Guarantee by Subsidiary Sample Clauses
A Guarantee by Subsidiary clause requires a subsidiary company to assume responsibility for fulfilling certain obligations, typically those of its parent company, under a contract. In practice, this means that if the parent company fails to meet its contractual commitments, the subsidiary is legally bound to step in and perform or pay as required. This clause is commonly used in financing or supply agreements to provide additional assurance to the other party. Its core function is to reduce the risk of non-performance by ensuring that there is an additional, legally accountable entity backing the obligations.
Guarantee by Subsidiary. The Company shall cause (i) each Restricted Subsidiary that is formed or acquired after the date hereof and (ii) each Subsidiary that becomes a Restricted Subsidiary after the date hereof, in each case concurrently therewith, to (i) become a Subsidiary Guarantor hereunder and execute and deliver to the Trustee a Subsidiary Guarantee in the form of Exhibit C attached hereto and a supplemental indenture in form reasonably satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Issuers' Obligations as set forth in Section 10.8 of this Indenture; and (ii) execute a Security Agreement (substantially in the form of the Security Agreement entered into on the Issue Date) and other Security Documents necessary or reasonably requested by the Trustee to grant the Trustee a valid, enforceable, perfected Lien on the Collateral described therein, subject only to Liens permitted under Section 4.12; and (iii) cause such Restricted Subsidiary to deliver to the Trustee an Opinion of Counsel, in form reasonably satisfactory to the Trustee, that (i) such Security Agreement, supplemental indenture and Subsidiary Guarantee have been duly authorized, executed and delivered by such Restricted Subsidiary and (ii) such Security Agreement, this Indenture and such Subsidiary Guarantee constitute a legal, valid, binding and enforceable obligation of such Restricted Subsidiary, subject to customary assumptions and exceptions, including for bankruptcy, fraudulent transfer and equitable principles. Each Note issued after the date of execution by any Subsidiary Guarantor of a Subsidiary Guarantee shall be endorsed with a form of Subsidiary Guarantee that has been executed by such Subsidiary Guarantor. However, the failure of any Note to have endorsed thereon a Subsidiary Guarantee executed by such Subsidiary Guarantor shall not affect the validity or enforceability of such Subsidiary Guarantee against such Subsidiary Guarantor.
Guarantee by Subsidiary. Promptly upon any Person becoming a ----------------------- Subsidiary of the Company, the Company covenants that it will cause such Subsidiary to execute and deliver to the Investors such appropriate documents, including this Agreement and the Subsidiary Guarantee, to become a guarantor under this Agreement and the Subsidiary Guarantee.
Guarantee by Subsidiary. 82 Section 10.13 Release of Guarantors ..................................... 83
Guarantee by Subsidiary. 22 6S. Issuance of Convertible Preferred Stock with Interest Notes........................ 22 6T.
Guarantee by Subsidiary. 83 SECTION 10.7 Release of Subsidiary Guarantors........................... 83 SECTION 10.8 [Gaming Law and Liquor Law Considerations.................. 83
Guarantee by Subsidiary. 100 Section 10.13. Release of Guarantors.................................................................... 100 Section 10.14. Gaming Law Considerations................................................................ 101 Page ---- ARTICLE 11 MISCELLANEOUS............................................................................ 102 Section 11.1. Trust Indenture Act Controls............................................................. 102 Section 11.2. Notices.................................................................................. 102 Section 11.3. Communication by Holders with Other Holders.............................................. 104 Section 11.4. Certificate and Opinion as to Conditions Precedent....................................... 104 Section 11.5. Statements Required in Certificate or Opinion............................................ 104 Section 11.6. Rules by Trustee and Agents.............................................................. 105 Section 11.7. Legal Holidays........................................................................... 105 Section 11.8. No Recourse Against Others............................................................... 105 Section 11.9. Governing Law............................................................................ 105 Section 11.10. No Adverse Interpretation of Other Agreements............................................ 106 Section 11.11. Successors............................................................................... 107 Section 11.12. Severability............................................................................. 107 Section 11.13. Counterpart Originals.................................................................... 107 Section 11.14. Table of Contents, Headings, etc......................................................... 107 EXHIBIT A - FORM OF NOTE............................................................................. A-1 EXHIBIT B - CERTIFICATE OF TRANSFEROR................................................................ B-1 EXHIBIT C - FORM OF GUARANTY......................................................................... C-1 EXHIBIT D - FORM OF INTERCREDITOR AGREEMENT.......................................................... D-1 EXHIBIT E - FORM OF PREFERRED SHIP MORTGAGE.......................................................... E-1 EXHIBIT F - FORM OF SECURITY AGREEMENT............................................................... ▇-▇ ▇▇▇▇▇▇▇ ▇ ...
Guarantee by Subsidiary. [intentionally omitted]