Covenants of Guarantors Clause Samples
The Covenants of Guarantors clause sets out specific promises and obligations that guarantors must fulfill under a contract. Typically, these covenants require guarantors to maintain certain financial standards, provide timely information, or refrain from actions that could undermine their ability to honor the guarantee, such as incurring excessive debt or disposing of key assets. By clearly outlining these ongoing responsibilities, the clause helps ensure the guarantor remains creditworthy and capable of meeting their obligations, thereby protecting the interests of the party relying on the guarantee.
Covenants of Guarantors. Guarantors hereby covenant and agree with Lender that until all indebtedness guaranteed hereby has been completely repaid and all obligations and undertakings of Borrower under, by reason of, or pursuant to the Note and the other Loan Documents have been completely performed and Lender has no further obligation to make Loans or issue Letters of Credit, Guarantors will comply with any and all covenants applicable to Guarantors set forth in the Credit Agreement.
Covenants of Guarantors. Each Guarantor covenants and agrees that it shall comply with and perform all covenants given on behalf of or with respect to such Guarantor (whether expressly or as a Subsidiary) contained in Sections 6 and 7 of the Credit Agreement and in all other Loan Documents.
Covenants of Guarantors. 5.01 Each Guarantor covenants and agrees that:
(a) It shall pay and discharge all taxes now or hereafter imposed on it, on its income or profits, on any of its property or upon the liens provided herein prior to the date on which penalties attach thereto; it shall promptly pay any valid, final judgment enforcing any such tax and cause the same to be satisfied of record and shall also pay, or cause to be paid, when due all claims for labor, material, supplies or services that, if unpaid, could by law result in a mechanics’ lien.
(b) It shall notify the Buyer promptly upon obtaining knowledge of any material action, suit or proceeding at law or in equity by or before any government authority, arbitral tribunal or other body pending or threatened against it or the Seller.
5.02 NCMC covenants and agrees that:
(a) It shall not (i) create, incur, assume or permit to exist any lien upon any of the Pledged Collateral, or (ii) directly or indirectly create, incur or suffer to exist any indebtedness payable by the Seller except any indebtedness incurred under the Program Documents.
(b) Without the prior written consent of the Buyer, it will not (i) vote to enable, or take any other action to permit, the Seller to issue any ownership or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any ownership interest or other equity securities of the Seller or (ii) sell, assign, transfer, exchange or otherwise dispose of, or grant any option with respect to, the Pledged Collateral.
(c) It shall not file or cause or suffer to be filed with respect to the Seller a voluntary petition in bankruptcy to seek relief for the Seller under any provision of any bankruptcy, reorganization, moratorium, delinquency, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction whether now or subsequently in effect, or consent to the filing of any petition against the Seller under any such law, or consent to the appointment of or taking possession by a custodian, receiver, conservator, trustee, liquidator, sequestrator or similar official for the Seller, or of all or any part of the Seller’s property, or make an assignment for the benefit of the Seller.
Covenants of Guarantors. Guarantors hereby covenant and agree with each Guaranteed Party that until all Guaranteed Obligations have been repaid in full in cash, all obligations and undertakings (other than contingent obligations for indemnification, expense reimbursement, tax gross-up or yield protection as to which no claim has been made, and any Letters of Credit collateralized on terms acceptable to the relevant Issuing Bank in its sole discretion) of Borrower under, by reason of, or pursuant to the Note and the other Loan Documents have been completely performed and the Lenders have no further obligation to advance Loans or issue Letters of Credit under the Credit Agreement, Guarantors will comply with any and all covenants applicable to Guarantors set forth in the Credit Agreement.
Covenants of Guarantors. 5.01 Each Guarantor covenants and agrees that:
(a) It shall pay and discharge all taxes now or hereafter imposed on it, on its income or profits, on any of its property or upon the liens provided herein prior to the date on which penalties attach thereto; it shall promptly pay any valid, final judgment enforcing any such tax and cause the same to be satisfied of record and shall also pay, or cause to be paid, when due all claims for labor, material, supplies or services that, if unpaid, could by law result in a mechanics' lien.
(b) It shall notify the Buyer promptly upon obtaining knowledge of any material action, suit or proceeding at law or in equity by or before any government authority, arbitral tribunal or other body pending or threatened against it or the Seller.
Covenants of Guarantors. Guarantors hereby covenant and agree with Lender that until all indebtedness guaranteed hereby has been completely repaid, all obligations and undertakings of Borrower under, by reason of, or pursuant to the Note, any Letter of Credit and the Loan Documents have been completely performed and Lender has no further obligation to make Loans or issue Letters of Credit to Borrower pursuant to the Loan Agreement, Guarantors shall, and shall cause their respective Subsidiaries to, at all times comply with all covenants and provisions of the Loan Agreement and the Loan Documents applicable to Guarantors. Guarantors will cooperate with Lender and execute such further instruments and documents as Lender shall reasonably request to carry out to their satisfaction the transactions contemplated by this Guaranty and the other Loan Documents.
Covenants of Guarantors. Guarantors hereby covenant and agree with Lender that until all Obligations have been completely paid and performed and the obligations of Lender under the Loan Agreement have terminated:
(a) each Guarantor will, and will cause their respective Subsidiaries to, cause to be done all things necessary to preserve and keep in full force and effect its legal existence, rights and franchises, to effect and maintain all foreign qualifications, licensing, domestication or authorization, and to comply in all material respects with all applicable laws and regulations with respect to the foregoing (including, without limitation, environmental laws). No Guarantor shall, without the prior written consent of Lender, make any material changes to the accounting principles used by such Guarantor in preparing the financial statements heretofore delivered to Lender or change its fiscal year;
(b) each Guarantor will, and will cause their respective Subsidiaries to, keep complete, proper and accurate records and books of account in which full, true and correct entries will be made in accordance with generally accepted accounting principles consistent with the preparation of the financial statements heretofore delivered to Lender and will maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation and amortization of its properties, all other contingencies, and all other proper reserves in the same manner, and to the same extent, that it has, to the extent applicable, kept and maintained its records and books and maintained accounts and reserves for the foregoing;
(c) each Guarantor will continue to engage primarily in the businesses now conducted by it;
(d) each Guarantor will, and will cause their respective Subsidiaries to, maintain and keep the properties used or deemed by it to be useful in its business in good repair, working order and condition, and make or cause to be made all necessary and proper repairs thereto and replacements thereof;
(e) each Guarantor will not make or permit to be made, by voluntary or involuntary means, any transfer, dilution or encumbrance of its direct or indirect interest in the Subject Properties, except as expressly permitted in the Loan Agreement;
(f) each Guarantor will not become a party to any merger, consolidation or other business combination, or agree to effect any asset acquisition, stock acquisition or other acquisition or dissolution or liquidation, without the prior written consent of Lender, e...
Covenants of Guarantors. Each Guarantor hereby agrees that, so long as it remains obligated hereunder:
Covenants of Guarantors. Each Guarantor covenants and agrees with each Administrative Agent and the Lenders that, from and after the date of this Agreement until the Obligations shall have been paid in full, no Bankers' Acceptance shall be outstanding and the Commitments shall have terminated:
Covenants of Guarantors. 5.01 Each Guarantor covenants and agrees that:
(a) It shall pay and discharge all taxes now or hereafter imposed on it, on its income or profits, on any of its property or upon the liens provided herein prior to the date on which penalties attach thereto; it shall promptly pay any valid, final judgment enforcing any such tax and cause the same to be satisfied of record and shall also pay, or cause to be paid, when due all claims for labor, material, supplies or services that, if unpaid, could by law result in a mechanics’ lien; and
(b) It shall notify the Buyer promptly upon obtaining knowledge of any material action, suit or proceeding at law or in equity by or before any government authority, arbitral tribunal or other body pending or threatened against it or the Seller.
5.02 NCMC covenants and agrees that:
(a) It shall not directly or indirectly create, incur or suffer to exist any indebtedness payable by the Seller except any indebtedness incurred under the Program Documents; and