Guaranty by Subsidiaries. (a) Subject to clause (b) of this SECTION 5.17, the Company will cause each Subsidiary which delivers a Guaranty after the Closing Date to concurrently enter into a Subsidiary Note Guaranty, and within three Business Days thereafter shall deliver to each of the holders of the Notes the following items: (1) an executed counterpart of the Subsidiary Note Guaranty or a joinder agreement pursuant to which such Subsidiary becomes a party to the 2002 Subsidiary Note Guaranty and the Existing Subsidiary Note Guaranty; (2) a certificate signed by an executive officer of such Subsidiary making representations and warranties to the effect of those contained in Sections 2, 10, 12 and 17 of Exhibit C to the Note Agreements, but with respect to such Subsidiary and such Subsidiary Note Guaranty and the 2002 Subsidiary Note Guaranty and Existing Subsidiary Note Guaranty; (3) such documents and evidence with respect to such Subsidiary as the Requisite Holders may reasonably request in order to establish the existence and good standing of such Subsidiary and the authorization of the transactions contemplated by such Subsidiary Note Guaranty and the 2002 Subsidiary Note Guaranty and Existing Subsidiary Note Guaranty; and (4) an opinion of counsel satisfactory to the Requisite Holders to the effect that such Subsidiary Note Guaranty or the joinder agreement pursuant to which such Subsidiary has become a party to the 2002 Subsidiary Note Guaranty and the Existing Subsidiary Note Guaranty, as the case may be, has been duly authorized, executed and delivered and constitutes the legal, valid and binding contract and agreement of such Subsidiary enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' rights generally and by general equitable principles.
Appears in 2 contracts
Sources: Note Agreement (Universal Forest Products Inc), Note Agreement (Universal Forest Products Inc)
Guaranty by Subsidiaries. (a) Subject The Company will cause (i) each Subsidiary that delivers a guarantee, or otherwise, directly or indirectly, incurs a Guaranty, in respect of obligations of the Company or any Domestic Subsidiary under the Credit Agreement or any other Loan Document (as defined in the Credit Agreement), or otherwise becomes liable as a borrower, co-borrower or other obligor under the Credit Agreement or any other Loan Document (as defined in the Credit Agreement) (other than (x) as a Foreign Subsidiary Borrower solely with respect to its direct obligations, (y) as an obligor solely with respect to its direct obligations under a Rate Management Transaction (as defined in the Credit Agreement) or (z) as a Foreign Subsidiary pledging collateral under a Collateral Document (as defined in the Credit Agreement) solely to secure the obligations of one or more Foreign Subsidiaries), to concurrently execute and deliver to Prudential and the holders of the Notes, a Subsidiary Guaranty, or a joinder in respect thereof, with respect to the Notes and (ii) each Material Domestic Subsidiary to execute and deliver to Prudential and the holders of the Notes, a Subsidiary Guaranty, or a joinder in respect thereof, with respect to the Notes within the timeframe contemplated by the last sentence of this Section 9.8(a). If the foregoing clause (ii) requires the addition of one or more Domestic Subsidiaries as Subsidiary Guarantors based on assets as of the end of a fiscal quarter and/or revenues during the period of four fiscal quarters ended as of the end of a fiscal quarter, then the addition of such Domestic Subsidiary or Domestic Subsidiaries as a Subsidiary Guarantor or Subsidiary Guarantors shall be consummated on or prior to the date upon which the Company’s delivery of financial statements under Section 7.1 after the end of such fiscal quarter is due.
(b) of this SECTION 5.17, the The Company will cause each Subsidiary which delivers a Guaranty after the Closing Date required to concurrently enter into deliver a Subsidiary Note Guaranty, and within three Business Days thereafter shall deliver to each of the holders of the Notes the following items:
(1) an executed counterpart of the Subsidiary Note Guaranty or a joinder agreement pursuant in respect thereof hereunder, to which such Subsidiary becomes a party to also deliver, together with the 2002 Subsidiary Note Guaranty and the Existing Subsidiary Note Guaranty;
(2) a certificate signed by an executive officer delivery of such Subsidiary making representations Guaranty or such joinder, such other documents, opinions and warranties to the effect of those contained in Sections 2, 10, 12 and 17 of Exhibit C to the Note Agreements, but with respect to such Subsidiary and such Subsidiary Note Guaranty and the 2002 Subsidiary Note Guaranty and Existing Subsidiary Note Guaranty;
(3) such documents and evidence with respect to such Subsidiary information as the Requisite Required Holders may reasonably request in order to establish the existence and good standing of require regarding such Subsidiary and the authorization of the transactions contemplated by such Subsidiary Note Guaranty and the 2002 Subsidiary Note Guaranty and Existing Subsidiary Note Guaranty; and
(4) an opinion of counsel satisfactory to the Requisite Holders to the effect that such Subsidiary Note Guaranty or the joinder agreement pursuant to which such Subsidiary has become a party to the 2002 Subsidiary Note Guaranty and the Existing Subsidiary Note Guaranty, as the case may be, has been duly authorized, executed and delivered and constitutes the legal, valid and binding contract and agreement enforceability of such Subsidiary enforceable in accordance with its termsGuaranty or such joinder.
(c) Notwithstanding the foregoing, except the Company shall not be obligated to cause certain Foreign Subsidiaries to deliver the Subsidiary Guaranties required under this Section 9.8 or cause the pledge of the Equity Interests of certain Foreign Subsidiaries to the extent that all such Subsidiaries (other than Excluded Subsidiaries) that have not delivered the Subsidiary Guaranties required under this Section 9.8 and all Foreign Subsidiaries (excluding all Foreign Subsidiaries organized under the laws of India or China) that do not have 65% or more of their Equity Interests pledged under Section 9.9(a)(i) would not constitute a Significant Subsidiary as an enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement end of creditors' rights generally and by general equitable principlesany Fiscal Year if considered as one Subsidiary.
Appears in 2 contracts
Sources: Second Amended and Restated Note Purchase and Private Shelf Agreement (Modine Manufacturing Co), Amended and Restated Note Purchase and Private Shelf Agreement (Modine Manufacturing Co)
Guaranty by Subsidiaries. (a) Subject to clause (b) of this SECTION 5.17, the The Company will cause (1) each Subsidiary which delivers a Guaranty after of, or becomes a borrower or obligor under, the Closing Date Bank Credit Agreement or the Artisan Partners Holdings LP Note Purchase Agreement Existing Note Purchase Agreement to concurrently enter into a Subsidiary Note Guaranty and (2) any Equity Participation Subsidiary to concurrently with the formation thereof enter into a Subsidiary Guaranty, and, in the case of both clause (1) and within three Business Days thereafter shall (2) deliver to each of the holders of the Notes the following items:
(1i) an executed counterpart of the such Subsidiary Note Guaranty or a joinder agreement pursuant to which such in respect of an existing Subsidiary becomes a party to the 2002 Subsidiary Note Guaranty and the Existing Subsidiary Note Guaranty, as appropriate;
(2ii) a certificate signed by an executive officer the President, a Vice President or another authorized Responsible Officer of the Company or such Subsidiary making representations and warranties to the effect of those contained in Sections 25.1, 105.2, 12 5.6 and 17 of Exhibit C to the Note Agreements5.7, but with respect to such Subsidiary and such Subsidiary Note Guaranty and the 2002 Subsidiary Note Guaranty and Existing Subsidiary Note Guaranty, as applicable;
(3iii) a certificate of a Responsible Officer of the Company certifying that at such time and after giving effect to the execution and delivery of such Subsidiary Guaranty or joinder agreement, no Default or Event of Default shall have occurred and be continuing;
(iv) such documents and evidence with respect to such Subsidiary as the Requisite Holders may reasonably request in order necessary to establish the existence and good standing of such Subsidiary and the authorization of the transactions contemplated by such Subsidiary Note Guaranty and the 2002 Subsidiary Note Guaranty and Existing Subsidiary Note Guaranty; and
(4v) an opinion of counsel satisfactory to the Requisite Holders to the effect that such Subsidiary Note Guaranty or the joinder agreement pursuant to which such Subsidiary has become a party to the 2002 Subsidiary Note Guaranty and the Existing Subsidiary Note Guaranty, as the case may be, has been duly authorized, executed and delivered and constitutes the legal, valid and binding contract and agreement of such Subsidiary enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' ’ rights generally and by general equitable principles.
(b) The Company may, from time to time at its discretion and upon written notice from the Company to the holders of the Notes referring to this Section 9.8(b) (which notice shall contain a certification by a Responsible Officer as to the matters specified in clauses (i), (ii), (iii) and (iv) below), terminate the Subsidiary Guaranty issued by a Subsidiary Guarantor in accordance with Section 9.8(a)(1) with effect from the date of such notice so long as (i) no Default or Event of Default shall have occurred and then be continuing or shall result therefrom, (ii) no payment by such Subsidiary Guarantor is due under such Subsidiary Guarantor’s Subsidiary Guaranty, (iii) such Subsidiary Guarantor is not a guarantor of, or a borrower or obligor under, the Bank Credit Agreement or the Existing Note Purchase Agreement and (iv) such Subsidiary Guarantor shall not have received assets from the Company as permitted by Section 10.5(c) in contemplation of such release.
(c) The Company agrees that it will not, nor will it permit any Subsidiary or Affiliate to, directly or indirectly, pay or cause to be paid any consideration or remuneration, whether by way of supplemental or additional interest, fee or otherwise, to any creditor of the Company or of any Subsidiary Guarantor as consideration for or as an inducement to the entering into by any such creditor of any release or discharge of any Subsidiary Guarantor with respect to any liability of such Subsidiary Guarantor as guarantor of, or a borrower or obligor under, the Bank Credit Agreement or the Existing Note Purchase Artisan Partners Holdings LP Note Purchase Agreement Agreement, unless such consideration or remuneration is concurrently paid, on the same terms, ratably to the holders of all of the Notes then outstanding.
Appears in 1 contract
Sources: Note Purchase Agreement (Artisan Partners Asset Management Inc.)
Guaranty by Subsidiaries. (a) Subject The Company may, at its election, at any time or from time to clause (b) of this SECTION 5.17time, the Company will cause each any Subsidiary which delivers a Guaranty after the Closing Date to concurrently enter into is not then a Subsidiary Note Guaranty, and within three Business Days thereafter shall Guarantor to become a Subsidiary Guarantor by satisfying the following conditions:
(i) deliver to each of the holders of the Notes the following items:
(1) of an executed counterpart of the a Subsidiary Note Guaranty Guaranty, or a joinder agreement pursuant to which in respect of an existing Subsidiary Guaranty, as appropriate executed by such Subsidiary becomes a party to the 2002 Subsidiary Note Guaranty and the Existing Subsidiary Note GuarantySubsidiary;
(2ii) deliver to each of the holders of the Notes of a certificate signed by an executive the president, a vice president or another authorized officer of such Subsidiary (A) making representations and warranties to the effect of those contained in Sections 25.1, 105.2, 12 5.6 and 17 of Exhibit C to the Note Agreements5.7, but with respect to such Subsidiary and such Subsidiary Note Guaranty Guaranty, as applicable and (B) certifying that at such time (and after giving effect to such Subsidiary Guaranty) (1) no Default or Event of Default shall have occurred and be continuing and (2) such Subsidiary (x) will not be insolvent, (y) will not be engaged in any business or transaction, or about to engage in any business or transaction, for which it has unreasonably small capital and (z) does not intend to, and will not, hinder, delay or defraud any Person to which it is, or will become, indebted, in each of the 2002 foregoing such cases after taking into account the reasonable likelihood of having to perform under such Subsidiary Note Guaranty and Existing Subsidiary Note Guaranty;
(3iii) deliver to each of the holders of the Notes such documents and evidence with respect to such Subsidiary as the Requisite Required Holders may reasonably request in order to establish the existence and good standing of such Subsidiary and the authorization of the transactions contemplated by such Subsidiary Note Guaranty and the 2002 Subsidiary Note Guaranty and Existing Subsidiary Note Guaranty; and;
(4iv) deliver to each holder of a Note an opinion or opinions of counsel satisfactory to the Requisite Holders to the combined effect that the Subsidiary Guaranty of such Subsidiary Note Guaranty or the joinder agreement pursuant to which such Subsidiary has become a party to the 2002 Subsidiary Note Guaranty and the Existing Subsidiary Note Guaranty, as the case may be, has been duly authorized, executed and delivered by such Subsidiary and constitutes the a legal, valid and binding contract and agreement of obligation enforceable against such Subsidiary enforceable Guarantor in accordance with its terms, except subject to customary and reasonable exceptions and assumptions under the circumstances;
(v) payment of all reasonable fees and expenses of the holders of the Notes, including, without limitation, the reasonable fees of not more than one special counsel representing all of the holders of the Notes, incurred in connection with the execution and delivery of the Subsidiary Guaranty and the related opinion described above; and
(vi) deliver to each holder of a Note of evidence of the appointment of the Company as such Subsidiary’s agent to receive, for it and on its behalf service of process in the State of New York with respect thereto. Sensient Technologies Corporation Note Purchase Agreement
(b) The Company may further, from time to time at its discretion and upon written notice from the Company to the holders of the Notes referring to this Section 9.7(b) (which notice shall contain a certification (including setting forth the information (including reasonably detailed computations) reasonably required to confirm the conclusions contained therein) by a Responsible Officer as to (i) the matters specified in clauses (c) and (d) below and (ii) that no Default or Event of Default shall have occurred and then be continuing or shall result therefrom) (the “Termination Notice”), terminate the Subsidiary Guaranty issued by a Subsidiary Guarantor with effect from the date of such notice, so long as no Default or Event of Default shall have occurred and then be continuing or shall result therefrom.
(c) The Company agrees that so long as any Subsidiary is a guarantor or a borrower under or with respect to the Bank Credit Agreement or any of the Existing Notes, such Subsidiary shall at all such times be a Subsidiary Guarantor.
(d) The Company agrees that it will not, nor will it permit any Subsidiary or Affiliate to, directly or indirectly, pay or cause to be paid any consideration or remuneration, whether by way of supplemental or additional interest, fee or otherwise, to any creditor of the Company or of any Subsidiary Guarantor as consideration for or as an enforcement inducement to the entering into by any such creditor of any release or discharge of any Subsidiary Guarantor with respect to any liability of such terms may be limited by bankruptcySubsidiary Guarantor as an obligor or guarantor under or in respect of Debt of the Company, insolvencyunless such consideration or remuneration is concurrently paid, reorganizationon the same terms, moratorium and similar laws affecting ratably to the enforcement holders of creditors' rights generally and by general equitable principlesall of the Notes then outstanding.
Appears in 1 contract
Sources: Note Purchase Agreement (Sensient Technologies Corp)
Guaranty by Subsidiaries. (a) Subject to clause (b) of this SECTION 5.17, the The Company will cause (1) each Subsidiary which delivers a Guaranty after of, or becomes a borrower or obligor under, the Closing Date Bank Credit Agreement or an Existing Note Purchase Agreement to concurrently enter into a Subsidiary Note Guaranty and (2) any Equity Participation Subsidiary to concurrently with the formation thereof enter into a Subsidiary Guaranty, and, in the case of both clause (1) and within three Business Days thereafter shall (2) deliver to each of the holders of the Notes the following items:: Artisan Partners Holdings LP Note Purchase Agreement
(1i) an executed counterpart of the such Subsidiary Note Guaranty or a joinder agreement pursuant to which such in respect of an existing Subsidiary becomes a party to the 2002 Subsidiary Note Guaranty and the Existing Subsidiary Note Guaranty, as appropriate;
(2ii) a certificate signed by an executive officer the President, a Vice President or another authorized Responsible Officer of the Company or such Subsidiary making representations and warranties to the effect of those contained in Sections 25.1, 105.2, 12 5.6 and 17 of Exhibit C to the Note Agreements5.7, but with respect to such Subsidiary and such Subsidiary Note Guaranty and the 2002 Subsidiary Note Guaranty and Existing Subsidiary Note Guaranty, as applicable;
(3iii) a certificate of a Responsible Officer of the Company certifying that at such time and after giving effect to the execution and delivery of such Subsidiary Guaranty or joinder agreement, no Default or Event of Default shall have occurred and be continuing;
(iv) such documents and evidence with respect to such Subsidiary as the Requisite Holders may reasonably request in order necessary to establish the existence and good standing of such Subsidiary and the authorization of the transactions contemplated by such Subsidiary Note Guaranty and the 2002 Subsidiary Note Guaranty and Existing Subsidiary Note Guaranty; and
(4v) an opinion of counsel satisfactory to the Requisite Holders to the effect that such Subsidiary Note Guaranty or the joinder agreement pursuant to which such Subsidiary has become a party to the 2002 Subsidiary Note Guaranty and the Existing Subsidiary Note Guaranty, as the case may be, has been duly authorized, executed and delivered and constitutes the legal, valid and binding contract and agreement of such Subsidiary enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' ’ rights generally and by general equitable principles.
(b) The Company may, from time to time at its discretion and upon written notice from the Company to the holders of the Notes referring to this Section 9.8(b) (which notice shall contain a certification by a Responsible Officer as to the matters specified in clauses (i), (ii), (iii) and (iv) below), terminate the Subsidiary Guaranty issued by a Subsidiary Guarantor in accordance with Section 9.8(a)(1) with effect from the date of such notice so long as (i) no Default or Event of Default shall have occurred and then be continuing or shall result therefrom, (ii) no payment by such Subsidiary Guarantor is due under such Subsidiary Guarantor’s Subsidiary Guaranty, (iii) such Subsidiary Guarantor is not a guarantor of, or a borrower or obligor under, the Bank Credit Agreement or an Existing Note Purchase Agreement and (iv) such Subsidiary Guarantor shall not have received assets from the Company as permitted by Section 10.5(c) in contemplation of such release.
(c) The Company agrees that it will not, nor will it permit any Subsidiary or Affiliate to, directly or indirectly, pay or cause to be paid any consideration or remuneration, whether by way of supplemental or additional interest, fee or otherwise, to any creditor of the Company or of any Subsidiary Guarantor as consideration for or as an inducement to the entering into by any such creditor of any release or discharge of any Subsidiary Guarantor with respect to any liability of such Subsidiary Guarantor as guarantor of, or a borrower or obligor under, the Bank Credit Agreement or an Existing Note Purchase Agreement, unless such consideration or remuneration is concurrently paid, on the same terms, ratably to the holders of all of the Notes then outstanding. Artisan Partners Holdings LP Note Purchase Agreement
Appears in 1 contract
Sources: Note Purchase Agreement (Artisan Partners Asset Management Inc.)
Guaranty by Subsidiaries. (a) Subject The Company may, at its election, at any time or from time to clause (b) of this SECTION 5.17time, the Company will cause each any Subsidiary which delivers a Guaranty after the Closing Date to concurrently enter into is not then a Subsidiary Note Guaranty, and within three Business Days thereafter shall Guarantor to become a Subsidiary Guarantor by satisfying the following conditions:
(i) deliver to each of the holders of the Notes the following items:
(1) of an executed counterpart of the a Subsidiary Note Guaranty Guaranty, or a joinder agreement pursuant to which in respect of an existing Subsidiary Guaranty, as appropriate executed by such Subsidiary becomes a party to the 2002 Subsidiary Note Guaranty and the Existing Subsidiary Note GuarantySubsidiary;
(2ii) deliver to each of the holders of the Notes of a certificate signed by an executive the president, a vice president or another authorized officer of such Subsidiary (A) making representations and warranties to the effect of those contained in Sections 25.1, 105.2, 12 5.6 and 17 of Exhibit C to the Note Agreements5.7, but with respect to such Subsidiary and such Subsidiary Guaranty, as applicable and (B) certifying that at such time (and after giving effect to such Subsidiary Guaranty) (1) no Default or Event of Default shall have occurred and be continuing and (2) such Subsidiary (x) will not be insolvent, (y) will not be engaged in any business or transaction, or about to engage in any business or transaction, for which it has unreasonably small capital and (z) does not intend to, and will not, hinder, delay or defraud any Person to which it is, or will become, indebted, in each of the foregoing such cases after taking into account the reasonable likelihood of having to perform under such Subsidiary Guaranty; Sensient Technologies Corporation Note Guaranty and the 2002 Subsidiary Note Guaranty and Existing Subsidiary Note Guaranty;Purchase Agreement
(3iii) deliver to each of the holders of the Notes such documents and evidence with respect to such Subsidiary as the Requisite Required Holders may reasonably request in order to establish the existence and good standing of such Subsidiary and the authorization of the transactions contemplated by such Subsidiary Note Guaranty and the 2002 Subsidiary Note Guaranty and Existing Subsidiary Note Guaranty; and;
(4iv) deliver to each holder of a Note an opinion or opinions of counsel satisfactory to the Requisite Holders to the combined effect that the Subsidiary Guaranty of such Subsidiary Note Guaranty or the joinder agreement pursuant to which such Subsidiary has become a party to the 2002 Subsidiary Note Guaranty and the Existing Subsidiary Note Guaranty, as the case may be, has been duly authorized, executed and delivered by such Subsidiary and constitutes the a legal, valid and binding contract and agreement of obligation enforceable against such Subsidiary enforceable Guarantor in accordance with its terms, except subject to customary and reasonable exceptions and assumptions under the circumstances;
(v) payment of all reasonable fees and expenses of the holders of the Notes, including, without limitation, the reasonable fees of not more than one special counsel representing all of the holders of the Notes, incurred in connection with the execution and delivery of the Subsidiary Guaranty and the related opinion described above; and
(vi) deliver to each holder of a Note of evidence of the appointment of the Company as such Subsidiary’s agent to receive, for it and on its behalf service of process in the State of New York with respect thereto.
(b) The Company may further, from time to time at its discretion and upon written notice from the Company to the holders of the Notes referring to this Section 9.7(b) (which notice shall contain a certification (including setting forth the information (including reasonably detailed computations) reasonably required to confirm the conclusions contained therein) by a Responsible Officer as to (i) the matters specified in clauses (c) and (d) below and (ii) that no Default or Event of Default shall have occurred and then be continuing or shall result therefrom) (the “Termination Notice”), terminate the Subsidiary Guaranty issued by a Subsidiary Guarantor with effect from the date of such notice, so long as no Default or Event of Default shall have occurred and then be continuing or shall result therefrom.
(c) The Company agrees that so long as any Subsidiary is a guarantor or a borrower under or with respect to the Bank Credit Agreement, the 2011 Notes, the 2013 Notes or the 2015 Notes, such Subsidiary shall at all such times be a Subsidiary Guarantor.
(d) The Company agrees that it will not, nor will it permit any Subsidiary or Affiliate to, directly or indirectly, pay or cause to be paid any consideration or remuneration, whether by way of supplemental or additional interest, fee or otherwise, to any creditor of the Company or of any Subsidiary Guarantor as consideration for or as an enforcement inducement to the entering into by any such creditor of any release or discharge of any Subsidiary Guarantor with respect to any liability of such terms may be limited by bankruptcySubsidiary Guarantor as an obligor or guarantor under or in respect of Debt of the Company, insolvencyunless such consideration or remuneration is concurrently paid, reorganizationon the same terms, moratorium and similar laws affecting ratably to the enforcement holders of creditors' rights generally and by general equitable principles.all of the Notes then outstanding. Sensient Technologies Corporation Note Purchase Agreement
Appears in 1 contract
Sources: Note Purchase Agreement (Sensient Technologies Corp)
Guaranty by Subsidiaries. (a) Subject to clause (b) of this SECTION 5.17, the The Company will cause each Subsidiary which delivers a Subsidiary Bank Guaranty after the Series A/B Closing Date and each Subsidiary which is not a Subsidiary Guarantor which becomes a borrower, co-borrower, or obligor with respect to any Indebtedness under the Credit Agreement to concurrently enter into a Subsidiary Note Guaranty or join the 2012 Subsidiary Note Guaranty, and within three Business Days thereafter shall deliver to each of the holders of the Notes the following items:
(1) an executed counterpart of the Subsidiary Note Guaranty or a joinder agreement pursuant to which such Subsidiary becomes a party to the 2002 Subsidiary Note Guaranty and the Existing 2012 Subsidiary Note Guaranty;
(2) a certificate signed by an executive officer of such Subsidiary making representations and warranties to the effect of those contained in Sections 2, 109, 12 11 and 17 16 of Exhibit C F to the Note Agreementsthis Agreement, but with respect to such Subsidiary and such Subsidiary Note Guaranty and or the 2002 Subsidiary Note Guaranty and Existing 2012 Subsidiary Note Guaranty, as the case may be;
(3) such documents and evidence with respect to such Subsidiary as the Requisite Holders may reasonably request in order to establish the existence and good standing of such Subsidiary and the authorization of the transactions contemplated by such Subsidiary Note Guaranty and or the 2002 Subsidiary Note Guaranty and Existing 2012 Subsidiary Note Guaranty, as the case may be; and
(4) an opinion of counsel satisfactory to the Requisite Holders to the effect that such Subsidiary Note Guaranty or the joinder agreement pursuant to which such Subsidiary has become a party to the 2002 Subsidiary Note Guaranty and the Existing 2012 Subsidiary Note Guaranty, as the case may be, has been duly authorized, executed and delivered and constitutes the legal, valid and binding contract and agreement of such Subsidiary enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' ’ rights generally and by general equitable principles.
Appears in 1 contract
Sources: Note Purchase and Private Shelf Agreement (Universal Forest Products Inc)
Guaranty by Subsidiaries. (a) Subject to clause (b) of this SECTION 5.17, the The Company will cause (1) each Subsidiary which delivers a Guaranty after of, or becomes a borrower or obligor under, the Closing Date Bank Credit Agreement or an Existing Note Purchase Agreement to concurrently enter into a Subsidiary Note Guaranty and (2) any Equity Participation Subsidiary to concurrently with the formation thereof enter into a Subsidiary Guaranty, and, in the case of both clause (1) and within three Business Days thereafter shall (2) deliver to each of the holders of the Notes the following items:
(1i) an executed counterpart of the such Subsidiary Note Guaranty or a joinder agreement pursuant to which such in respect of an existing Subsidiary becomes a party to the 2002 Subsidiary Note Guaranty and the Existing Subsidiary Note Guaranty, as appropriate;
(2ii) a certificate signed by an executive officer the President, a Vice President or another authorized Responsible Officer of the Company or such Subsidiary making representations and warranties to the effect of those contained in Sections 25.1, 105.2, 12 5.6 and 17 of Exhibit C to the Note Agreements5.7, but with respect to such Subsidiary and such Subsidiary Note Guaranty and the 2002 Subsidiary Note Guaranty and Existing Subsidiary Note Guaranty, as applicable;
(3iii) a certificate of a Responsible Officer of the Company certifying that at such time and after giving effect to the execution and delivery of such Subsidiary Guaranty or joinder agreement, no Default or Event of Default shall have occurred and be continuing;
(iv) such documents and evidence with respect to such Subsidiary as the Requisite Holders may reasonably request in order necessary to establish the existence and good standing of such Subsidiary and the authorization of the transactions contemplated by such Subsidiary Note Guaranty and the 2002 Subsidiary Note Guaranty and Existing Subsidiary Note Guaranty▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇; and
(4v) an opinion of counsel satisfactory to the Requisite Holders to the effect that such Subsidiary Note Guaranty or the joinder agreement pursuant to which such Subsidiary has become a party to the 2002 Subsidiary Note Guaranty and the Existing Subsidiary Note Guaranty, as the case may be, has been duly authorized, executed and delivered and constitutes the legal, valid and binding contract and agreement of such Subsidiary enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' ’ rights generally and by general equitable principles.
(b) The Company may, from time to time at its discretion and upon written notice from the Company to the holders of the Notes referring to this Section 9.8(b) (which notice shall contain a certification by a Responsible Officer as to the matters specified in clauses (i), (ii), (iii) and (iv) below), terminate the Subsidiary Guaranty issued by a Subsidiary Guarantor in Artisan Partners Holdings LP Note Purchase Agreement accordance with Section 9.8(a)(1) with effect from the date of such notice so long as (i) no Default or Event of Default shall have occurred and then be continuing or shall result therefrom, (ii) no payment by such Subsidiary Guarantor is due under such Subsidiary Guarantor’s Subsidiary Guaranty, (iii) such Subsidiary Guarantor is not a guarantor of, or a borrower or obligor under, the Bank Credit Agreement or an Existing Note Purchase Agreement and (iv) such Subsidiary Guarantor shall not have received assets from the Company as permitted by Section 10.5(c) in contemplation of such release.
(c) The Company agrees that it will not, nor will it permit any Subsidiary or Affiliate to, directly or indirectly, pay or cause to be paid any consideration or remuneration, whether by way of supplemental or additional interest, fee or otherwise, to any creditor of the Company or of any Subsidiary Guarantor as consideration for or as an inducement to the entering into by any such creditor of any release or discharge of any Subsidiary Guarantor with respect to any liability of such Subsidiary Guarantor as guarantor of, or a borrower or obligor under, the Bank Credit Agreement or an Existing Note Purchase Agreement, unless such consideration or remuneration is concurrently paid, on the same terms, ratably to the holders of all of the Notes then outstanding.
Appears in 1 contract
Sources: Note Purchase Agreement (Artisan Partners Asset Management Inc.)
Guaranty by Subsidiaries. (assssssssss) Subject Guaranty. Each Domestic Subsidiary of the Borrowers that is a Material Subsidiary party hereto (each, a “Subsidiary Guarantor”) jointly and severally, unconditionally and irrevocably guarantees to clause Administrative Agent and, Lending Parties and the Bank Product Providers the full and prompt payment when due (bwhether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise) and performance of this SECTION 5.17the Obligations and all Bank Product Debt (the “Guaranteed Obligations”); provided, the Company will cause each however, that no Excluded Subsidiary which delivers a Guaranty after the Closing Date to concurrently enter into shall become a Subsidiary Note GuarantyGuarantor unless Administrative Agent and the Borrowers expressly agree in advance in writing and no Subsidiary that is a Borrower shall be a Subsidiary Guarantor. The Guaranteed Obligations include interest that, but for a proceeding under any Bankruptcy Law, would have accrued on such Guaranteed Obligations, whether or not a claim is allowed against the Borrowers for such interest in any such proceeding. Notwithstanding the foregoing, (i) if (A) any Subsidiary Guarantor that has been a Material Subsidiary ceases to be a Material Subsidiary for a period of twelve consecutive months, and within three Business Days thereafter shall deliver to each if(B) no Event of Default has occurred and is continuing as of the holders end of such twelve consecutive month period, ▇▇▇▇▇▇ (ii) if any Subsidiary Guarantor is or becomes an Excluded Subsidiary, then in either case under the preceding clauses (i) and (ii), upon the Administrative Borrower’s written notification to Administrative Agent of the Notes the following items:
(1) an executed counterpart satisfaction of the Subsidiary Note Guaranty or a joinder agreement pursuant conditions necessary to which release such Subsidiary becomes Guarantor, such Subsidiary Guarantor will be released as a party to the 2002 Subsidiary Note Guaranty and the Existing Subsidiary Note Guaranty;
(2) a certificate signed by an executive officer Guarantor hereunder upon Administrative Agent’s subsequent written acknowledgement of such Subsidiary making representations and warranties release (such acknowledgement not to the effect of those contained in Sections 2, 10, 12 and 17 of Exhibit C to the Note Agreements, but with respect to such Subsidiary and such Subsidiary Note Guaranty and the 2002 Subsidiary Note Guaranty and Existing Subsidiary Note Guaranty;
(3) such documents and evidence with respect to such Subsidiary as the Requisite Holders may reasonably request in order to establish the existence and good standing of such Subsidiary and the authorization of the transactions contemplated by such Subsidiary Note Guaranty and the 2002 Subsidiary Note Guaranty and Existing Subsidiary Note Guaranty; and
(4) an opinion of counsel satisfactory to the Requisite Holders to the effect that such Subsidiary Note Guaranty or the joinder agreement pursuant to which such Subsidiary has become a party to the 2002 Subsidiary Note Guaranty and the Existing Subsidiary Note Guaranty, as the case may be, has been duly authorized, executed and delivered and constitutes the legal, valid and binding contract and agreement of such Subsidiary enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' rights generally and by general equitable principlesunreasonably withheld).
Appears in 1 contract
Guaranty by Subsidiaries. (a) Subject to clause (b) of this SECTION Section 5.17, the Company will cause each Subsidiary which delivers a Guaranty after the first Closing Date to concurrently enter into a Subsidiary Note Guaranty, and within three Business Days thereafter shall deliver to each of the holders of the Notes the following items:
(1) an executed counterpart of the Subsidiary Note Guaranty or a joinder agreement pursuant to which such Subsidiary becomes a party to the 2002 Subsidiary Note Guaranty and the Existing Subsidiary Note Guaranty;
(2) a certificate signed by an executive officer of such Subsidiary making representations and warranties to the effect of those contained in Sections 2, 10, 12 and 17 of Exhibit C to the Note Agreements, but with respect to such Subsidiary and such Subsidiary Note Guaranty and the 2002 Subsidiary Note Guaranty and Existing Subsidiary Note Guaranty;
(3) such documents and evidence with respect to such Subsidiary as the Requisite Holders may reasonably request in order to establish the existence and good standing of such Subsidiary and the authorization of the transactions contemplated by such Subsidiary Note Guaranty and the 2002 Subsidiary Note Guaranty and Existing Subsidiary Note Guaranty; and
(4) an opinion of counsel satisfactory to the Requisite Holders to the effect that such the Subsidiary Note Guaranty or the joinder agreement pursuant to which such Subsidiary has become a party to the 2002 Subsidiary Note Guaranty and the Existing Initial Subsidiary Note Guaranty, as the case may be, has been duly authorized, executed and delivered and constitutes the legal, valid and binding contract and agreement of such Subsidiary enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' rights generally and by general equitable principles.
(b) Notwithstanding the requirements of clause (a) of this Section 5.17, the Company shall not be required to comply therewith if, but only if, the Company can create or incur the Indebtedness evidenced by any Guaranty entered into by a Subsidiary within the limitations of Section 5.8(a) AND (b).
(c) Nothing contained in this Section 5.17 shall be deemed or construed to otherwise permit a Subsidiary of the Company to create, assume, guaranty or otherwise incur or in any manner be or become liable in respect of any Current Debt or Funded Debt which is not otherwise within the limitations of Section 5.8 and the other applicable provisions of this Agreement.
Appears in 1 contract
Guaranty by Subsidiaries. (a) Subject The Company may, at its election, at any time or from time to clause (b) of this SECTION 5.17time, the Company will cause each any Subsidiary which delivers a Guaranty after the Closing Date to concurrently enter into is not then a Subsidiary Note Guaranty, and within three Business Days thereafter shall Guarantor to become a Subsidiary Guarantor by satisfying the following conditions:
(i) deliver to each of the holders of the Notes the following items:
(1) of an executed counterpart of the a Subsidiary Note Guaranty Guaranty, or a joinder agreement pursuant to which in respect of an existing Subsidiary Guaranty, as appropriate executed by such Subsidiary becomes a party to the 2002 Subsidiary Note Guaranty and the Existing Subsidiary Note GuarantySubsidiary;
(2ii) deliver to each of the holders of the Notes of a certificate signed by an executive the president, a vice president or another authorized officer of such Subsidiary (A) making representations and warranties to the effect of those contained in Sections 25.1, 105.2, 12 5.6 and 17 of Exhibit C to the Note Agreements5.7, but with respect to such Subsidiary and such Subsidiary Guaranty, as applicable and (B) certifying that at such time (and after giving effect to such Subsidiary Guaranty) (1) no Default or Event of Default shall have occurred and be continuing and (2) such Subsidiary (x) will not be insolvent, (y) will not be engaged in any business or transaction, or about to engage in any business or transaction, for which it has unreasonably small capital and (z) does not intend to, and will not, hinder, delay or defraud any Person to which it is, or will become, indebted, in each of the foregoing such cases after taking into account the reasonable likelihood of having to perform under such Subsidiary Guaranty; Sensient Technologies Corporation Note Guaranty and the 2002 Subsidiary Note Guaranty and Existing Subsidiary Note Guaranty;Purchase Agreement
(3iii) deliver to each of the holders of the Notes such documents and evidence with respect to such Subsidiary as the Requisite Required Holders may reasonably request in order to establish the existence and good standing of such Subsidiary and the authorization of the transactions contemplated by such Subsidiary Note Guaranty and the 2002 Subsidiary Note Guaranty and Existing Subsidiary Note Guaranty; and;
(4iv) deliver to each holder of a Note an opinion or opinions of counsel satisfactory to the Requisite Holders to the combined effect that the Subsidiary Guaranty of such Subsidiary Note Guaranty or the joinder agreement pursuant to which such Subsidiary has become a party to the 2002 Subsidiary Note Guaranty and the Existing Subsidiary Note Guaranty, as the case may be, has been duly authorized, executed and delivered by such Subsidiary and constitutes the a legal, valid and binding contract and agreement of obligation enforceable against such Subsidiary enforceable Guarantor in accordance with its terms, except subject to customary and reasonable exceptions and assumptions under the circumstances;
(v) payment of all reasonable fees and expenses of the holders of the Notes, including, without limitation, the reasonable fees of not more than one special counsel representing all of the holders of the Notes, incurred in connection with the execution and delivery of the Subsidiary Guaranty and the related opinion described above; and
(vi) deliver to each holder of a Note of evidence of the appointment of the Company as such Subsidiary’s agent to receive, for it and on it’s behalf service of process in the State of New York with respect thereto.
(b) The Company may further, from time to time at its discretion and upon written notice from the Company to the holders of the Notes referring to this Section 9.7(b) (which notice shall contain a certification (including setting forth the information (including reasonably detailed computations) reasonably required to confirm the conclusions contained therein) by a Responsible Officer as to (i) the matters specified in clauses (c) and (d) below and (ii) that no Default or Event of Default shall have occurred and then be continuing or shall result therefrom) (the “Termination Notice”), terminate the Subsidiary Guaranty issued by a Subsidiary Guarantor with effect from the date of such notice, so long as no Default or Event of Default shall have occurred and then be continuing or shall result therefrom.
(c) The Company agrees that so long as any Subsidiary is a guarantor or a borrower under or with respect to the Bank Credit Agreement, the 2017 notes, the 2011 Notes or any of the 2013Existing Notes, such Subsidiary shall at all such times be a Subsidiary Guarantor.
(d) The Company agrees that it will not, nor will it permit any Subsidiary or Affiliate to, directly or indirectly, pay or cause to be paid any consideration or remuneration, whether by way of supplemental or additional interest, fee or otherwise, to any creditor of the Company or of any Subsidiary Guarantor as consideration for or as an enforcement inducement to the entering into by any such creditor of any release or discharge of any Subsidiary Guarantor with respect to any liability of such terms may be limited by bankruptcySubsidiary Guarantor as an obligor or guarantor under or in respect of Debt of the Company, insolvencyunless such consideration or remuneration is concurrently paid, reorganizationon the same terms, moratorium and similar laws affecting ratably to the enforcement holders of creditors' rights generally and by general equitable principles.all of the Notes then outstanding. Sensient Technologies Corporation Note Purchase Agreement
Appears in 1 contract
Sources: Note Purchase Agreement (Sensient Technologies Corp)
Guaranty by Subsidiaries. (a) Subject The Company will cause (i) each Subsidiary that delivers a guarantee, or otherwise incurs a Guaranty, to any Person (other than to another Subsidiary or the Company) in respect of any Material Indebtedness to concurrently execute and deliver to Prudential and the holders of the Notes a Subsidiary Guaranty, or a joinder agreement in respect thereof, with respect to the Notes, (ii) each Domestic Subsidiary to promptly, and in any event within 30 days when required by this clause (ii), execute and deliver to the Prudential and the holders of the Notes a Subsidiary Guaranty, or a joinder agreement in respect thereof, with respect to the Notes, and (iii) each Foreign Subsidiary, in all cases if requested by the Required Holders, to the extent they can legally do so without incurring a material tax liability and to the extent they are not prohibited by a restriction permitted under Section 10.15 hereof, to promptly execute and deliver to Prudential and the holders of the Notes a Subsidiary Guaranty, or a joinder agreement in respect thereof, with respect to the Notes, in each case, the Company shall cause such Subsidiary to (1) deliver such Subsidiary Guaranty, or joinder thereto.
(b) of this SECTION 5.17, the The Company will cause each Subsidiary which delivers a Guaranty after the Closing Date required to concurrently enter into deliver a Subsidiary Note Guaranty, and within three Business Days thereafter shall deliver to each of the holders of the Notes the following items:
(1) an executed counterpart of the Subsidiary Note Guaranty or a joinder agreement pursuant in respect thereof hereunder, to which such Subsidiary becomes a party to also deliver, together with the 2002 Subsidiary Note Guaranty and the Existing Subsidiary Note Guaranty;
(2) a certificate signed by an executive officer delivery of such Subsidiary making representations Guaranty or such joinder, such other documents, opinions and warranties information as the Required Holders may require regarding such Subsidiary and the enforceability of such Subsidiary Guaranty or such joinder.
(c) The Company agrees that it will not, nor will it permit any Subsidiary or Affiliate to, directly or indirectly, pay or cause to be paid any consideration or remuneration, whether by way of supplemental or additional interest, fee or otherwise, to any creditor of the Company or of any Subsidiary as consideration for or as an inducement to the effect entering into by any such creditor of those contained in Sections 2, 10, 12 and 17 any release or discharge of Exhibit C to the Note Agreements, but any Subsidiary Guarantor with respect to any liability of such Subsidiary and Guarantor as an obligor or guarantor under or in respect of Material Indebtedness, unless such Subsidiary Note Guaranty and consideration or remuneration is concurrently paid, on the 2002 Subsidiary Note Guaranty and Existing Subsidiary Note Guaranty;same terms, ratably to the holders of the Notes.
(3d) Notwithstanding the foregoing, the Company shall not be obligated to cause certain Subsidiaries to deliver the Subsidiary Guaranties required under this Section 9.8 or cause the pledge of the Equity Interests of certain Foreign Subsidiaries to the extent that all such documents Subsidiaries that have not delivered the Subsidiary Guaranties required under this Section 9.8 and evidence with respect to all Foreign Subsidiaries (excluding all Foreign Subsidiaries organized under the laws of India or China) that do not have 65% or more of their Equity Interests pledged under Section 9.9(a)(i) would not constitute a Significant Subsidiary if considered as one Subsidiary. In making such determination under this Section 9.8(d), the assets or income of any Subsidiary as shall be determined using the Requisite Holders may reasonably request in order to establish the existence consolidated assets and good standing income of such Subsidiary and the authorization of the transactions contemplated by such Subsidiary Note Guaranty and the 2002 Subsidiary Note Guaranty and Existing Subsidiary Note Guaranty; and
(4) an opinion of counsel satisfactory to the Requisite Holders to the effect that such Subsidiary Note Guaranty or the joinder agreement pursuant to which such Subsidiary has become a party to the 2002 Subsidiary Note Guaranty and the Existing Subsidiary Note Guaranty, as the case may be, has been duly authorized, executed and delivered and constitutes the legal, valid and binding contract and agreement of such Subsidiary enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' rights generally and by general equitable principlessubsidiaries.
Appears in 1 contract
Sources: Note Purchase and Private Shelf Agreement (Modine Manufacturing Co)
Guaranty by Subsidiaries. (a) Subject to clause (b) of this SECTION 5.17, the The Company will cause each any Subsidiary which delivers is required by the terms of the Credit Agreement to become a Guaranty after party to, or otherwise guarantee, Debt outstanding under the Closing Date Credit Agreement to concurrently enter into a Subsidiary Note GuarantyGuaranty Agreement, and deliver within three Business Days thereafter shall deliver to each of the holders of the Notes the following items:: 3 LESCO, Inc. First Amendment to Note Purchase Agreement
(1a) an executed counterpart of the Subsidiary Note a Guaranty or a joinder agreement pursuant to which such Subsidiary becomes a party Agreement in form and substance satisfactory to the 2002 Subsidiary Note Guaranty and the Existing Subsidiary Note GuarantyRequired Holders;
(2b) a certificate signed by an executive officer of such Subsidiary making representations Security Documents in form and warranties substance satisfactory to the effect of those contained in Sections 2, 10, 12 and 17 of Exhibit C Required Holders as may be required pursuant to the Note Agreements, but with respect to such Subsidiary and such Subsidiary Note Guaranty and the 2002 Subsidiary Note Guaranty and Existing Subsidiary Note GuarantySection 10.15;
(3c) such documents and evidence with respect to such Subsidiary as any holder of the Requisite Holders Notes may reasonably request in order to establish the existence and good standing of such Subsidiary and the authorization of the transactions contemplated by such Subsidiary Note Guaranty and the 2002 Subsidiary Note Guaranty and Existing Subsidiary Note GuarantySubsidiary; and
(4d) an opinion of counsel (which may be in-house or outside counsel of the Company or such Subsidiary) addressed to each of the holders of the Notes satisfactory to the Requisite Holders Required Holders, to the effect that such Subsidiary Note Guaranty or the joinder agreement pursuant to which such Subsidiary has become a party to the 2002 Subsidiary Note Guaranty Agreement and the Existing Subsidiary Note GuarantySecurity Documents, as the case may beif any, has have been duly authorized, executed and delivered and constitutes constitute the legal, valid and binding contract contracts and agreement agreements of such Subsidiary enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium fraudulent conveyance and similar laws affecting the enforcement of creditors' rights generally and by general equitable principles. If at any time one or more Subsidiaries which shall have guaranteed the Debt outstanding under the Credit Agreement shall have been released from its obligations under its guaranty in respect of the Credit Agreement, then upon delivery to the holders of the Notes of evidence of such release (which evidence shall be reasonably satisfactory to the Required Holders), such Subsidiary shall be released from its obligations under the Guaranty Agreement to which it is a party. Neither the Company nor any Subsidiary will directly or indirectly pay or cause to be paid any remuneration (including, without limitation, by way of supplemental or additional interest or fee) or grant any security, to any lender or the agent under the Credit Agreement, or agree to any additional covenants, or make any existing covenants more restrictive, in the Credit Agreement, as consideration for or as an inducement to the release by any lender or the agent under the Credit Agreement of any such guaranty in respect of the Credit Agreement, unless such remuneration is concurrently paid, or security is concurrently granted, on the same terms, ratably to each of the Noteholders, or the Note Purchase Agreement is amended to include such additional or more restrictive covenants.
Appears in 1 contract
Guaranty by Subsidiaries. (a) Subject to clause (b) of this SECTION 5.17, the The Company will cause each Subsidiary which \which delivers a Guaranty after in respect of, or becomes an obligor under, the Closing Date Company’s Bank Facilities or any Existing Private Placement Note Agreement to concurrently enter into a Subsidiary Note Guaranty, and within three Business Days thereafter shall thereafter\ to be a Subsidiary Guarantor and a Grantor on or prior to the Second Amendment Effective Date or, if later, the date it becomes a Subsidiary, and, at the time it becomes a Subsidiary Guarantor and a Grantor, deliver to each of the holders of the Notes the following items:, it being understood that any such Subsidiary \Guaranty\ Guarantor may be released from its obligations on its Subsidiary Guaranty and the applicable Security Documents in accordance with the provisions of Section 2.3(a):
(1a) an executed counterpart of the \such\a Subsidiary Note Guaranty or a \or joinder agreement pursuant to which in respect of an existing Subsidiary Guaranty, as appropriate, and pari passu Liens, if any, as granted by such Subsidiary becomes a party to under the 2002 Subsidiary Note Guaranty and Bank Facilities\and the Existing Subsidiary Note Guarantyapplicable Security Documents;
(2b) a certificate signed by an executive officer a Responsible Officer of such Subsidiary making representations representing and warranties warranting that:
(i) the Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified as an extra-provincial or a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the effect of those contained failure to be so qualified or in Sections 2good standing could not, 10individually or in the aggregate, 12 reasonably be expected to have a Material Adverse Effect. The Subsidiary has the corporate power and 17 of Exhibit C authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver \the\such \Pengrowth Energy Corporation Note Agreements, but with respect to such Purchase Agreement\ Subsidiary and such Subsidiary Note Guaranty and the 2002 Subsidiary Note Guaranty applicable Security Documents, and Existing Subsidiary Note Guarantyto perform the provisions thereof\,\;
(3ii) the\such Subsidiary Guaranty \has\and the applicable Security Documents have been duly authorized by all necessary corporate action on the part of the Subsidiary, and \constitutes a\constitute legal, valid and binding \obligation\obligations of the Subsidiary enforceable against the Subsidiary in accordance with \its\their respective terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)\,\;
(iii) the execution, delivery and performance by the Subsidiary of \the\such Subsidiary Guaranty and the applicable Security Documents will not (a) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the Subsidiary under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter or by-laws or the legal equivalent of the foregoing or any other agreement or instrument to which the Subsidiary is bound or by which the Subsidiary or any of their respective properties may be bound or affected, (b) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to the Subsidiary, or (c) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Subsidiary\,\; and
(iv) no consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by the Subsidiary of \the\such Subsidiary Guaranty and the applicable Security Documents;
(c) such documents and evidence with respect to such Subsidiary as the Requisite Required Holders may reasonably request in order to establish the existence and good standing of such Subsidiary and the authorization of the transactions contemplated by such Subsidiary Note Guaranty and the 2002 Subsidiary Note Guaranty and Existing Subsidiary Note Guarantyapplicable Security Documents; and
(4d) an opinion of counsel reasonably satisfactory to the Requisite Required Holders to the effect that (i) such Subsidiary Note Guaranty or \has\and the joinder agreement pursuant to which such Subsidiary has become a party to the 2002 Subsidiary Note Guaranty and the Existing Subsidiary Note Guaranty, as the case may be, has applicable Security Documents have been duly authorized, executed and delivered and constitutes \constitutes\constitute the legal, valid and binding contract \contract\contracts and agreement \agreement\agreements of such Subsidiary enforceable in accordance with its \its\their terms, except as an \an enforcement of such terms \such \terms\enforceability may be limited by (A) applicable bankruptcy, insolvency, reorganization, moratorium and \and\or other similar laws affecting the enforcement of creditors' ’ rights generally and by \by\(B) general equitable principles\equitable \principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), (ii) the applicable Security Documents create a valid security interest or a valid floating charge, as applicable, in favor of the Collateral Agent in the Collateral in which the relevant \Pengrowth Energy Corporation Note Purchase Agreement\ Subsidiary has rights and (iii) registration has been made in all public offices required to perfect such security interest and to cause such floating charge to be registered at the applicable personal property registry to the extent possible.
Appears in 1 contract
Guaranty by Subsidiaries. (a) Subject In the event the Company grants a Lien to clause (b) secure Indebtedness of this SECTION 5.17the Company under the Bank Credit Facility, the Company will concurrently make, or cause each Subsidiary which delivers a Guaranty after to be made, effective provision whereby the Closing Date Notes of the Series Due 2014 are concurrently secured equally and ratably with, or prior to, such Indebtedness pursuant to concurrently enter into a Subsidiary Note Guaranty, documentation in form and within three Business Days thereafter shall substance satisfactory to the Required Holders and deliver to each of the holders Holders of the Notes of the Series Due 2014 the following items:
(1i) an executed counterpart of such documents creating such Lien in favor of the Subsidiary Note Guaranty or a joinder agreement pursuant to which such Subsidiary becomes a party to Holders of the 2002 Subsidiary Note Guaranty and Notes of the Existing Subsidiary Note GuarantySeries Due 2014 (the “Company Security Documents”);
(2ii) a certificate signed by the President, a Vice President or another authorized Responsible Officer of the Company making representations and warranties to the effect of those contained in Sections 5.1, 5.2, 5.6 and 5.7 of the Note Purchase Agreement, but with respect to the Company Security Documents, as applicable;
(iii) a certificate of a Responsible Officer of the Company certifying that at such time and after giving effect to the execution and delivery of the Company Security Documents, no Default or Event of Default shall have occurred and be continuing;
(iv) such documents and evidence with respect to the Company as the Required Holders may reasonably request in order to establish the authorization of the transactions contemplated by the Company Security Documents;
(v) an executive officer opinion of counsel satisfactory to the Required Holders to the effect that the Company Security Documents have been duly authorized, executed and delivered and constitute the legal, valid and binding contract and agreement of the Company enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles and subject to other customary exceptions and qualifications; and
(vi) an executed counterpart of an intercreditor agreement in form and substance satisfactory to the Required Holders governing actions of the lenders under the Bank Credit Facility, any other creditors secured by such Lien, and the Holders of the Notes of the Series Due 2014, which agreement shall provide that the proceeds from the enforcement of any such Lien shall be shared on an equal and ratable basis with the Holders of the Notes of the Series Due 2014 based on principal, interest and Make-Whole Amount.
(b) In the event any Subsidiary incurs any Guaranty Obligations with respect to Indebtedness under the Bank Credit Facility, the Company will cause such Subsidiary to concurrently enter, and deliver to each of the Holders of the Notes of the Series Due 2014 the following items:
(i) an executed counterpart of such guaranty of the Notes of the Series Due 2014;
(ii) a certificate signed by the President, a Vice President or another authorized Responsible Officer of such Subsidiary making representations and warranties to the effect of those contained in Sections 25.1, 105.2, 12 5.6 and 17 5.7 of Exhibit C to the Note AgreementsPurchase Agreement, but with respect to such Subsidiary and such Subsidiary Note Guaranty and the 2002 Subsidiary Note Guaranty and Existing Subsidiary Note Guarantyguaranty;
(3iii) a certificate of a Responsible Officer of the Company certifying that at such time and after giving effect to the execution and delivery of such guaranty , no Default or Event of Default shall have occurred and be continuing;
(iv) such documents and evidence with respect to such Subsidiary as the Requisite Required Holders may reasonably request in order to establish the existence and good standing of such Subsidiary and the authorization of the transactions contemplated by such Subsidiary Note Guaranty and the 2002 Subsidiary Note Guaranty and Existing Subsidiary Note Guaranty; andguaranty;
(4v) an opinion of counsel satisfactory to the Requisite Required Holders to the effect that such Subsidiary Note Guaranty or the joinder agreement pursuant to which such Subsidiary has become a party to the 2002 Subsidiary Note Guaranty and the Existing Subsidiary Note Guaranty, as the case may be, guaranty has been duly authorized, executed and delivered and constitutes constitute the legal, valid and binding contract and agreement of such Subsidiary enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' ’ rights generally and by general equitable principlesprinciples and subject to other customary exceptions and qualifications; and
(vi) an executed counterpart of an intercreditor agreement in form and substance satisfactory to the Required Holders governing actions of the lenders under the Bank Credit Facility, any other creditors which are beneficiaries of a guaranty from such Subsidiary, and the Holders of the Notes of the Series Due 2014, which agreement shall provide that the proceeds from the enforcement of any such guaranties shall be shared on an equal and ratable basis with the Holders of the Notes of the Series Due 2014 based on principal, interest and Make-Whole Amount.
(c) In the event any Subsidiary grants a Lien to secure Indebtedness of the Company or any Subsidiary under the Bank Credit Facility, the Company will cause such Subsidiary to make, or cause to be made, effective provision whereby the Notes of the Series Due 2014 are concurrently secured equally and ratably with, or prior to, such Indebtedness pursuant to documentation in form and substance satisfactory to the Required Holders and deliver to each of the Holders of the Notes of the Series Due 2014 the following items:
(i) an executed counterpart of such documents creating such Lien in favor of the Holders of the Notes of the Series Due 2014 (the “Subsidiary Security Documents”);
(ii) a certificate signed by the President, a Vice President or another authorized Responsible Officer of the Subsidiary making representations and warranties to the effect of those contained in Sections 5.1, 5.2, 5.6 and 5.7 of the Note Purchase Agreement, but with respect to the Subsidiary Security Documents, as applicable;
(iii) a certificate of a Responsible Officer of the Company certifying that at such time and after giving effect to the execution and delivery of the Subsidiary Security Documents, no Default or Event of Default shall have occurred and be continuing;
(iv) such documents and evidence with respect to the Subsidiary as the Required Holders may reasonably request in order to establish the authorization of the transactions contemplated by the Subsidiary Security Documents;
(v) an opinion of counsel satisfactory to the Required Holders to the effect that the Subsidiary Security Documents have been duly authorized, executed and delivered and constitute the legal, valid and binding contract and agreement of the Subsidiary enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles and subject to other customary exceptions and qualifications; and
(vi) an executed counterpart of an intercreditor agreement in form and substance satisfactory to the Required Holders governing actions of the lenders under the Bank Credit Facility, any other creditors secured by such Lien, and the Holders of the Notes of the Series Due 2014, which agreement shall provide that the proceeds from the enforcement of any such Lien shall be shared on an equal and ratable basis with the Holders of the Notes of the Series Due 2014 based on principal, interest and Make-Whole Amount.
Appears in 1 contract
Sources: Third Supplemental Indenture (Integrys Energy Group, Inc.)
Guaranty by Subsidiaries. (a) Subject to clause (b) of this SECTION 5.17, the The Company will cause (i) each Domestic Subsidiary formed or acquired by the Company or any Subsidiary and (ii) any other Subsidiary which delivers a Guaranty after of, or becomes an obligor under, the Closing Date Bank Credit Agreement to concurrently enter into a Subsidiary Note Guaranty, and within three Business Days thereafter shall will deliver to each of the holders of the Notes the following items:
(1) an executed counterpart of the such Subsidiary Note Guaranty or a joinder agreement pursuant to which such in respect of an existing Subsidiary becomes a party to the 2002 Subsidiary Note Guaranty and the Existing Subsidiary Note Guaranty, as appropriate;
(2) a certificate signed by an executive officer the President, a Vice President or another authorized Responsible Officer of such Subsidiary making representations and warranties to the effect of those contained in Sections 25.1, 105.2, 12 5.6 and 17 of Exhibit C to the Note Agreements5.7, but with respect to such Subsidiary and such Subsidiary Note Guaranty and the 2002 Subsidiary Note Guaranty and Existing Subsidiary Note Guaranty, as applicable;
(3) a certificate of a Responsible Officer of the Company certifying that at such time and after giving effect to the execution and delivery of such Subsidiary Guaranty or joinder agreement, no Default or Event of Default shall have occurred and be continuing;
(4) such documents and evidence with respect to such Subsidiary as the Requisite Required Holders may reasonably request in order to establish the existence and good standing (or equivalent standing) of such Subsidiary and the authorization of the transactions contemplated by such Subsidiary Note Guaranty and the 2002 Subsidiary Note Guaranty and Existing Subsidiary Note Guaranty; and
(45) an opinion of counsel satisfactory to the Requisite Required Holders to the effect that (A) such Subsidiary Note Guaranty or the joinder agreement pursuant to which such Subsidiary has become a party to the 2002 Subsidiary Note Guaranty and the Existing Subsidiary Note Guaranty, as the case may be, has been duly authorized, executed and delivered and constitutes the legal, valid and binding contract and agreement of such Subsidiary enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' ’ rights generally and by general equitable principles, (B) the execution, delivery and performance by such Subsidiary Guarantor of the Subsidiary Guaranty does not contravene the constituent documents of such Subsidiary Guarantor or applicable laws, and (C) such Subsidiary Guarantor’s payment obligations under the Subsidiary Guaranty rank at least pari passu, without preference or priority, with all other unsecured and unsubordinated indebtedness of such Subsidiary Guarantor.
(b) The Company may further, from time to time at its discretion and upon written notice from the Company to the holders of the Notes referring to this Section 9.7(b) (which notice shall contain a certification by a Responsible Officer as to the matters specified in clauses (i), (ii) and (iii) below), terminate the Subsidiary Guaranty issued by a Subsidiary Guarantor with effect from the date of such notice so long as (i) no Default or Event of Default shall have occurred and then be continuing or shall result therefrom, (ii) no payment by such Subsidiary Guarantor is due under such Subsidiary Guarantor’s Subsidiary Guaranty, and (iii) such Subsidiary Guarantor is not a guarantor of, or an obligor under, the Bank Credit Agreement.
Appears in 1 contract
Guaranty by Subsidiaries. (a) Subject to clause (b) of this SECTION 5.17, the The Company will cause each Subsidiary which \which delivers a Guaranty after in respect of, or becomes an obligor under, the Closing Date Company’s Bank Facilities or any Existing Private Placement Note Agreement to concurrently enter into a Subsidiary Note Guaranty, and within three Business Days thereafter shall thereafter\ to be a Subsidiary Guarantor and a Grantor on or prior to the Second Amendment Effective Date or, if later, the date it becomes a Subsidiary, and, at the time it becomes a Subsidiary Guarantor and a Grantor, deliver to each of the holders of the Notes the following items:, it being understood that any such Subsidiary \Guaranty\ Guarantor may be released from its obligations on its Subsidiary Guaranty and the applicable Security Documents in accordance with the provisions of Section 2.4(a):
(1a) an executed counterpart of the \such\a Subsidiary Note Guaranty or a \or joinder agreement pursuant to which such in respect of an existing Subsidiary becomes a party to Guaranty, as appropriate\and the 2002 Subsidiary Note Guaranty and the Existing Subsidiary Note Guarantyapplicable Security Documents;
(2b) a certificate signed by an executive officer a Responsible Officer of such Subsidiary making representations representing and warranties warranting that:
(i) the Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified as an extra-provincial or a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the effect of those contained failure to be so qualified or in Sections 2good standing could not, 10individually or in the aggregate, 12 reasonably be expected to have a Material Adverse Effect. The Subsidiary has the corporate power and 17 of Exhibit C authority to own or hold under lease the Note Agreementsproperties it purports to own or hold under lease, but with respect to such transact the business it transacts and proposes to transact, to execute and deliver \the\such Subsidiary and such Subsidiary Note Guaranty and the 2002 Subsidiary Note Guaranty applicable Security Documents, and Existing Subsidiary Note Guarantyto perform the provisions thereof\,\;
(3ii) the\such Subsidiary Guaranty \has\and the applicable Security Documents have been duly authorized by all necessary corporate action on the part of the Subsidiary, and \constitutes a\constitute legal, valid and binding \obligation\obligations of the Subsidiary enforceable against the Subsidiary in accordance with \its\their respective terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)\,\;
(iii) the execution, delivery and performance by the Subsidiary of \the\such Subsidiary Guaranty and the applicable Security Documents will not (a) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the Subsidiary under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter or by-laws or the legal equivalent of the foregoing or any other agreement or instrument to which the Subsidiary is bound or by which the Subsidiary or any of their respective properties may be bound or affected, (b) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to the Subsidiary, or (c) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Subsidiary\,\; and
(iv) no consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by the Subsidiary of \the\such Subsidiary Guaranty and the applicable Security Documents;
(c) such documents and evidence with respect to such Subsidiary as the Requisite Required Holders may reasonably request in order to establish the existence and good standing of such Subsidiary and the authorization of the transactions contemplated by such Subsidiary Note Guaranty and the 2002 Subsidiary Note Guaranty and Existing Subsidiary Note Guarantyapplicable Security Documents; and
(4d) an opinion of counsel reasonably satisfactory to the Requisite Required Holders to the effect that (i) such Subsidiary Note Guaranty or the joinder agreement pursuant to which such Subsidiary has become a party to the 2002 Subsidiary Note Guaranty and the Existing Subsidiary Note Guaranty, as the case may be, has \has been duly authorized, executed and delivered and constitutes constitutes\and the applicable Security Documents have been duly authorized, executed and delivered and constitute the legal, valid and binding contract \contract\contracts and agreement \agreement\agreements of such Subsidiary enforceable in accordance with its \its\their terms, except as an \an enforcement of such terms \such \terms\enforceability may be limited by (A) applicable bankruptcy, insolvency, reorganization, moratorium and \and\or other similar laws affecting the enforcement of creditors' ’ rights generally and by \by\(B) general equitable principles\equitable \principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), (ii) the applicable Security Documents create a valid security interest or a valid floating charge, as applicable, in favor of the Collateral Agent in the Collateral in which the relevant Subsidiary has rights and (iii) registration has been made in all public offices required to perfect such security interest and to cause such floating charge to be registered at the applicable personal property registry to the extent possible.
Appears in 1 contract
Guaranty by Subsidiaries. (a) Subject The Company may, at its election, at any time or from time to clause (b) of this SECTION 5.17time, the Company will cause each any Subsidiary which delivers a Guaranty after the Closing Date to concurrently enter into is not then a Subsidiary Note Guaranty, and within three Business Days thereafter shall Guarantor to become a Subsidiary Guarantor by satisfying the following conditions:
(i) deliver to each of the holders of the Notes the following items:
(1) of an executed counterpart of the a Subsidiary Note Guaranty Guaranty, or a joinder agreement pursuant to which in respect of an existing Subsidiary Guaranty, as appropriate executed by such Subsidiary becomes a party to the 2002 Subsidiary Note Guaranty and the Existing Subsidiary Note GuarantySubsidiary;
(2ii) deliver to each of the holders of the Notes of a certificate signed by an executive the president, a vice president or another authorized officer of such Subsidiary (A) making representations and warranties to the effect of those contained in Sections 25.1, 105.2, 12 5.6 and 17 of Exhibit C to the Note Agreements5.7, but with respect to such Subsidiary and such Subsidiary Note Guaranty Guaranty, as applicable and (B) certifying that at such time (and after giving effect to such Subsidiary Guaranty) (1) no Default or Event of Default shall have occurred and be continuing and (2) such Subsidiary (x) will not be insolvent, (y) will not be engaged in any business or transaction, or about to engage in any business or transaction, for which it has unreasonably small capital and (z) does not intend to, and will not, hinder, delay or defraud any Person to which it is, or will become, indebted, in each of the 2002 foregoing such cases after taking into account the reasonable likelihood of having to perform under such Subsidiary Note Guaranty and Existing Subsidiary Note Guaranty;
(3iii) deliver to each of the holders of the Notes such documents and evidence with respect to such Subsidiary as the Requisite Required Holders may reasonably request in order to establish the existence and good standing of such Subsidiary and the authorization of the transactions contemplated by such Subsidiary Note Guaranty and the 2002 Subsidiary Note Guaranty and Existing Subsidiary Note Guaranty; and;
(4iv) deliver to each holder of a Note an opinion or opinions of counsel satisfactory to the Requisite Holders to the combined effect that the Subsidiary Guaranty of such Subsidiary Note Guaranty or the joinder agreement pursuant to which such Subsidiary has become a party to the 2002 Subsidiary Note Guaranty and the Existing Subsidiary Note Guaranty, as the case may be, has been duly authorized, executed and delivered by such Subsidiary and constitutes the a legal, valid and binding contract and agreement of obligation enforceable against such Subsidiary enforceable Guarantor in accordance with its terms, except as an enforcement subject to customary and reasonable exceptions and assumptions under the circumstances; Sensient Technologies Corporation Note Purchase Agreement (v) payment of such terms may be limited by bankruptcyall reasonable fees and expenses of the holders of the Notes, insolvencyincluding, reorganizationwithout limitation, moratorium the reasonable fees of not more than one special counsel representing all of the holders of the Notes, incurred in connection with the execution and similar laws affecting delivery of the enforcement of creditors' rights generally Subsidiary Guaranty and by general equitable principles.the related opinion described above; and
Appears in 1 contract
Sources: Note Purchase Agreement (Sensient Technologies Corp)
Guaranty by Subsidiaries. (a) Subject If at any time, pursuant to clause (b) the terms and conditions of this SECTION 5.17any Major Credit Facility, any existing or newly acquired or formed Subsidiary of the Company becomes obligated as a guarantor or obligor under such Major Credit Facility, the Company will shall, at its sole cost and expense, cause each such Subsidiary which delivers a Guaranty after the Closing Date to concurrently enter into therewith become a Subsidiary Note GuarantyGuarantor in respect of this Agreement and the Notes, and within three ten (10) Business Days thereafter shall deliver to each of the holders of the Notes the following items:
(1) an executed counterpart of the Subsidiary Note Guaranty or a joinder agreement pursuant to which such Subsidiary becomes a party supplement to the 2002 Subsidiary Note Guaranty and Agreement in the Existing Subsidiary Note Guarantyform of Exhibit A thereto (a “Guaranty Supplement”);
(2) a certificate signed by an executive officer of such Subsidiary making representations and warranties to the effect of those contained in Sections 2, 10, 12 and 17 of Exhibit C to the Note Agreements, but with respect to such Subsidiary and such Subsidiary Note Guaranty and the 2002 Subsidiary Note Guaranty and Existing Subsidiary Note Guaranty;
(3) such documents and evidence with respect to such Subsidiary as the Requisite Required Holders may reasonably request in order to establish the existence and good standing of such Subsidiary and the authorization of the transactions contemplated by such Subsidiary Note Guaranty and the 2002 Subsidiary Note Guaranty and Existing Subsidiary Note Guaranty; andSupplement;
(43) an opinion of counsel to the Company and such Subsidiary in form and substance satisfactory to the Requisite Required Holders to the effect that (i) such Subsidiary Note Guaranty or the joinder agreement pursuant to which such Subsidiary has become a party to the 2002 Subsidiary Note Guaranty and the Existing Subsidiary Note Guaranty, as the case may be, Supplement has been duly authorized, executed and delivered and by such Subsidiary, (ii) the Guaranty Agreement as supplemented by such Guaranty Supplement constitutes the legal, valid and binding contract and agreement of such Subsidiary Subsidiary, enforceable in accordance with its terms, terms (except as an enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent conveyance and similar laws affecting the enforcement of creditors' ’ rights generally and by general equitable principles) and (iii) the execution, delivery and performance by such Subsidiary of such Guaranty Supplement do not (A) violate any law, rule or regulation applicable to such Subsidiary, or (B)(1)conflict with or result in any breach of any of the provisions of or constitute a default under or result in the creation or imposition of any Lien not permitted by Section 10.5 or (2) conflict with or result in any breach of any of the provisions of or constitute a default under (I) the provisions of the charter, bylaws, certificate of formation, operating agreement or other constitutive documents of such Subsidiary, or (II) any agreement or other instrument to which such Subsidiary is a party or by which such Subsidiary may be bound; provided, that notwithstanding anything contained in this Section 9.6(a) to the contrary, the Company shall be under no obligation to (but may in its sole discretion) require any Foreign Subsidiary to become a Guarantor in respect of this Agreement and the Notes to the extent such Foreign Subsidiary’s obligations under all Major Credit Facilities consist solely of direct borrowings solely to such Foreign Subsidiary (a “Foreign Borrowing”) or guaranties of a Foreign Borrowing by another Foreign Subsidiary.
(b) If at any time, pursuant to the terms and conditions of all of the Major Credit Facilities, any Guarantor is discharged and released from its Guaranty of Indebtedness under all of the Major Credit Facilities and (1) such Guarantor is not a co-obligor under any of the Major Credit Facilities and (2) the Company shall have delivered to each holder of Notes an Officer’s Certificate certifying that (i) the condition specified in clause (1) above has been satisfied and (ii) immediately preceding the release of such Guarantor from the Guaranty Agreement and after giving effect thereto, no Default or Event of Default shall have existed or would exist, then, upon receipt by the holders of Notes of such Officer’s Certificate, such Guarantor shall be discharged and released, automatically and without the need for any further action, from its obligations under the Guaranty Agreement; provided that, if in connection with any release of a Guarantor from its Guaranty of Indebtedness under any Major Credit Facility any fee or other consideration (excluding, for the avoidance of doubt, any repayment of the principal or interest under any Major Credit Facility in connection with such release) is paid or given to any holder of Indebtedness under such Major Credit Facility in connection with such release, each holder of a Note shall receive equivalent consideration on a pro rata basis in connection with such Guarantor’s release from the Guaranty Agreement. Without limiting the foregoing, for purposes of further assurance, each of the holders of the Notes agrees to provide to the Company and such Guarantor, if reasonably requested by the Company or such Guarantor and at the Company’s expense, written evidence of such discharge and release signed by such holder.
(c) If at any time, pursuant to the terms and conditions of any other Major Credit Facility, the Company or any of its Subsidiaries are required to or elect to grant Liens on any of their assets to secure the Indebtedness evidenced by such Major Credit Facility, the Company will, at its sole cost and expense, grant, or cause such Subsidiary to grant, Liens on such assets in favor of the holders of the Notes (or in favor of a collateral agent reasonably acceptable to the Required Holders for the benefit of the holders of the Notes), and within ten (10) Business Days thereafter will deliver to each of the holders of the Notes the following items:
(1) such security documents as the Required Holders deem reasonably necessary or advisable to grant to the holders of Notes (or such collateral agent for the benefit of the holders of Notes) a perfected first priority security interest to (or for the benefit of) the holders of Notes;
(2) such documents and evidence with respect to such Liens as the Required Holders may reasonably request in order to establish the existence and priority of such Liens and the authorization of the transactions contemplated by such security documents; and
(3) an opinion of counsel to the Company or such Subsidiary in form and substance satisfactory to the Required Holders to the effect that (x) such security documents have been duly authorized, executed and delivered by the Company or such Subsidiary, (y) such security documents constitute the legal, valid and binding contract and agreement of the Company or such Subsidiary, enforceable in accordance with their terms (except as enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles) and (z) the execution, delivery and performance by the Company or such Subsidiary of such security documents do not violate (A) any law, rule or regulation applicable to the Company or such Subsidiary, or (B)(1) conflict with or result in any breach of any of the provisions of or constitute a default under or result in the creation or imposition of any Lien not permitted by Section 10.5 or (2) conflict with or result in any breach of any of the provisions of or constitute a default under (I) the provisions of the charter, bylaws, certificate of formation, operating agreement or other constitutive documents of the Company or such Subsidiary, or (II) any agreement or other instrument to which the Company or such Subsidiary is a party or by which such Subsidiary may be bound;
(d) If at any time, pursuant to the terms and conditions of any Major Credit Facility, Liens granted by the Company or any Subsidiary are released under all of the Major Credit Facilities and the Company will have delivered to each holder of Notes an Officer’s Certificate certifying that immediately preceding the release of such Liens and after giving effect thereto, no Default or Event of Default will have existed or would exist, then, upon receipt by the holders of Notes of such Officer’s Certificate, such Liens in favor of the holders of Notes will be discharged and released, automatically and without the need for any further action; provided that, if in connection with any release of such Liens under any Major Credit Facility any fee or other consideration (excluding, for the avoidance of doubt, any repayment of the principal or interest under any Major Credit Facility in connection with such release) is paid or given to any holder of Indebtedness under such Major Credit Facility in connection with such release, each holder of a Note shall receive equivalent consideration on a pro rata basis in connection with such release of Liens securing the Indebtedness evidenced by this Agreement and the Notes. Without limiting the foregoing, for purposes of further assurance, each of the holders of the Notes agrees to provide to the Company, if reasonably requested by the Company and at the Company’s expense, written evidence of such discharge and release signed by such holder (or the collateral agent appointed by the holders of Notes).”
(c) Section 9.7
Appears in 1 contract
Guaranty by Subsidiaries. (a) Subject to clause (b) of this SECTION 5.17, the The Company will cause (1) each Subsidiary which delivers a Guaranty after of, or becomes a borrower or obligor under, the Closing Date Bank Credit Agreement or the 2017 Note Purchase Agreement to concurrently enter into a Subsidiary Note Guaranty and (2) any Equity Participation Subsidiary to concurrently with the formation thereof enter into a Subsidiary Guaranty, and, in the case of both clause (1) and within three Business Days thereafter shall (2) deliver to each of the holders of the Notes the following items:
(1i) an executed counterpart of the such Subsidiary Note Guaranty or a joinder agreement pursuant to which such in respect of an existing Subsidiary becomes a party to the 2002 Subsidiary Note Guaranty and the Existing Subsidiary Note Guaranty, as appropriate;
(2ii) a certificate signed by an executive officer the President, a Vice President or another authorized Responsible Officer of the Company or such Subsidiary making representations and warranties to the effect of those contained in Sections 25.1, 105.2, 12 5.6 and 17 of Exhibit C to the Note Agreements5.7, but with respect to such Subsidiary and such Subsidiary Note Guaranty and the 2002 Subsidiary Note Guaranty and Existing Subsidiary Note Guaranty, as applicable;
(3iii) a certificate of a Responsible Officer of the Company certifying that at such time and after giving effect to the execution and delivery of such Subsidiary Guaranty or joinder agreement, no Default or Event of Default shall have occurred and be continuing;
(iv) such documents and evidence with respect to such Subsidiary as the Requisite Holders may reasonably request in order necessary to establish the existence and good standing of such Subsidiary and the authorization of the transactions contemplated by such Subsidiary Note Guaranty and the 2002 Subsidiary Note Guaranty and Existing Subsidiary Note Guaranty▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇; and
(4v) an opinion of counsel satisfactory to the Requisite Holders to the effect that such Subsidiary Note Guaranty or the joinder agreement pursuant to which such Subsidiary has become a party to the 2002 Subsidiary Note Guaranty and the Existing Subsidiary Note Guaranty, as the case may be, has been duly authorized, executed and delivered and constitutes the legal, valid and binding contract and agreement of such Subsidiary enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' ’ rights generally and by general equitable principles.
(b) The Company may, from time to time at its discretion and upon written notice from the Company to the holders of the Notes referring to this Section 9.8(b) (which notice shall contain a certification by a Responsible Officer as to the matters specified in clauses (i), (ii), (iii) and (iv) below), terminate the Subsidiary Guaranty issued by a Subsidiary Guarantor in accordance with Section 9.8(a)(1) with effect from the date of such notice so long as (i) no Default or Event of Default shall have occurred and then be continuing or shall result therefrom, (ii) no payment by such Subsidiary Guarantor is due under such Subsidiary Guarantor’s Subsidiary Guaranty, (iii) such Subsidiary Guarantor is not a guarantor of, or a borrower or obligor under, the Bank Credit Agreement or the 2017 Note Purchase Agreement and (iv) such Subsidiary Guarantor shall not have received assets from the Company as permitted by Section 10.5(c) in contemplation of such release; Artisan Partners Holdings LP Note Purchase Agreement provided that, notwithstanding the foregoing and for the avoidance of doubt, the Subsidiary Guaranty issued by Artisan Partners Limited Partnership shall not be terminated pursuant to this Section 9.8(b).
(c) The Company agrees that it will not, nor will it permit any Subsidiary or Affiliate to, directly or indirectly, pay or cause to be paid any consideration or remuneration, whether by way of supplemental or additional interest, fee or otherwise, to any creditor of the Company or of any Subsidiary Guarantor as consideration for or as an inducement to the entering into by any such creditor of any release or discharge of any Subsidiary Guarantor with respect to any liability of such Subsidiary Guarantor as guarantor of, or a borrower or obligor under, the Bank Credit Agreement or the 2017 Note Purchase Agreement, unless such consideration or remuneration is concurrently paid, on the same terms, ratably to the holders of all of the Notes then outstanding.
Appears in 1 contract
Sources: Note Purchase Agreement (Artisan Partners Asset Management Inc.)
Guaranty by Subsidiaries. (a) Subject The Company may, at its election, at any time or from time to clause (b) of this SECTION 5.17time, the Company will cause each any Subsidiary which delivers a Guaranty after the Closing Date to concurrently enter into is not then a Subsidiary Note Guaranty, and within three Business Days thereafter shall Guarantor to become a Subsidiary Guarantor by satisfying the following conditions:
(i) deliver to each of the holders of the Notes the following items:
(1) of an executed counterpart of the a Subsidiary Note Guaranty Guaranty, or a joinder agreement pursuant to which in respect of an existing Subsidiary Guaranty, as appropriate executed by such Subsidiary becomes a party to the 2002 Subsidiary Note Guaranty and the Existing Subsidiary Note GuarantySubsidiary;
(2ii) deliver to each of the holders of the Notes of a certificate signed by an executive the president, a vice president or another authorized officer of such Subsidiary (A) making representations and warranties to the effect of those contained in Sections 25.1, 105.2, 12 5.6 and 17 of Exhibit C to the Note Agreements5.7, but with respect to such Subsidiary and such Subsidiary Note Guaranty Guaranty, as applicable and (B) certifying that at such time (and after giving effect to such Subsidiary Guaranty) (1) no Default or Event of Default shall have occurred and be continuing and (2) such Subsidiary (x) will not be insolvent, (y) will not be engaged in any business or transaction, or about to engage in any business or transaction, for which it has unreasonably small capital and (z) does not intend to, and will not, hinder, delay or defraud any Person to which it is, or will become, indebted, in each of the 2002 foregoing such cases after taking into account the reasonable likelihood of having to perform under such Subsidiary Note Guaranty and Existing Subsidiary Note Guaranty;
(3iii) deliver to each of the holders of the Notes such documents and evidence with respect to such Subsidiary as the Requisite Required Holders may reasonably request in order to establish the existence and good standing of such Subsidiary and the authorization of the transactions contemplated by such Subsidiary Note Guaranty and the 2002 Subsidiary Note Guaranty and Existing Subsidiary Note Guaranty; and;
(4iv) deliver to each holder of a Note an opinion or opinions of counsel satisfactory to the Requisite Holders to the combined effect that the Subsidiary Guaranty of such Subsidiary Note Guaranty or the joinder agreement pursuant to which such Subsidiary has become a party to the 2002 Subsidiary Note Guaranty and the Existing Subsidiary Note Guaranty, as the case may be, has been duly authorized, executed and delivered by such Subsidiary and constitutes the a legal, valid and binding contract and agreement of obligation enforceable against such Subsidiary enforceable Guarantor in accordance with its terms, except subject to customary and reasonable exceptions and assumptions under the circumstances; Sensient Technologies Corporation Note Purchase Agreement
(v) payment of all reasonable fees and expenses of the holders of the Notes, including, without limitation, the reasonable fees of not more than one special counsel representing all of the holders of the Notes, incurred in connection with the execution and delivery of the Subsidiary Guaranty and the related opinion described above; and
(vi) deliver to each holder of a Note of evidence of the appointment of the Company as such Subsidiary’s agent to receive, for it and on it’s behalf service of process in the State of New York with respect thereto.
(b) The Company may further, from time to time at its discretion and upon written notice from the Company to the holders of the Notes referring to this Section 9.7(b) (which notice shall contain a certification (including setting forth the information (including reasonably detailed computations) reasonably required to confirm the conclusions contained therein) by a Responsible Officer as to (i) the matters specified in clauses (c) and (d) below and (ii) that no Default or Event of Default shall have occurred and then be continuing or shall result therefrom) (the “Termination Notice”), terminate the Subsidiary Guaranty issued by a Subsidiary Guarantor with effect from the date of such notice, so long as no Default or Event of Default shall have occurred and then be continuing or shall result therefrom.
(c) The Company agrees that so long as any Subsidiary is a guarantor or a borrower under or with respect to the Bank Credit Agreement, the 2017 Notes, the 2011 Notes, or any of the 2015Existing Notes, such Subsidiary shall at all such times be a Subsidiary Guarantor.
(d) The Company agrees that it will not, nor will it permit any Subsidiary or Affiliate to, directly or indirectly, pay or cause to be paid any consideration or remuneration, whether by way of supplemental or additional interest, fee or otherwise, to any creditor of the Company or of any Subsidiary Guarantor as consideration for or as an enforcement inducement to the entering into by any such creditor of any release or discharge of any Subsidiary Guarantor with respect to any liability of such terms Subsidiary Guarantor as an obligor or guarantor under or in respect of Debt of the Company, unless such consideration or remuneration is concurrently paid, on the same terms, ratably to the holders of all of the Notes then outstanding. Although it will not be a Default or an Event of Default if the Company fails to comply with any provision of this Section 9 on or after the date of this Agreement and prior to the Closing, if such a failure occurs, then any of the Purchasers may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting elect not to purchase the enforcement Notes on the date of creditors' rights generally and by general equitable principles.Closing that is specified in Section 3. Sensient Technologies Corporation Note Purchase Agreement
Appears in 1 contract
Sources: Note Purchase Agreement (Sensient Technologies Corp)
Guaranty by Subsidiaries. (a) Subject If at any time, pursuant to clause (b) the terms and conditions of this SECTION 5.17the Bank Credit Agreement, any existing or newly acquired or formed Subsidiary of the Company becomes obligated as a guarantor or obligor under the Bank Credit Agreement, the Company will shall, at its sole cost and expense, cause each such Subsidiary which delivers a Guaranty after the Closing Date to concurrently enter into therewith become a Subsidiary Note GuarantyGuarantor in respect of this Agreement and the Notes, and within three ten (10) Business Days thereafter shall deliver to each of the holders of the Notes the following items:
(1) an executed counterpart of the Subsidiary Note Guaranty or a joinder agreement pursuant to which such Subsidiary becomes a party supplement to the 2002 Subsidiary Note Guaranty and Agreement in the Existing Subsidiary Note Guarantyform of Exhibit A thereto (a "GUARANTY SUPPLEMENT");
(2) a certificate signed by an executive officer of such Subsidiary making representations and warranties to the effect of those contained in Sections 2, 10, 12 and 17 of Exhibit C to the Note Agreements, but with respect to such Subsidiary and such Subsidiary Note Guaranty and the 2002 Subsidiary Note Guaranty and Existing Subsidiary Note Guaranty;
(3) such documents and evidence with respect to such Subsidiary as the Requisite Required Holders may reasonably request in order to establish the existence and good standing of such Subsidiary and the authorization of the transactions contemplated by such Subsidiary Note Guaranty and the 2002 Subsidiary Note Guaranty and Existing Subsidiary Note GuarantySupplement; and
(43) an opinion of counsel to the Company and such Subsidiary in form and substance satisfactory to the Requisite Required Holders to the effect that (i) such Subsidiary Note Guaranty or the joinder agreement pursuant to which such Subsidiary has become a party to the 2002 Subsidiary Note Guaranty and the Existing Subsidiary Note Guaranty, as the case may be, Supplement has been duly authorized, executed and delivered and by such Subsidiary, (ii) the Guaranty Agreement as supplemented by such Guaranty Supplement constitutes the legal, valid and binding contract and agreement of such Subsidiary Subsidiary, enforceable in accordance with its terms, terms (except as an enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent conveyance and similar laws affecting the enforcement of creditors' rights generally and by general equitable principles) and (iii) the execution, delivery and performance by such Subsidiary of such Guaranty Supplement do not violate any law, rule or regulation applicable to such Subsidiary, or conflict with or result in any breach of any of the provisions of or constitute a default under or result in the creation or imposition of any Lien not permitted by Section 10.5 pursuant to (A) the provisions of the charter, bylaws, certificate of formation, operating agreement or other constitutive documents of -19- such Subsidiary, or (B) any agreement or other instrument to which such Subsidiary is a party or by which such Subsidiary may be bound.
(b) If at any time, pursuant to the terms and conditions of the Bank Credit Agreement, any Guarantor is discharged and released from its Guaranty of Indebtedness under the Bank Credit Agreement and (1) such Guarantor is not a co-obligor under the Bank Credit Agreement and (2) the Company shall have delivered to each holder of Notes an Officer's Certificate certifying that (i) the condition specified in clause (1) above has been satisfied and (ii) immediately preceding the release of such Guarantor from the Guaranty Agreement and after giving effect thereto, no Default or Event of Default shall have existed or would exist, then, upon receipt by the holders of Notes of such Officer's Certificate, such Guarantor shall be discharged and released, automatically and without the need for any further action, from its obligations under the Guaranty Agreement. Without limiting the foregoing, for purposes of further assurance, each of the holders of the Notes agrees to provide to the Company and such Guarantor, if reasonably requested by the Company or such Guarantor and at the Company's expense, written evidence of such discharge and release signed by such holder.
Appears in 1 contract
Guaranty by Subsidiaries. (a) Subject The Company may, at its election, at any time or from time to clause (b) of this SECTION 5.17time, the Company will cause each any Subsidiary which delivers a Guaranty after the Closing Date to concurrently enter into is not then a Subsidiary Note Guaranty, and within three Business Days thereafter shall Guarantor to become a Subsidiary Guarantor by satisfying the following conditions:
(i) deliver to each of the holders of the Notes the following items:
(1) of an executed counterpart of the a Subsidiary Note Guaranty Guaranty, or a joinder agreement pursuant to which in respect of an existing Subsidiary Guaranty, as appropriate executed by such Subsidiary becomes a party to the 2002 Subsidiary Subsidiary; Sensient Technologies Corporation Note Guaranty and the Existing Subsidiary Note Guaranty;Purchase Agreement
(2ii) deliver to each of the holders of the Notes of a certificate signed by an executive the president, a vice president or another authorized officer of such Subsidiary (A) making representations and warranties to the effect of those contained in Sections 25.1, 105.2, 12 5.6 and 17 of Exhibit C to the Note Agreements5.7, but with respect to such Subsidiary and such Subsidiary Note Guaranty Guaranty, as applicable and (B) certifying that at such time (and after giving effect to such Subsidiary Guaranty) (1) no Default or Event of Default shall have occurred and be continuing and (2) such Subsidiary (x) will not be insolvent, (y) will not be engaged in any business or transaction, or about to engage in any business or transaction, for which it has unreasonably small capital and (z) does not intend to, and will not, hinder, delay or defraud any Person to which it is, or will become, indebted, in each of the 2002 foregoing such cases after taking into account the reasonable likelihood of having to perform under such Subsidiary Note Guaranty and Existing Subsidiary Note Guaranty;
(3iii) deliver to each of the holders of the Notes such documents and evidence with respect to such Subsidiary as the Requisite Required Holders may reasonably request in order to establish the existence and good standing of such Subsidiary and the authorization of the transactions contemplated by such Subsidiary Note Guaranty and the 2002 Subsidiary Note Guaranty and Existing Subsidiary Note Guaranty; and;
(4iv) deliver to each holder of a Note an opinion or opinions of counsel satisfactory to the Requisite Holders to the combined effect that the Subsidiary Guaranty of such Subsidiary Note Guaranty or the joinder agreement pursuant to which such Subsidiary has become a party to the 2002 Subsidiary Note Guaranty and the Existing Subsidiary Note Guaranty, as the case may be, has been duly authorized, executed and delivered by such Subsidiary and constitutes the a legal, valid and binding contract and agreement of obligation enforceable against such Subsidiary enforceable Guarantor in accordance with its terms, except subject to customary and reasonable exceptions and assumptions under the circumstances;
(v) payment of all reasonable fees and expenses of the holders of the Notes, including, without limitation, the reasonable fees of not more than one special counsel representing all of the holders of the Notes, incurred in connection with the execution and delivery of the Subsidiary Guaranty and the related opinion described above; and
(vi) deliver to each holder of a Note of evidence of the appointment of the Company as such Subsidiary’s agent to receive, for it and on its behalf service of process in the State of New York with respect thereto.
(b) The Company may further, from time to time at its discretion and upon written notice from the Company to the holders of the Notes referring to this Section 9.7(b) (which notice shall contain a certification (including setting forth the information (including reasonably detailed computations) reasonably required to confirm the conclusions contained therein) by a Responsible Officer as to (i) the matters specified in clauses (c) and (d) below and (ii) that no Default or Event of Default shall have occurred and then be continuing or shall result therefrom) (the “Termination Notice”), terminate the Subsidiary Guaranty issued by a Subsidiary Guarantor with effect from the date of such notice, so long as no Default or Event of Default shall have occurred and then be continuing or shall result therefrom.
(c) The Company agrees that so long as any Subsidiary is a guarantor or a borrower under or with respect to the Bank Credit Agreement or any of the Existing Notes, such Subsidiary shall at all such times be a Subsidiary Guarantor.
(d) The Company agrees that it will not, nor will it permit any Subsidiary or Affiliate to, directly or indirectly, pay or cause to be paid any consideration or remuneration, whether by way of supplemental or additional interest, fee or otherwise, to any creditor of the Company or of any Subsidiary Guarantor as consideration for or as an enforcement inducement to the entering into by any such creditor of any release or discharge of any Subsidiary Guarantor with respect to any liability of such terms may be limited by bankruptcySubsidiary Guarantor as an obligor or guarantor under or in respect of Debt of the Company, insolvencyunless such consideration or remuneration is concurrently paid, reorganizationon the same terms, moratorium and similar laws affecting ratably to the enforcement holders of creditors' rights generally and by general equitable principles.all of the Notes then outstanding. Sensient Technologies Corporation Note Purchase Agreement
Appears in 1 contract
Sources: Note Purchase Agreement (Sensient Technologies Corp)
Guaranty by Subsidiaries. (a) Subject The Guarantor may, at its election, at any time and from time to clause (b) of this SECTION 5.17time, the Company will cause each any Subsidiary which delivers a Guaranty after the Closing Date to concurrently enter into is not then a Subsidiary Note Guarantor to BGC Partners, Inc. Guaranty become a Subsidiary Guarantor pursuant to a Subsidiary Guaranty, and within three Business Days thereafter ; provided that concurrently therewith the Guarantor shall deliver to each of the holders of the Notes the following items:
(1i) an executed counterpart of a Guaranty substantially in the Subsidiary form of Exhibit 2.2(c) to the Note Guaranty Purchase Agreement or a joinder agreement pursuant to which such in respect of an existing Subsidiary becomes a party to the 2002 Subsidiary Note Guaranty and the Existing Subsidiary Note Guaranty, as appropriate;
(2ii) a certificate signed by an executive authorized officer of such Subsidiary making representations and warranties to the effect of those contained in Sections 25.1, 105.2, 12 5.6 and 17 of Exhibit C to the Note Agreements5.7, but with respect to such Subsidiary and such Subsidiary Note Guaranty and the 2002 Subsidiary Note Guaranty and Existing Subsidiary Note Guaranty, as applicable;
(3iii) such documents and evidence with respect to such Subsidiary as the Requisite Required Holders may reasonably request in order to establish the existence and good standing of such Subsidiary and the authorization of the transactions contemplated by such Subsidiary Note Guaranty and the 2002 Subsidiary Note Guaranty and Existing Subsidiary Note Guaranty; and
(4iv) an opinion of counsel satisfactory to the Requisite Required Holders to the effect that such Subsidiary Note Guaranty or the joinder agreement pursuant to which such Subsidiary has become a party to the 2002 Subsidiary Note Guaranty and the Existing Subsidiary Note Guaranty, as the case may be, has been duly authorized, executed and delivered and constitutes the legal, valid and binding contract and agreement of such Subsidiary enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' ’ rights generally and by general equitable principles.
(b) The holders of the Notes acknowledge and agree that such holders will discharge and release any Subsidiary Guarantor (other than a Subsidiary that becomes a Subsidiary Guarantor by application of Section 8.5(iii)(2)) from the Subsidiary Guaranty to which it is a party pursuant to the written request of the Guarantor, provided that (i) either (1) such Subsidiary Guarantor has been released and discharged as an obligor and/or guarantor under and in respect of all Priority Debt or (2) the liability of such Subsidiary Guarantor as obligor and/or guarantor in respect of all Priority Debt is at the time of discharge and release of such Subsidiary Guaranty incurred within the limitations of Section 8.2(b), and, in either event, the Guarantor so certifies to the holders of the Notes in a certificate that shall accompany such request for release and discharge, which certificate shall also include information in reasonable detail to show compliance with Section 8.2(b) if such release and discharge is requested pursuant to clause (2) hereof, (ii) any such release and discharge shall be expressly conditioned upon receipt by the holders of the Notes of a written agreement executed by the Subsidiary Guarantor to be released pursuant to which such Subsidiary Guarantor shall agree that if, for any reason whatsoever, it thereafter becomes an obligor and/or guarantor under and in respect of any Priority Debt, then such Subsidiary Guarantor shall contemporaneously provide written notice thereof to the holders of the Notes accompanied by either (1) an executed Subsidiary Guaranty of such Subsidiary Guarantor or (2) a certificate of the Guarantor certifying to the holders of the Notes that the liability of such Subsidiary Guarantor as an obligor and/or guarantor under or in respect of Priority Debt is incurred within the limitations of Section 8.2(b), which certificate shall also include information in reasonable detail to show compliance with Section 8.2(b), and (iii) at the time of such release and discharge, the Guarantor shall deliver a certificate of a Responsible Officer to the holders of the Notes certifying that no Default or Event of Default exists. BGC Partners, Inc. Guaranty
Appears in 1 contract
Sources: Guaranty (BGC Partners, Inc.)
Guaranty by Subsidiaries. (a) Subject to clause (b) of this SECTION 5.17, the The Company will cause each Subsidiary which delivers a Guaranty after to the Closing Date Agent or any other lender which is a party to the Bank Credit Agreement concurrently to enter into a Subsidiary Note Guaranty, and within three Business Days thereafter shall will deliver to each of the holders of the Notes the following items:
(1a) an executed counterpart of the such Subsidiary Note Guaranty or a joinder agreement pursuant to which such in respect of an existing Subsidiary becomes a party to the 2002 Subsidiary Note Guaranty and the Existing Subsidiary Note Guaranty, as appropriate;
(2b) a certificate signed by an executive officer the President, a Vice President or another authorized Responsible Officer of such Subsidiary making representations and warranties to the effect of those contained in Sections 2SECTIONS 5.1, 105.2, 12 5.6 and 17 of Exhibit C to the Note Agreements5.7, but with respect to such Subsidiary and such Subsidiary Note Guaranty and the 2002 Subsidiary Note Guaranty and Existing Subsidiary Note Guaranty, as applicable;
(3c) such documents and evidence with respect to such Subsidiary as any holder of the Requisite Holders Notes may reasonably request in order to establish the existence and good standing of such Subsidiary and the authorization of the transactions contemplated by such Subsidiary Note Guaranty and the 2002 Subsidiary Note Guaranty and Existing Subsidiary Note Guaranty; and;
(4d) an opinion of counsel satisfactory to the Requisite Required Holders to the effect that such Subsidiary Note Guaranty or the joinder agreement pursuant to which such Subsidiary has become a party to the 2002 Subsidiary Note Guaranty and the Existing Subsidiary Note Guaranty, as the case may be, has been duly authorized, executed and delivered and constitutes the legal, valid and binding contract and agreement of such Subsidiary enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' rights generally and by general equitable principles; and
(e) an executed counterpart of an intercreditor agreement or joinder agreement in respect of the Intercreditor Agreement among the holders of the Notes and each such Person to which a Subsidiary is then delivering a Guaranty giving rise the requirements of this SECTION 9.8, which agreement or joinder agreement, as the case may be, shall provide that the proceeds from the enforcement of any such Guaranty shall be shared on an equal and ratable basis with the holders of the Notes.
Appears in 1 contract
Sources: Note Purchase Agreement (St Joe Co)
Guaranty by Subsidiaries. (a) Subject to clause (b) of this SECTION 5.17, the The Company will cause each Subsidiary which delivers a Guaranty after of, or becomes a borrower or obligor under, the Closing Date Bank Credit Agreement to concurrently enter into a Subsidiary Note Guaranty, and within three Business Days thereafter shall deliver to each of the holders of the Notes the following items:
(1i) an executed counterpart of the such Subsidiary Note Guaranty or a joinder agreement pursuant to which such in respect of an existing Subsidiary becomes a party to the 2002 Subsidiary Note Guaranty and the Existing Subsidiary Note Guaranty, as appropriate;
(2ii) a certificate signed by an executive officer the President, a Vice President or another authorized Responsible Officer of such Subsidiary making representations and warranties to the effect of those contained in Sections 25.1, 105.2, 12 5.6 and 17 of Exhibit C to the Note Agreements5.7, but with respect to such Subsidiary and such Subsidiary Note Guaranty and the 2002 Subsidiary Note Guaranty and Existing Subsidiary Note Guaranty, as applicable;
(3iii) a certificate of a Responsible Officer of the Company certifying that at such time and after giving effect to the execution and delivery of such Subsidiary Guaranty or joinder agreement, no Default or Event of Default shall have occurred and be continuing;
(iv) such documents and evidence with respect to such Subsidiary as the Requisite Holders may reasonably request in order necessary to establish the existence and good standing of such Subsidiary and the authorization of the transactions contemplated by such Subsidiary Note Guaranty and the 2002 Subsidiary Note Guaranty and Existing Subsidiary Note Guaranty▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇; and
(4v) an opinion of counsel satisfactory to the Requisite Holders to the effect that such Subsidiary Note Guaranty or the joinder agreement pursuant to which such Subsidiary has become a party to the 2002 Subsidiary Note Guaranty and the Existing Subsidiary Note Guaranty, as the case may be, has been duly authorized, executed and delivered and constitutes the legal, valid and binding contract and agreement of such Subsidiary enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' ’ rights generally and by general equitable principles. Artisan Partners Holdings LP Note Purchase Agreement
(b) The Company may, from time to time at its discretion and upon written notice from the Company to the holders of the Notes referring to this Section 9.8(b) (which notice shall contain a certification by a Responsible Officer as to the matters specified in clauses (i), (ii), (iii) and (iv) below) (the “Termination Notice”), terminate the Subsidiary Guaranty issued by such Subsidiary Guarantor with effect from the date of such notice so long as (i) no Default or Event of Default shall have occurred and then be continuing or shall result therefrom, (ii) no payment by such Subsidiary Guarantor is due under such Subsidiary Guarantor’s Subsidiary Guaranty, (iii) such Subsidiary Guarantor is not a guarantor of, or a borrower or obligor under, the Bank Credit Agreement and (iv) such Subsidiary Guarantor shall not have received assets from the Company as permitted by Section 10.5(c) in contemplation of such release.
(c) The Company agrees that it will not, nor will it permit any Subsidiary or Affiliate to, directly or indirectly, pay or cause to be paid any consideration or remuneration, whether by way of supplemental or additional interest, fee or otherwise, to any creditor of the Company or of any Subsidiary Guarantor as consideration for or as an inducement to the entering into by any such creditor of any release or discharge of any Subsidiary Guarantor with respect to any liability of such Subsidiary Guarantor as guarantor of, or a borrower or obligor under, the Bank Credit Agreement, unless such consideration or remuneration is concurrently paid, on the same terms, ratably to the holders of all of the Notes then outstanding.
Appears in 1 contract
Sources: Note Purchase Agreement (Artisan Partners Asset Management Inc.)
Guaranty by Subsidiaries. (a) Subject The Company may, at its election, at any time or from time to clause (b) of this SECTION 5.17time, the Company will cause each any Subsidiary which delivers a Guaranty after the Closing Date to concurrently enter into is not then a Subsidiary Note Guaranty, and within three Business Days thereafter shall Guarantor to become a Subsidiary Guarantor by satisfying the following conditions:
(i) deliver to each of the holders of the Notes the following items:
(1) of an executed counterpart of the a Subsidiary Note Guaranty Guaranty, or a joinder agreement pursuant to which in respect of an existing Subsidiary Guaranty, as appropriate executed by such Subsidiary becomes a party to the 2002 Subsidiary Note Guaranty and the Existing Subsidiary Note GuarantySubsidiary;
(2ii) deliver to each of the holders of the Notes of a certificate signed by an executive the president, a vice president or another authorized officer of such Subsidiary (A) making representations and warranties to the effect of those contained in Sections 25.1, 105.2, 12 5.6 and 17 of Exhibit C to the Note Agreements5.7, but with respect to such Subsidiary and such Subsidiary Note Guaranty Guaranty, as applicable and (B) certifying that at such time (and after giving effect to such Subsidiary Guaranty) (1) no Default or Event of Default shall have occurred and be continuing and (2) such Subsidiary (x) will not be insolvent, (y) will not be engaged in any business or transaction, or about to engage in any business or transaction, for which it has unreasonably small capital and (z) does not intend to, and will not, hinder, delay or defraud any Person to which it is, or will become, indebted, in each of the 2002 foregoing such cases after taking into account the reasonable likelihood of having to perform under such Subsidiary Note Guaranty and Existing Subsidiary Note Guaranty;
(3iii) deliver to each of the holders of the Notes such documents and evidence with respect to such Subsidiary as the Requisite Required Holders may reasonably request in order to establish the existence and good standing of such Subsidiary and the authorization of the transactions contemplated by such Subsidiary Note Guaranty and the 2002 Subsidiary Note Guaranty and Existing Subsidiary Note Guaranty; andSensient Technologies Corporation Note Purchase Agreement
(4iv) deliver to each holder of a Note an opinion or opinions of counsel satisfactory to the Requisite Holders to the combined effect that the Subsidiary Guaranty of such Subsidiary Note Guaranty or the joinder agreement pursuant to which such Subsidiary has become a party to the 2002 Subsidiary Note Guaranty and the Existing Subsidiary Note Guaranty, as the case may be, has been duly authorized, executed and delivered by such Subsidiary and constitutes the a legal, valid and binding contract and agreement of obligation enforceable against such Subsidiary enforceable Guarantor in accordance with its terms, except subject to customary and reasonable exceptions and assumptions under the circumstances;
(v) payment of all reasonable fees and expenses of the holders of the Notes, including, without limitation, the reasonable fees of not more than one special counsel representing all of the holders of the Notes, incurred in connection with the execution and delivery of the Subsidiary Guaranty and the related opinion described above; and
(vi) deliver to each holder of a Note of evidence of the appointment of the Company as such Subsidiary’s agent to receive, for it and on its behalf service of process in the State of New York with respect thereto.
(b) The Company may further, from time to time at its discretion and upon written notice from the Company to the holders of the Notes referring to this Section 9.7(b) (which notice shall contain a certification (including setting forth the information (including reasonably detailed computations) reasonably required to confirm the conclusions contained therein) by a Responsible Officer as to (i) the matters specified in clauses (c) and (d) below and (ii) that no Default or Event of Default shall have occurred and then be continuing or shall result therefrom) (the “Termination Notice”), terminate the Subsidiary Guaranty issued by a Subsidiary Guarantor with effect from the date of such notice, so long as no Default or Event of Default shall have occurred and then be continuing or shall result therefrom.
(c) The Company agrees that so long as any Subsidiary is a guarantor or a borrower under or with respect to the Bank Credit Agreement or any of the Existing Notes, such Subsidiary shall at all such times be a Subsidiary Guarantor.
(d) The Company agrees that it will not, nor will it permit any Subsidiary or Affiliate to, directly or indirectly, pay or cause to be paid any consideration or remuneration, whether by way of supplemental or additional interest, fee or otherwise, to any creditor of the Company or of any Subsidiary Guarantor as consideration for or as an enforcement inducement to the entering into by any such creditor of any release or discharge of any Subsidiary Guarantor with respect to any liability of such terms may be limited by bankruptcySubsidiary Guarantor as an obligor or guarantor under or in respect of Debt of the Company, insolvencyunless such consideration or remuneration is concurrently paid, reorganizationon the same terms, moratorium and similar laws affecting ratably to the enforcement holders of creditors' rights generally and by general equitable principles.all of the Notes then outstanding. Sensient Technologies Corporation Note Purchase Agreement
Appears in 1 contract
Sources: Note Purchase Agreement (Sensient Technologies Corp)
Guaranty by Subsidiaries. (a) Subject to clause (b) of this SECTION 5.17, the Company The Guarantor will cause each any Subsidiary (other than a Foreign Subsidiary which delivers is a Guaranty after borrower under the Closing Date Bank Credit Agreement) which is required by the terms of the Bank Credit Agreement to concurrently enter into become a Subsidiary Note Guarantyparty to (as co-obligor with the Guarantor), and within three Business Days thereafter shall or otherwise guaranty Debt outstanding under the Bank Credit Agreement to deliver to each of the holders of the Notes the following itemsitems on or prior to the effective date of such obligation with respect to the Bank Credit Agreement:
(1i) an a fully executed counterpart of the Subsidiary Note Guaranty or a joinder agreement pursuant to which such Subsidiary becomes a party to the 2002 Subsidiary Note Guaranty and the Existing Subsidiary Note GuarantyAgreement;
(2ii) a certificate signed by an executive officer the President, a Vice President or another authorized Responsible Officer of such the Subsidiary Guarantor making representations and warranties to the effect of those contained in Sections 22.1, 102.2, 12 2.5 and 17 of Exhibit C to the Note Agreements2.6, but with respect to such Subsidiary and such Subsidiary Note Guaranty the execution and the 2002 Subsidiary Note Guaranty and Existing Subsidiary Note Guaranty;
(3) such documents and evidence with respect to such Subsidiary as the Requisite Holders may reasonably request in order to establish the existence and good standing of such Subsidiary and the authorization delivery of the transactions contemplated by such Subsidiary Note Guaranty and the 2002 Subsidiary Note Guaranty and Existing Subsidiary Note GuarantyAgreement; and
(4iii) an opinion of counsel for the Subsidiary Guarantor addressed to each of the holders of the Notes reasonably satisfactory to the Requisite Required Holders (it being understood that any such opinion which is in substantially the same form as the opinion with respect to the Subsidiary Guaranty delivered on the date of Closing shall be deemed satisfactory to the holders), to the effect that such the Subsidiary Note Guaranty or the joinder agreement pursuant to which such Subsidiary has become a party to the 2002 Subsidiary Note Guaranty and the Existing Subsidiary Note Guaranty, as the case may be, Agreement has been duly authorized, executed and delivered by such Subsidiary and constitutes the legal, valid and binding contract and agreement of such Subsidiary enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium fraudulent conveyance and similar laws affecting the enforcement of creditors' rights generally and by general equitable principles.
(b) If at any time one or more Subsidiaries which have guaranteed the Debt outstanding under the Bank Credit Agreement (and any other Debt which ranks parri passu with the Notes) or which shall be co-obligors thereunder shall be released from their obligations under each such guaranty and the Bank Credit Agreement, then upon delivery to the holders of the Notes of evidence of such release (which evidence shall be reasonably satisfactory to the Required Holders) and so long as no Default or Event of Default shall exist, such Subsidiary shall be released from its obligations under the Subsidiary Guaranty Agreement. In addition, with the consent of the Required Holders, one or more Subsidiary Guarantors may be released from the Subsidiary Guaranty.
Appears in 1 contract
Sources: Guaranty Agreement (Libbey Inc)
Guaranty by Subsidiaries. (a) Subject to clause (b) of this SECTION 5.17, the The Company will cause (1) each Subsidiary which delivers a Guaranty after of, or becomes a borrower or obligor under, the Closing Date Bank Credit Agreement or an Existing Note Purchase Agreement to concurrently enter into a Subsidiary Guaranty and (2) any Equity Participation Subsidiary to concurrently with the formation thereof enter into a Artisan Partners Holdings LP Note Purchase Agreement Subsidiary Guaranty, and, in the case of both clause (1) and within three Business Days thereafter shall (2) deliver to each of the holders of the Notes the following items:
(1i) an executed counterpart of the such Subsidiary Note Guaranty or a joinder agreement pursuant to which such in respect of an existing Subsidiary becomes a party to the 2002 Subsidiary Note Guaranty and the Existing Subsidiary Note Guaranty, as appropriate;
(2ii) a certificate signed by an executive officer the President, a Vice President or another authorized Responsible Officer of the Company or such Subsidiary making representations and warranties to the effect of those contained in Sections 25.1, 105.2, 12 5.6 and 17 of Exhibit C to the Note Agreements5.7, but with respect to such Subsidiary and such Subsidiary Note Guaranty and the 2002 Subsidiary Note Guaranty and Existing Subsidiary Note Guaranty, as applicable;
(3iii) a certificate of a Responsible Officer of the Company certifying that at such time and after giving effect to the execution and delivery of such Subsidiary Guaranty or joinder agreement, no Default or Event of Default shall have occurred and be continuing;
(iv) such documents and evidence with respect to such Subsidiary as the Requisite Holders may reasonably request in order necessary to establish the existence and good standing of such Subsidiary and the authorization of the transactions contemplated by such Subsidiary Note Guaranty and the 2002 Subsidiary Note Guaranty and Existing Subsidiary Note Guaranty; and
(4v) an opinion of counsel satisfactory to the Requisite Holders to the effect that such Subsidiary Note Guaranty or the joinder agreement pursuant to which such Subsidiary has become a party to the 2002 Subsidiary Note Guaranty and the Existing Subsidiary Note Guaranty, as the case may be, has been duly authorized, executed and delivered and constitutes the legal, valid and binding contract and agreement of such Subsidiary enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' ’ rights generally and by general equitable principles.
(b) The Company may, from time to time at its discretion and upon written notice from the Company to the holders of the Notes referring to this Section 9.8(b) (which notice shall contain a certification by a Responsible Officer as to the matters specified in clauses (i), (ii), (iii) and (iv) below), terminate the Subsidiary Guaranty issued by a Subsidiary Guarantor in accordance with Section 9.8(a)(1) with effect from the date of such notice so long as (i) no Default or Event of Default shall have occurred and then be continuing or shall result therefrom, (ii) no payment by such Subsidiary Guarantor is due under such Subsidiary Guarantor’s Subsidiary Guaranty, (iii) such Subsidiary Guarantor is not a guarantor of, or a borrower or obligor under, the Bank Credit Agreement or an Existing Note Purchase Agreement and (iv) such Subsidiary Guarantor shall not have received assets from the Company as permitted by Section 10.5(c) in contemplation of such release.
(c) The Company agrees that it will not, nor will it permit any Subsidiary or Affiliate to, directly or indirectly, pay or cause to be paid any consideration or remuneration, whether by way of supplemental or additional interest, fee or otherwise, to any creditor of the Company or of any Subsidiary Guarantor as consideration for or as an inducement to the entering into by any such creditor of any release or discharge of any Subsidiary Guarantor with respect to any liability of such Subsidiary Guarantor as guarantor of, or a borrower or obligor under, the Bank Credit Agreement or an Existing Note Purchase Agreement, unless such consideration or remuneration is concurrently paid, on the same terms, ratably to the holders of all of the Notes then outstanding. Artisan Partners Holdings LP Note Purchase Agreement
Appears in 1 contract
Sources: Note Purchase Agreement (Artisan Partners Asset Management Inc.)
Guaranty by Subsidiaries. (a) Subject to clause (b) of this SECTION 5.17SS.5.17, the Company will cause each Subsidiary which delivers a Guaranty after the Closing Date to concurrently enter into a Subsidiary Note Guaranty, Guaranty and within three Business Days thereafter shall deliver to each of the holders of the Notes the following items:
(1) an executed counterpart of the Subsidiary Note Guaranty or a joinder agreement pursuant to which such Subsidiary becomes a party to the 2002 Subsidiary Note Guaranty and the Existing Subsidiary Note Guaranty;
; (2) a certificate signed by an executive authorized officer of such Subsidiary making representations and warranties to the effect of those contained in Sections Paragraphs 2, 10, 12 and 17 of Exhibit C B to the Note Agreements, but with respect to such Subsidiary and such Subsidiary Note Guaranty and the 2002 Subsidiary Note Guaranty and Existing Subsidiary Note Guaranty;
; (3) such documents and evidence with respect to such Subsidiary as the Requisite Holders may reasonably request in order to establish the existence and good standing of such Subsidiary and the authorization of the transactions contemplated by such Subsidiary Note Guaranty and the 2002 Subsidiary Note Guaranty and Existing Subsidiary Note Guaranty; and
and (4) an opinion of counsel satisfactory to the Requisite Holders to the effect that such the Subsidiary Note Guaranty or the joinder agreement pursuant to which such Subsidiary has become a party to the 2002 Subsidiary Note Guaranty and the Existing Subsidiary Note Guaranty, as the case may be, has been duly authorized, executed and delivered and constitutes the legal, valid and binding contract and agreement of such Subsidiary enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' rights generally and by general equitable principles.
(b) Notwithstanding the requirements of clause (a) of this Section 5.17, the Company shall not be required to comply therewith if, but only if, the Company can create or incur the Indebtedness evidenced by any Guaranty entered into by a Subsidiary within the limitations of Section 5.8(b).
(c) Nothing contained in this Section 5.17 shall be deemed or construed to otherwise permit a Subsidiary of the Company to create, assume, guarantee or otherwise incur or in any manner be or become liable in respect of any Current Debt or Funded Debt which is not otherwise within the limitations of Section 5.8 and the other applicable provisions of this Agreement."
Section 1.10. The following shall be added as a new Section 5.18 to the Note Agreements:
Appears in 1 contract
Guaranty by Subsidiaries. (a) Subject The Company may, at its election, at any time or from time to clause (b) of this SECTION 5.17time, the Company will cause each any Subsidiary which delivers a Guaranty after the Closing Date to concurrently enter into is not then a Subsidiary Note Guaranty, and within three Business Days thereafter shall Guarantor to become a Subsidiary Guarantor by satisfying the following conditions:
(i) deliver to each of the holders of the Notes the following items:
(1) of an executed counterpart of the a Subsidiary Note Guaranty Guaranty, or a joinder agreement pursuant to which in respect of an existing Subsidiary Guaranty, as appropriate executed by such Subsidiary becomes a party to the 2002 Subsidiary Note Guaranty and the Existing Subsidiary Note GuarantySubsidiary;
(2ii) deliver to each of the holders of the Notes of a certificate signed by an executive the president, a vice president or another authorized officer of such Subsidiary (A) making representations and warranties to the effect of those contained in Sections 25.1, 105.2, 12 5.6 and 17 of Exhibit C to the Note Agreements5.7, but with respect to such Subsidiary and such Subsidiary Note Guaranty Guaranty, as applicable and (B) certifying that at such time (and after giving effect to such Subsidiary Guaranty
(1) no Default or Event of Default shall have occurred and be continuing and (2) such Subsidiary (x) will not be insolvent, (y) will not be engaged in any business or transaction, or about to engage in any business or transaction, for which it has unreasonably small capital and (z) does not intend to, and will not, hinder, delay or defraud any Person to which it is, or will become, indebted, in each of the 2002 foregoing such cases after taking into account the reasonable likelihood of having to perform under such Subsidiary Note Guaranty and Existing Subsidiary Note Guaranty;
(3iii) deliver to each of the holders of the Notes such documents and evidence with respect to such Subsidiary as the Requisite Required Holders may reasonably request in order to establish the existence and good standing of such Subsidiary and the authorization of the transactions contemplated by such Subsidiary Note Guaranty and the 2002 Subsidiary Note Guaranty and Existing Subsidiary Note Guaranty; and;
(4iv) deliver to each holder of a Note an opinion or opinions of counsel satisfactory to the Requisite Holders to the combined effect that the Subsidiary Guaranty of such Subsidiary Note Guaranty or the joinder agreement pursuant to which such Subsidiary has become a party to the 2002 Subsidiary Note Guaranty and the Existing Subsidiary Note Guaranty, as the case may be, has been duly authorized, executed and delivered by such Subsidiary and constitutes the a legal, valid and binding contract and agreement of obligation enforceable against such Subsidiary enforceable Guarantor in accordance with its terms, except subject to customary and reasonable exceptions and assumptions under the circumstances;
(v) payment of all reasonable fees and expenses of the holders of the Notes, including, without limitation, the reasonable fees of not more than one special counsel representing all of the holders of the Notes, incurred in connection with the execution and delivery of the Subsidiary Guaranty and the related opinion described above; and
(vi) deliver to each holder of a Note of evidence of the appointment of the Company as such Subsidiary’s agent to receive, for it and on it’s behalf service of process in the State of New York with respect thereto.
(b) The Company may further, from time to time at its discretion and upon written notice from the Company to the holders of the Notes referring to this Section 9.7(b) (which notice shall contain a certification (including setting forth the information (including reasonably detailed computations) reasonably required to confirm the conclusions contained therein) by a Responsible Officer as to the matters specified in clauses (i) and (ii) below) (the “Termination Notice”), terminate the Subsidiary Guaranty issued by a Subsidiary Guarantor with effect from the date of such notice, so long as no Default or Event of Default shall have occurred and then be continuing or shall result therefrom.
(c) The Company agrees that so long as any Subsidiary is a guarantor or a borrower under or with respect to the Bank Credit Agreement or the 2009 Notes, such Subsidiary shall at all such times be a Subsidiary Guarantor.
(d) The Company agrees that it will not, nor will it permit any Subsidiary or Affiliate to, directly or indirectly, pay or cause to be paid any consideration or remuneration, whether by way of supplemental or additional interest, fee or otherwise, to any creditor of the Company or of any Subsidiary Guarantor as consideration for or as an enforcement inducement to the entering into by any such creditor of any release or discharge of any Subsidiary Guarantor with respect to any liability of such terms may be limited by bankruptcySubsidiary Guarantor as an obligor or guarantor under or in respect of Debt of the Company, insolvencyunless such consideration or remuneration is concurrently paid, reorganizationon the same terms, moratorium and similar laws affecting ratably to the enforcement holders of creditors' rights generally and by general equitable principlesall of the Notes then outstanding.
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Sources: Note Purchase Agreement (Sensient Technologies Corp)
Guaranty by Subsidiaries. (a) Subject to clause (b) of this SECTION 5.17, the The Company will cause each Subsidiary which delivers a Guaranty after pursuant to, or is, subject to clause (b) below, an obligor or a borrower under, any Bank Credit Agreement or the Closing Date 2012 Note Purchase Agreement to concurrently enter into or join a Subsidiary Note Guaranty, and within three (3) Business Days thereafter shall will deliver to each of the holders of the Notes the following items:
(1i) an executed counterpart of the such Subsidiary Note Guaranty or a joinder agreement pursuant to which such in respect of an existing Subsidiary becomes a party to the 2002 Subsidiary Note Guaranty and the Existing Subsidiary Note Guaranty, as appropriate;
(2ii) a certificate signed by an executive officer the President, a Vice President or another authorized Responsible Officer of such Subsidiary making representations and warranties to the effect of those contained in Sections 25.1, 105.2, 12 5.6, 5.7 and 17 5.18 (though, in the case of Exhibit C Section 5.18, with respect to the Note Agreementsobligations of such Subsidiary under such Subsidiary Guaranty and other Senior Indebtedness of such Subsidiary), but with respect to such Subsidiary and such Subsidiary Note Guaranty and the 2002 Subsidiary Note Guaranty and Existing Subsidiary Note Guaranty;, as applicable; ▇.▇. ▇▇▇▇▇▇ COMPANY FIRST AMENDMENT
(3iii) such documents and evidence with respect to such Subsidiary as the Requisite Required Holders may reasonably request in order to establish the existence and good standing of such Subsidiary and the authorization of the transactions contemplated by such Subsidiary Note Guaranty and the 2002 Subsidiary Note Guaranty and Existing Subsidiary Note Guaranty; and
(4iv) an opinion of counsel reasonably satisfactory to the Requisite Required Holders to the effect that such Subsidiary Note Guaranty or the joinder agreement pursuant to which such Subsidiary has become a party to the 2002 Subsidiary Note Guaranty and the Existing Subsidiary Note Guaranty, as the case may be, has been duly authorized, executed and delivered and constitutes the legal, valid and binding contract and agreement obligation of such Subsidiary enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' ’ rights generally and by general equitable principles.
(b) Notwithstanding the foregoing, the Company shall not be required to cause ▇.▇. ▇▇▇▇▇▇ Finance (Ireland), a company organized under the laws of the Republic of Ireland (“▇▇▇▇▇▇ Finance”), to comply with the provisions of clause (a) above unless ▇▇▇▇▇▇ Finance delivers a Guaranty of another entity’s obligations under any Bank Credit Agreement or the 2012 Note Purchase Agreement; provided that the aggregate amount of the obligations of ▇▇▇▇▇▇ Finance as an obligor or borrower under the Bank Credit Agreement shall not at any time exceed $25,000,000 in the aggregate. For the avoidance of doubt, unless ▇▇▇▇▇▇ Finance becomes a Subsidiary Guarantor in accordance with clause (a) above, all obligations of ▇▇▇▇▇▇ Finance as an obligor or a borrower under a Bank Credit Agreement or the 2012 Note Purchase Agreement shall constitute Consolidated Priority Indebtedness.
Section 1.3. Section 9.9 of the Note Purchase Agreement shall be and is hereby amended in its entirety to read as follows:
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