Form of Subsidiary Guaranty Clause Samples

Form of Subsidiary Guaranty. This Guaranty is made as of , by , a (“Guarantor”), to and for the benefit of ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A., individually (“▇▇ ▇▇▇▇▇▇ Chase Bank”) and as administrative agent (“Administrative Agent”) for itself and the lenders under the Term Loan Agreement (as defined below) and their respective successors and assigns (collectively, the “Lenders”).

Form of Subsidiary Guaranty. Exhibit J. . . Form of Lock Up and Tag-Along Rights Agreement Exhibit K. . . Form of Escrow Agreement Exhibit L. . . Annual Budget Schedule 1 . . Purchasers Schedule 3.6 . Financial Statements Schedule 3.7 . Compliance with Law Schedule 3.8 . No Defaults Schedule 3.9 . Litigation Schedule 3.10. Absence of Certain Changes Schedule 3.11. No Undisclosed Liabilities Schedule 3.13. Taxes Schedule 3.14. Interests of Officers, Directors and Other Affiliates Schedule 3.15. Intellectual Property Schedule 3.16. Restrictions on Business Activities Schedule 3.18. Major Customers and Suppliers; Supplies Schedule 3.20. Insurance Schedule 3.21. Subsidiaries and Investments Schedule 3.23. Rights, Warrants, Options Schedule 3.24. Real Property Schedule 3.25. Labor Relations Schedule 3.26A Employment Agreements Schedule 3.26B Employee Benefit Plans Schedule 3.30. Licenses; Compliance With Regulatory Requirements Schedule 3.31. Title to Securities Schedule 3.32. Related Parties Schedule 3.33. List of Accounts Schedule 3.34. Material Agreements Schedule 3.35. Guaranties Schedule 3.36. Brokers Schedule 3.37. Arm's Length Transactions Schedule 3.42. Disclosure NOTE AND WARRANT PURCHASE AGREEMENT SERIES A 10% SENIOR SECURED CONVERTIBLE NOTES SERIES A WARRANTS TO PURCHASE COMMON STOCK NOTE AND WARRANT PURCHASE AGREEMENT (the "Agreement") dated as of August 18, 2000, by and between MERLIN SOFTWARE TECHNOLOGIES INTERNATIONAL, INC., a Nevada corporation (the "Seller"), MERLIN SOFTWARE TECHNOLOGIES, INC., a Nevada corporation (the "Subsidiary"), and NARRAGANSETT I, L.P., a Delaware limited partnership, NARRAGANSETT OFFSHORE LTD., a Cayman Islands corporation, Pequot Scout Fund, L.P., a Delaware limited partnership and SDS Merchant Fund, L.P., a Delaware limited partnership, (collectively, the "Purchasers").

Form of Subsidiary Guaranty. The Registrant hereby agrees to furnish supplementally a copy of any omitted Exhibit to the Commission upon request.

Form of Subsidiary Guaranty. This Subsidiary Guaranty dated as of May 22, 2018 (the “Guaranty”) is among each of the undersigned and any other Subsidiary of the Parent (as defined below) that becomes party to this Guaranty from time to time (individually a “Guarantor” and collectively, the “Guarantors”) in favor of W▇▇▇▇ Fargo Bank, National Association, as Administrative Agent for the ratable benefit of the holders of the Guaranteed Obligations (as defined below) (the “Guaranteed Parties”).

Form of Subsidiary Guaranty. In addition, each Guarantor agrees to pay any and all present or future stamp, court or documentary taxes and any other excise or property taxes or charges or similar levies which arise from any payment made under the Guarantor Documents or from the execution, delivery, performance, enforcement or registration of, or otherwise with respect to, the Guarantor Documents (hereinafter referred to as “Other Taxes”).

Form of Subsidiary Guaranty. THIS SUBSIDIARY GUARANTY (this “Subsidiary Guaranty”) dated as of , 20 , executed and delivered on a joint and several basis by each of the undersigned and the other Persons from time to time party hereto pursuant to the execution and delivery of an Accession Agreement in the form of Annex I hereto (all of the undersigned, together with such other Persons each a “Subsidiary Guarantor” and collectively, the “Subsidiary Guarantors”) in favor of each Purchaser (as hereafter defined) and each other holder of Notes (as hereafter defined) (individually, a “Noteholder” and collectively, the “Noteholders”).

Form of Subsidiary Guaranty. This Guaranty is made as of , by , a (“Guarantor”), to and for the benefit of Bank of America, N.A., individually (“Bank of America”) and as administrative agent (“Administrative Agent”) for itself and the lenders under the Term Loan Agreement (as defined below) and their respective successors and assigns (collectively, the “Lenders”).

Form of Subsidiary Guaranty. (a) It is a corporation, partnership limited liability company or establishment (or for certain entities organized under the laws of Liechtenstein, a legal entity in the form of “Anstalt” under the laws of Liechtenstein) duly and properly incorporated or formed, validly existing and in good standing under the laws of its jurisdiction of incorporation or formation, and has all requisite authority to conduct its business as a foreign person in each jurisdiction in which its business is conducted, except where the failure to have such requisite authority would not have a Material Adverse Effect. (b) It has the power and authority and legal right to execute and deliver this Guaranty and to perform its obligations hereunder. The execution and delivery by it of this Guaranty and the performance by each of its obligations hereunder have been duly authorized by proper proceedings, and this Guaranty constitutes a legal, valid and binding obligation of each Guarantor, enforceable against such Guarantor, in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally. (c) Neither the execution and delivery by it of this Guaranty, nor the consummation by it of the transactions herein contemplated, nor compliance by it with the terms and provisions hereof, will (i) violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on it or its certificate or articles of incorporation or by‑laws, limited liability company or partnership agreement (as applicable) or the provisions of any indenture, instrument or material agreement to which it is a party or is subject, or by which it, or its property, is bound, (ii) or conflict with or constitute a default thereunder, except such interference or default which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, or (iii) result in the creation or imposition of any Lien in, of or on its property pursuant to the terms of any such indenture, instrument or material agreement. No order, consent, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, any Governmental Authority, is required to authorize, or is required in connection with the execution, delivery and performance by it of, or the legality, validity, binding effect or enforceability against it of, this Guaranty. In addition to the for...

Form of Subsidiary Guaranty. Subsidiary Guaranty, dated as of , 200 by and among the undersigned (the “Subsidiary Guarantor”), in favor of each of the Banks (as defined herein) and Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for itself and for the other financial institutions (collectively, the “Banks”) which are or may become parties to the Term Loan Agreement dated as of May 15, 2008, among AvalonBay Communities, Inc. (the “Borrower”), the Administrative Agent, and the Banks (as amended, supplemented or otherwise modified from time to time, the “Loan Agreement”). Capitalized terms used herein without definition shall have the meanings ascribed to them in the Loan Agreement.