 202. References in the Indenture. By reason of the addition of the Additional Guarantor as a Guarantor pursuant to Section 201 hereof and the continuation, as Guarantors, of the Current Guarantors under the Indenture, each reference in the Indenture to the “Guarantors” is hereby deemed to refer to the following entities, and each reference in the Indenture to a “Guarantor” is hereby deemed to refer to each of such entities: Name Jurisdiction of Incorporation British Sky Broadcasting Limited England and Wales BSkyB Finance UK plc England and Wales Name Jurisdiction of Incorporation BSkyB Investments Limited England and Wales BSkyB Publications Limited England and Wales Sky In-Home Service Limited England and Wales Sky Subscribers Services Limited England and Wales
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Addition of a Guarantor. In accordance with Section 1007 of the Indenture, the following entity hereby agrees to fully, absolutely and unconditionally guaranty the due and punctual payment of the principal of and interest (and payment of Additional Amounts) on all Outstanding Securities when and as the same shall become due and payable on a pari passu basis. BSkyB Investments Limited England and Wales Section 202. References in the Indenture. By reason of the addition of BSkyB Investments Limited as a Guarantor pursuant to Section 201 hereof and the continuation, as Guarantors, of the Guarantors under the Indenture, each reference in the Indenture to the “Guarantors” is hereby deemed to refer to the following entities, and each reference in the Indenture to a “Guarantor” is hereby deemed to refer to each of such entities: British Sky Broadcasting Limited England and Wales Sky Subscribers Services Limited England and Wales BSkyB Investments Limited England and Wales
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Addition of a Guarantor. The New Guarantor hereby agrees to guarantee payment of the Securities as a Subsidiary Guarantor, on the same terms and conditions as those set forth in Article X of the Original Indenture.
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Addition of a Guarantor. 2.2.1 If a Guarantee Entity (as such term is defined in the Trust Deed) becomes a Guarantor of any outstanding Tranche of Notes pursuant to Clause 9.4.2 of the Trust Deed, then at the time it becomes a Guarantor pursuant to Clause 9.4.2 of the Trust Deed, the Issuer undertakes to the Agents and the Trustee to procure that such Guarantee Entity shall execute and deliver a deed of accession to this Agreement (such deed of accession to be in form and substance satisfactory to the Agents and the Trustee), and will submit with such deed of accession such opinion(s) as the Agents and the Trustee shall require pursuant to which such Guarantee Entity shall irrevocably and unconditionally assume, on a joint and several basis with all other Guarantors (if any), all of the liabilities and obligations of a Guarantor contained in this Agreement. 2.2.2 Each other Guarantor under this Agreement undertakes to the Agents and the Trustee that it will consent to any such entity becoming a Guarantor pursuant to this Clause 2.2 by executing such deed of accession to this Agreement.
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Related to Addition of a Guarantor

  • Resignation of a Guarantor (a) The Company may request that a Guarantor (other than the Company) ceases to be a Guarantor by delivering to the Agent a Resignation Letter. (b) The Agent shall accept a Resignation Letter and notify the Company and the Lenders of its acceptance if:

  • Release of a Guarantor (a) Upon (i) the sale or disposition of the Capital Stock of a Guarantor (other than the Company) by the Company in compliance with Section 4.16 or the consolidation or merger of a Guarantor with or into any Person in compliance with Article 5, in each case, (A) other than to the Company or a Restricted Subsidiary of the Company and (B) in a transaction following which the applicable Guarantor is no longer a Restricted Subsidiary or (ii) the liquidation or dissolution of any Guarantor (other than the Company) in accordance with this Indenture, such Guarantor’s Guarantee pursuant to this Article 10 shall be released, and such Guarantor shall be deemed released from all Obligations under this Indenture and the Securities without any further action required on the part of the Trustee or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x) (1) if such Guarantor is released from any and all guarantees of Indebtedness of the Issuer and the Company and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release of such Guarantor’s Guarantee, (y) if the Company designates such Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.03 and the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereof. (b) The Trustee shall deliver an appropriate instrument evidencing the release of a Guarantor upon receipt of a request by the Issuer or such Guarantor accompanied by an Officer’s Certificate of the Issuer and, upon written request, an Opinion of Counsel certifying as to the compliance with this Section 10.04; provided the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officer’s Certificates of the Issuer. The Trustee shall execute any documents reasonably requested by the Issuer or a Guarantor in order to evidence the release of such Guarantor from its Obligations under its Guarantee pursuant to this Article 10. Except as set forth in Articles 4 and 5 and this Section 10.04, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of a Guarantor with or into the Issuer or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Issuer or another Guarantor.

  • Limitation on Subsidiary Guarantor Liability Each Subsidiary Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Subsidiary Guarantee of such Subsidiary Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Subsidiary Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Subsidiary Guarantors hereby irrevocably agree that the obligations of such Subsidiary Guarantor will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Subsidiary Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under this Article Ten, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent transfer or conveyance. Each Subsidiary Guarantor that makes a payment for distribution under its Subsidiary Guarantee is entitled to a contribution from each other Subsidiary Guarantor in a pro rata amount based on the adjusted net assets of each Subsidiary Guarantor.

  • Release of a Subsidiary Guarantor (a) Notwithstanding anything to the contrary in this Indenture, a Subsidiary Guarantee as to any Subsidiary Guarantor shall automatically terminate and be of no further force or effect and such Subsidiary Guarantor shall be deemed to be released and discharged from all obligations under this Article 10 upon: (i) a sale or other disposition of all or substantially all of the assets of any Subsidiary Guarantor, by way of merger, consolidation or otherwise permitted under this Indenture; (ii) a sale or other disposition of all of the capital stock of any Subsidiary Guarantor permitted under this Indenture; (iii) the Issuers’ exercise of their legal defeasance option as described under Section 8.04 or if the Issuers’ obligations under this Indenture are discharged in accordance with the terms of this Indenture; (iv) such Person is the parent holding company of a Real Estate Subsidiary party to a Qualified Real Estate Financing Facility if such guaranty is prohibited by the terms of such Qualified Real Estate Financing Facility; (v) the Issuers designating such Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the provisions set forth under Section 4.04 and the definition of “Unrestricted Subsidiary”; (vi) if any such Subsidiary Guarantor no longer guarantees any Reference Indebtedness or any Reference Indebtedness of such Subsidiary Guarantor is no longer outstanding; or (vii) the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Obligations under the Credit Facilities or other exercise of remedies in respect thereof. Notwithstanding the foregoing, any Subsidiary Guarantor will automatically be released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force and effect, upon the merger or consolidation of any Subsidiary Guarantor with and into an Issuer or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation or dissolution of such Subsidiary Guarantor following the transfer of all of its assets to an Issuer or another Subsidiary Guarantor.

  • Guarantor The word "Guarantor" means and includes without limitation each and all of the guarantors, sureties, and accommodation parties in connection with any Indebtedness.