Note Guarantees Sample Clauses
The "Note Guarantees" clause establishes that certain parties agree to guarantee the obligations or payments due under a promissory note or similar debt instrument. In practice, this means that if the primary borrower fails to make payments or defaults, the guarantors are legally responsible for fulfilling those obligations, which may include repaying principal, interest, or other amounts owed. This clause is essential for providing additional security to the lender, reducing the risk of non-payment and increasing the likelihood that the lender will recover the amounts due.
POPULAR SAMPLE Copied 10 times
Note Guarantees. Each Subsidiary Guarantor hereby jointly and severally, absolutely, unconditionally and irrevocably guarantees the Notes and obligations of the Company hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee on behalf of such Holder, that: (a) the principal of (and premium, if any) and interest on the Notes will be paid in full when due, whether at Stated Maturity, by acceleration, call for redemption or otherwise (including, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code to the extent permitted by law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same will be paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise, subject, however, in the case of clauses (a) and (b) above, to the limitations set forth in Section 1306 hereof. Each Subsidiary Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or any other Person, protest, notice and all demands whatsoever and covenants that the Note Guarantee of such Subsidiary Guarantor will not be discharged as to any Note except by complete performance of the obligations contained in such Note and such Note Guarantee. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default i...
Note Guarantees. Section 10.01. Guarantee.........................................................................................68 Section 10.02. Limitation on Guarantor Liability.................................................................69 Section 10.03. Execution and Delivery of Note Guarantee..........................................................69 Section 10.04. Guarantors May Consolidate, etc., on Certain Terms................................................70 Section 10.05. Releases Following Sale of Assets.................................................................70
Note Guarantees. Section 10.01 Guarantee 101 Section 10.02 Limitation on Guarantor Liability 102 Section 10.03 Execution and Delivery of Note Guarantee 104 Section 10.04 Guarantors May Consolidate, etc., on Certain Terms 105 Section 10.05 Note Guarantees Release 105 Section 11.01 Satisfaction and Discharge 106 Section 11.02 Application of Trust Money 107 Section 12.01 [Reserved] 108 Section 12.02 Notices 108 Section 12.03 Communication by Holders of Notes with Other Holders of Notes 109 Section 12.04 Certificate and Opinion as to Conditions Precedent 109 Section 12.05 Statements Required in Certificate or Opinion 109 Section 12.06 Rules by Trustee and Agents 110 Section 12.07 No Personal Liability of Directors, Officers, Employees and Stockholders 110 Section 12.08 Governing Law; Waiver of Trial by Jury 110 Section 12.09 Consent to Jurisdiction and Service of Process 110 Section 12.10 No Adverse Interpretation of Other Agreements 111 Section 12.11 Successors 111 Section 12.12 Severability 111 Section 12.13 Counterpart Originals 112 Section 12.14 Table of Contents, Headings, etc. 112 Section 12.15 Judgment Currency 112 Section 12.16 FATCA 112 Exhibit A1 FORM OF NOTE Exhibit A2 FORM OF REGULATION S TEMPORARY GLOBAL NOTE Exhibit B FORM OF CERTIFICATE OF TRANSFER Exhibit C FORM OF CERTIFICATE OF EXCHANGE Exhibit D FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR Exhibit E FORM OF NOTATION OF GUARANTEE Exhibit F FORM OF SUPPLEMENTAL INDENTURE INDENTURE dated as of September 20, 2017 among Viking Cruises Ltd, an exempted company incorporated with limited liability organized under the laws of Bermuda (the “Company”), the Guarantors (as defined) party hereto and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (in such capacity, the “Trustee”). The Company, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined) of the Company’s 5.875% Senior Notes due 2027 (the “Notes”):
Note Guarantees. (a) Each Note Guarantor hereby fully and unconditionally guarantees, as primary obligor and not merely as surety, jointly and severally with each other Note Guarantor, to each Holder and the Trustee, the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the Obligations (such guaranteed Obligations, the “Guaranteed Obligations”). Each Note Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and agrees to pay, in addition to the amounts stated in Section 10.1(f), any and all expenses (including reasonable counsel fees and expenses) incurred by the Trustee or the Holders in enforcing or exercising any rights under any Note Guarantee.
(b) In no event shall the Trustee or the Holders be obligated to take any action, obtain any judgment or file any claim prior to enforcing or exercising any rights under any Note Guarantee.
(c) Each Note Guarantor further agrees that its Note Guarantee constitutes an absolute and unconditional and continuing guarantee. Each Note Guarantor hereby waives, to the extent permitted by law:
(i) any claim as to the legality, validity, regularity or enforceability of this Indenture, the Notes or any other agreement;
(ii) any claim as to the lack of authority of the Issuer to execute or deliver this Indenture, the Notes or any other agreement;
(iii) diligence, presentation to, demand of payment from and protest to the Issuer of any of the Obligations and notice of protest for nonpayment;
(iv) the occurrence of any Default or Event of Default under this Indenture, the Notes or any other agreement;
(v) notice of any Default or Event of Default under this Indenture, the Notes or any other agreement;
(vi) the failure of the Trustee or any Holder to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Notes or any other agreement;
(vii) any extension or renewal of the Obligations, this Indenture, the Notes or any other agreement;
(viii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement;
(ix) the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the Issuer;
(x) any setoff, counterclaim, recoupment, termination or defense of any kind or nature which may be available to or asserted by any Note Guarantor or the Issue...
Note Guarantees. Section 10.01 Guarantee 84 Section 10.02 Limitation on Guarantor Liability 85 Section 10.03 Execution and Delivery of Note Guarantee 85 Section 10.04 Guarantors May Consolidate, etc., on Certain Terms 86 Section 10.05 Releases 86
Note Guarantees. This Note will be entitled to the benefits of certain Note Guarantees made for the benefit of the Holders. Reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and obligations thereunder of the Guarantors, the Trustee and the Holders.
Note Guarantees. Section 10.01 Guarantee 98 Section 10.02 Limitation on Guarantor Liability 99 Section 10.03 Execution and Delivery of Note Guarantee 99
Note Guarantees. Guarantee 60 Section 10.02 Limitation on Guarantor Liability 61 Section 10.03 Execution and Delivery of Note Guarantee 61 Section 10.04 Releases 62 Section 11.01 Satisfaction and Discharge 63 Section 11.02 Application of Trust Money 64
Note Guarantees. Subject to Section 10.04 of the Base Indenture, the Notes of this Series shall be guaranteed (i) initially by Parent and any Wholly-Owned Subsidiary of the Issuer that (x) is not an Excluded Subsidiary and (y) is an obligor under the Credit Agreement and (ii) by any future direct or indirect Subsidiary of Parent that is not a Subsidiary of the Issuer or any other Guarantor that directly or indirectly owns Capital Stock of the Issuer.
Note Guarantees. Section 11.01 Guarantee Section 11.02 Limitation on Guarantor Liability