New Guarantee Clause Samples

New Guarantee. (a) Within 30 days after any Guarantee Reinstatement Date, the Company shall deliver, or cause to be delivered, to the Administrative Agent the New Guarantee, executed and delivered by (i) each Principal Domestic Subsidiary and (ii) each Initial Subsidiary Guarantor that is then a Domestic Subsidiary and not a Foreign Subsidiary Holding Company, together with customary secretary’s certificates, resolutions and legal opinions. (b) During any New Guarantee Requirement Period, within 60 days after the end of each fiscal year, the Company shall, unless a Guarantee Release Date shall have occurred prior to such 60th day, cause (i) any Principal Domestic Subsidiary formed or acquired during such fiscal year or (ii) any Domestic Subsidiary (other than an Excluded Subsidiary) that has received, directly or indirectly, a single investment or a series of related investments having a value (determined by reference to Net Book Value, in the case of an investment of assets) of $500,000,000 or more in the aggregate by the Company or a Principal Domestic Subsidiary that results in such Domestic Subsidiary becoming a Principal Domestic Subsidiary (other than any Domestic Subsidiary that in turn makes, directly or indirectly, such investment in another Domestic Subsidiary that does become party to the New Guarantee)), in each case, to become a party to the New Guarantee to the extent such Subsidiary is not already a party thereto. (c) The Company shall use its commercially reasonable efforts, during any New Guarantee Requirement Period, to cause any domestic joint venture that is an Excluded Subsidiary pursuant to clause (e) of the definition of “Excluded Subsidiary” but that would otherwise be a Principal Domestic Subsidiary and in which the Company directly or indirectly owns at least 80% of the voting or economic interest, to become a New Guarantor (it being understood that such efforts shall not require any economic or other significant concession with respect to the terms of such joint venture arrangements).

New Guarantee. In the event that (i) any Loan Paper is rejected by a trustee or debtor-in-possession in any bankruptcy or insolvency proceeding involving the Borrower or (ii) any Loan Paper or this Guarantee is terminated as a result of any bankruptcy or insolvency proceeding involving the Borrower and, if within sixty (60) days after such rejection or termination, the Administrative Agent or its designee shall so request and shall certify in writing to the Guarantor that it intends to perform the obligations of the Borrower as and to the extent required under such Loan Paper or this Guarantee, as applicable, the Guarantor will, unless prohibited by bankruptcy or other applicable law, execute and deliver to the Administrative Agent or such designee, a new Guarantee that shall contain the same conditions, agreements, terms, provisions and limitations as such original

New Guarantee. To the extent no Guarantee Release Date has occurred on or prior to such date, the Administrative Agent shall have received a New Guarantee executed and delivered by each New Guarantor, substantially in the form of Exhibit D, together with customary secretary’s certificates, resolutions and legal opinions. Each borrowing hereunder shall constitute a representation and warranty by the Company as of the date of such borrowing that the conditions contained in this Section 5.2 have been satisfied.

New Guarantee. References in any of the Security Documents which remain in effect following the Effective Date to the “Teekay Guarantee” shall, with effect from the Effective Date and unless the context otherwise requires, be references to the New Guarantee and words such as “herein”, “hereof”, “hereafter”, “hereunder”, “hereby”, and “hereto”, where they appear in such Documents, shall be construed accordingly.

New Guarantee. Notwithstanding anything to the contrary contained in this Mortgage, the Loan Agreement and/or any other agreement between the Mortgagor and Mortgagee, if (i) any one or more of the guarantors under the Guarantee Agreement (the "New Guarantee"), dated the date hereof, executed jointly and severally by ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, Uri ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (collectively, the "Individual Guarantors"), shall fail to perform or observe any covenant, term or condition under the New Guarantee, (ii) any other default shall occur under the New Guarantee, (iii) any one or more of the Individual Guarantors denies liability under the New Guarantee and/or (iv) the New Guarantee ceases to be effective for any reason whatsoever, then none of the foregoing, either collectively or individually, shall constitute any Event of Default under this Mortgage, any Event of Default under the Loan Agreement or any default or Event of Default under any other agreement between the Mortgagor and the Mortgagee.

New Guarantee. Assignee shall provide a guarantee from Cheniere Energy Partners, L.P. of Assignee’s obligations under the TUA in the form attached hereto as Exhibit C.

New Guarantee the New Guarantee duly executed and delivered by the New Corporate Guarantor;

New Guarantee