Covenants of the Guarantor Sample Clauses
The "Covenants of the Guarantor" clause sets out the ongoing promises and obligations that the guarantor must fulfill under the agreement. These covenants typically require the guarantor to maintain certain financial standards, provide regular financial 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 requirements, the clause ensures the guarantor remains financially stable and capable of meeting their obligations, thereby protecting the interests of the party receiving the guarantee.
Covenants of the Guarantor. (a) The Guarantor will not, and will not permit any Subsidiary Guarantor to, create or permit to exist any Lien upon any property or assets, including Equity Interests issued by the Issuer or any Subsidiary Guarantor, in order to secure any Indebtedness of NEP, the Issuer, or such Subsidiary Guarantor without providing for the Guaranteed Securities to be equally and ratably secured with (or prior to) any and all such Indebtedness and any other Indebtedness similarly entitled to be equally and ratably secured, for so long as such Indebtedness is so secured; provided, however, that this restriction will not apply to, or prevent the creation or existence of:
(i) purchase money liens or purchase money security interests upon or in any property acquired by NEP, the Issuer or such Subsidiary Guarantor in the ordinary course of business to secure the purchase price or construction cost of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property or construction of improvements on such property;
(ii) Liens existing on property acquired by NEP, the Issuer or such Subsidiary Guarantor at the time of its acquisition, provided that such Liens were not created in contemplation of such acquisition and do not extend to any assets other than the property so acquired;
(iii) Liens securing Funded Debt recourse for which is limited to specific assets of NEP, the Issuer or such Subsidiary Guarantor created for the purpose of financing the acquisition, improvement or construction of the property subject to such Liens;
(iv) the replacement, extension or renewal of any Lien permitted by clauses (i) through (iii) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in the direct or indirect obligor) of the Indebtedness secured thereby;
(v) Liens upon or with respect to margin stock;
(vi) to the extent constituting Liens on Indebtedness, the rights of the parties to the Cash Sweep and Credit Support Agreement and the Management Services Agreement to borrow cash from NEP or any Subsidiary;
(vii) Liens securing Funded Debt of the Issuer or such Subsidiary Guarantor (including Indebtedness pursuant to the Existing Credit Agreement and the Existing Term Loan Agreements (including any secured Hedging Obligations)) that ranks no more senior in right of payment (irrespective of such Liens) than pari passu with the Guaranteed Securities; ...
Covenants of the Guarantor. Subject to the provisions of the Guarantor Agreement, the Guarantor covenants and agrees with the Bond Trustee that it shall:
(a) duly and punctually pay and discharge all monies and liabilities whatsoever which now are or at any time hereafter may (whether before or after the Security has become enforceable pursuant to this Agreement) become due and payable to the Bond Trustee (whether for its own account or as trustee for the Secured Creditors) or any of the other Secured Creditors by the Guarantor, whether actually or contingently, solely or jointly with one or more Persons and whether as principal or guarantor under or pursuant to this Agreement or any other of the Transaction Documents;
(b) observe, perform and satisfy all of its other obligations and liabilities under or pursuant to this Agreement and/or any of the Transaction Documents;
(c) not do anything inconsistent with the Security or knowingly to prejudice the Security or the Bond Trustee’s interest therein; and
(d) comply in all respects with the Priorities of Payments as set out in the Guarantor Agreement prior to and until service of a Guarantor Acceleration Notice on the Guarantor.
Covenants of the Guarantor. (a) The Guarantor, for so long as any Trust Preferred Securities remain outstanding, shall maintain, or shall cause a Qualified Subsidiary to maintain, 100% ownership of the Trust Common Security. Any transfer of the Trust Common Security from the Guarantor to a Qualified Subsidiary or from a Qualified Subsidiary to the Guarantor or to another Qualified Subsidiary is conditioned on the receipt by the Guarantor of an opinion of a nationally recognized law firm in the United States experienced in such matters to the effect that (A) the Company shall continue to be treated as a partnership for U.S. federal income tax purposes, (B) such transfer shall not cause the Company or the Trust to be classified as an association or publicly traded partnership taxable as a corporation for United States federal income tax purposes, (C) such transfer shall not cause the Company or the Trust to be required to register under the 1940 Act; (D) such transfer shall not adversely affect the limited liability of the holders of the Class B Preferred Securities and (E) such transfer shall not otherwise result in a Trust Special Redemption Event and/or a Company Special Redemption Event.
(b) For so long as any Trust Preferred Securities remain outstanding, the Guarantor shall cause the Trust to remain a statutory trust and shall use its commercially reasonable efforts to ensure that the Trust shall not be classified as other than a grantor trust for U.S. federal income tax purposes.
(c) The Guarantor, for so long as any of the Trust Securities are outstanding, shall not permit, or take any action to cause, the dissolution, liquidation, termination or winding up of the Trust, unless (i) a Trust Special Redemption Event or a Company Special Redemption Event occurs or (ii) the Company is in liquidation and the approval of any necessary regulatory authorities to such action has been received.
Covenants of the Guarantor. The Guarantor covenants and agrees through the Termination Date, that:
Covenants of the Guarantor. The Guarantor hereby covenants in favor of the Security Trustee as follows:
(a) The Guarantor agrees not to create any Lien on the Aircraft or the other Collateral and shall take all necessary action to remove and release any such Lien if created by Guarantor and shall reimburse and indemnify the Security Trustee, and each other party to any of the Basic Documents (excluding Lessee), for any loss incurred as a result of any such Lien created by Guarantor.
(b) The Guarantor shall not take any action to cause the Borrower or Lessee not to comply, or to prohibit the Borrower or Lessee from complying, with its covenants, agreements and undertakings set forth in the Basic Documents to which the Borrower or Lessee is or will become a party. 24007447915-v4 - 4 - 80-41061491
(c) From time to time the Guarantor agrees that it will do all such acts, execute, acknowledge and deliver all such instruments and make all filings and recordings in all jurisdictions as it shall be reasonably requested by the Security Trustee to do or execute for the purpose of fully carrying out and effectuating this Agreement and the intent hereof.
(d) The Guarantor shall not, and shall not permit the Borrower or Lessee to, liquidate, dissolve or consolidate with or merge into or with any other Person without the prior written consent of the Security Trustee (acting on behalf of the Secured Parties).
(e) The Guarantor shall not at any time institute against the Borrower or Lessee or cause the Borrower or Lessee to make a voluntary filing or consent to an involuntary filing with respect to itself in any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or any other Insolvency Proceeding.
(f) The Guarantor will deliver to the Administrative Agent and each Lender:
(i) as soon as available, and in any event within 180 days after the end of each fiscal year of the Guarantor (commencing with the fiscal year ended December 31, 2023), a consolidated balance sheet of the Guarantor and its Subsidiaries as at the end of such fiscal year and the related consolidated statements of income or operations, shareholders' equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, audited and accompanied by a report and opinion of independent public accountants of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards (and shall not...
Covenants of the Guarantor. The Guarantor agrees as follows:
Covenants of the Guarantor. The Guarantor hereby covenants and agrees that through the Termination Date:
(a) To the extent administratively feasible and permissible under all applicable Laws, it will provide the Trust, promptly upon becoming aware of the same, with written notice of the commencement of any conservatorship, receivership or other Bankruptcy Event with respect to the Guarantor;
(b) It shall comply in all material respects with the terms and provisions of all requirements of Law applicable to the Guarantor and it shall obtain and maintain all licenses, permits, charters and registrations that are necessary to the conduct of its business except to the extent the failure to comply with any such requirement of Law or obtain or maintain any such license, permit, charter or registration could not reasonably be expected to have a Material Adverse Effect with respect to the Capital Protection Provider; and
(c) It shall promptly and fully perform all of, and comply in all respects with, its obligations (i) under each Capital Protection Document to which it is a party, and (ii) under each other agreement, instrument or contract delivered in connection with a Capital Protection Document and by which it is bound, except in each case to the extent that such non-performance would not reasonably be expected to have a Material Adverse Effect with respect to the Capital Protection Provider.
Covenants of the Guarantor. The Guarantor covenants and agrees that until all of the Guaranteed Obligations have been paid in full:
Covenants of the Guarantor. 1. Having obtained the authorization for the guarantee under this Contract in accordance with relevant provisions and procedures.
2. Having provided the Lender with true, complete and valid financial statements, articles of incorporation or other relevant data and information, and having accepted the Lender’s supervision and inspection against its production operations and financial status.
3. The Guarantor is willing to fulfill guarantee liabilities in the event that the Borrower fails to repay debts as stipulated in master contract.
4. In case the Guarantor fails to fulfill guarantee liabilities as stipulated in the Contract, the Lender has the right to deduct directly relevant amounts from the account that the Guarantor opens in the Lender’s bank.
5. In any of the following situations, the Guarantor shall notify the Lender immediately in writing:
(1) The Guarantor changes its name, address, legal representative, contact way, etc.;
(2) The Guarantor changes it subordinate relationship, senior personnel, articles of incorporation or organizational structure;
(3) The financial status or production operations of the Guarantor is in trouble, or having material lawsuit or arbitration to the Guarantor;
(4) The Guarantor shuts down, goes out of business, suspends business for rectification, or files for bankruptcy or reorganization, etc.;
(5) The business license of the Guarantor is cancelled or revoked, or it is ordered to close down, or other grounds for dissolution has occurred; or
(6) The events happen to the Guarantor that are adverse to the realization of ▇▇▇▇▇▇’s rights by the Lender;
6. In the event of carrying out any of the following actions, the Guarantor shall notify the Lender 15 days in advance and obtain its written consent:
(1) The Guarantor changes its capital structure or management system, including, but not limited to, contract, lease, shareholding reform, joint-operation, merger, division, joint venture, reduction of capital, transfer of assets, filing for reorganization, reconciliation or bankruptcy; or
(2) The Guarantor provides guarantee to a third party or creates mortgage or pledge for the debts of it or a third party, which may impact its fulfillment of the guarantee liabilities under the Contract.
Covenants of the Guarantor. (a) The Guarantor, for so long as any Trust Securities or Company Preferred Securities remain outstanding, shall not issue any preferred or preference shares or any other securities that qualify as Tier 1 capital for the Guarantor ranking senior in liquidation to its obligations under the Guarantees or the Contingent Guarantee, or give any guarantee in respect of any preferred securities, preferred or preference shares or any other securities that qualify as Tier 1 capital for the Guarantor issued by any of its subsidiaries if such guarantee would rank senior to the Guarantees or the Contingent Guarantee, unless the Guarantees and the Contingent Guarantee are amended to give the Holders and the holders of the Company Preferred Securities such rights and entitlements as are contained in or attached to such other guarantee so that the Guarantees and the Contingent Guarantee rank pari passu with such guarantee and pari passu on liquidation with any declared distribution or declared liquidation payments of such preferred or preference shares.
(b) The Guarantor shall pay all amounts required to be paid pursuant to the Guarantees and the Contingent Guarantee in respect of any Distributions on the Trust Preferred Securities and dividends on the Company Preferred Securities, payable in respect of the most recent Distribution Period prior to any dividend or other payment (except dividends in the form of the Ordinary Shares) upon the Ordinary Shares (whether issued directly or by a subsidiary of the Guarantor and entitled to the benefits of a guarantee ranking junior to the Guarantees and the Contingent Guarantee).
(c) The Guarantor, for so long as any Trust Securities or Company Preferred Securities remain outstanding, shall maintain, or shall cause the Bank, AANAH or any one or more Qualified Subsidiaries (each, a “Potential Securityholder”) to maintain, 100% ownership of the Company Common Securities and the Trust Common Securities. The Guarantor may permit the transfer of the Company Common Securities from one Potential Securityholder to another Potential Securityholder, provided that prior to such transfer it has received an opinion of a nationally recognized law firm experienced in such matters to the effect that (A) the Company will continue to be treated as a partnership for United States federal income tax purposes, and such transfer will not cause the Company to be classified as an association or publicly traded partnership taxable as a corporation for Uni...