Notes Guarantee. (a) Subject to this Article 10, each of the Guarantors hereby, jointly and severally, irrevocably and unconditionally guarantees, on an unsecured, unsubordinated basis, to each Holder and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer hereunder or thereunder, that (1) the principal of, premium, if any, and interest on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly 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. Failing payment by the Issuer when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) The Guarantors hereby agree that their 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 with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, 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 Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants that this Notes Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture, or pursuant to Section 10.06. (c) Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. (d) If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to the Issuer or the Guarantors, any amount paid either to the Trustee or such Holder, this Notes Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (e) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of this Notes Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article 6, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Notes Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Notes Guarantees. (f) Each Notes Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation or reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or the Notes Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (g) In case any provision of any Notes Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (h) Each payment to be made by a Guarantor in respect of its Notes Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.
Appears in 6 contracts
Sources: Indenture (Lionsgate Studios Holding Corp.), Indenture (Lions Gate Entertainment Corp /Cn/), Indenture (Lions Gate Entertainment Corp /Cn/)
Notes Guarantee. (a) Subject to the provisions of this Article 10Twelve, each of the Guarantors herebyNotes Guarantor, jointly and severally, irrevocably hereby fully and unconditionally guarantees, on an unsecured, unsubordinated basis, guarantees to each Holder holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assignsTrustee, irrespective of the validity and or enforceability of this Indenture, the Notes or the obligations of the Issuer Company hereunder or thereunder, that :
(1) the due and punctual payment of the principal ofof (and premium, if any) and interest on, the Notes, whether at Stated Maturity or on an Interest Payment Date, by acceleration, call for redemption or otherwise (subject to any applicable grace period);
(2) the due and punctual payment of interest on the overdue principal and premium, if any, and interest on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwiseof, and interest on the overdue principal of and interest on on, the Notes, if any, if lawful, ;
(3) the due and punctual payment and performance (subject to any applicable grace period) of all other obligations of the Issuer to Company under this Indenture and the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereofNotes; and and
(24) in case of any extension of time of payment or renewal of any Notes or any of such other obligationsobligations under this Indenture or under the Notes, that same shall be promptly paid in full when the due and punctual payment or performed performance thereof (subject to any applicable grace period) in accordance with the terms of the extension or renewal, whether at stated maturityStated Maturity, by acceleration acceleration, call for redemption or otherwise. .
(b) Failing payment when due by the Issuer when due Company of any amount so guaranteed or any performance so guaranteed Guaranteed for whatever reason, the Notes Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that An Event of Default under this is a guarantee Indenture or the Notes shall constitute an event of payment default under this Notes Guarantee, and not a guarantee shall entitle the Holders or the Trustee to accelerate the obligations of collectionthe Notes Guarantors hereunder in the same manner and to the same extent as the obligations of the Company.
(bc) The Guarantors Each Notes Guarantor hereby agree agrees that their (1) its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Notes, this Indenture or this Indenturethe obligations of the Company hereunder or thereunder, the absence of any action to enforce the same, whether or not a Notes Guarantee is affixed to any particular Note, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any amendment of this Indenture or the Notes, the recovery of any judgment against the IssuerCompany or any its Subsidiaries, any action to enforce the same same, or any other circumstance which that might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court guarantor (other than payment in the event of insolvency or bankruptcy full of the IssuerNotes) and (2) subject to Section 1207, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants that this each Notes Guarantee shall will not be discharged except by complete performance of the obligations contained in of the Company under the Notes and this Indenture, or pursuant to Section 10.06.
(c) Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01.
(d) If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to the Issuer or the Guarantors, any amount paid either to the Trustee or such Holder, this Notes Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.
(e) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of this Notes Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article 6, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Notes Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Notes Guarantees.
(f) Each Notes Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer Company for liquidation or reorganization, should the Issuer Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the IssuerCompany’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, are pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or the Notes GuaranteesNotes, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment payment, or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.
(e) Each Notes Guarantor hereby agrees that it shall not be entitled to and irrevocably waives diligence, presentment, demand of payment, filing of claim with a court in the event of insolvency or bankruptcy of the Company, any Notes Guarantor, any other Subsidiary of the Company or any other obligor under the Notes, any right to require a proceeding first against the Company, any Notes Guarantor, any other Subsidiary of the Company or any other obligor under this Indenture or the Notes and any right, protest, notice and all demands whatsoever.
(f) If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Notes Guarantor, any other Subsidiary of the Company or any other obligor under this Indenture or the Notes or any trustee, liquidator or other similar official, any amount paid by the Company, any Notes Guarantor, any other Subsidiary of the Company or any other obligor under this Indenture or the Notes to the Trustee or such Holder, the Notes Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect.
(g) In case Each Notes Guarantor agrees that, as between the Notes Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the obligations of the Company guaranteed hereby may be accelerated as provided in Article Five for the purposes of the Notes Guarantees, notwithstanding any provision stay, injunction or other prohibition preventing such acceleration as to the Company of the obligations guaranteed hereby, and (ii) in the event of any Notes Guarantee shall be invaliddeclaration of acceleration of those obligations as provided in Article Five, illegal or unenforceable, the validity, legality those obligations (regardless of whether due and enforceability payable) will forthwith become due and payable by each of the remaining provisions shall not in any way be affected or impaired therebyNotes Guarantors for the purpose of the Notes Guarantees.
(h) Each payment to be made by a Guarantor in respect No shareholder, officer, director, employee or incorporator, past, present or future, of its any Notes Guarantor, as such, shall have any personal liability under this Notes Guarantee shall be made without set-offby reason of his, counterclaimher or its status as such shareholder, reduction officer, director, employee or diminution of any kind or natureincorporator.
Appears in 4 contracts
Sources: Indenture (Sanmina Corp), Indenture (Sanmina-Sci Corp), Indenture (Sanmina-Sci Corp)
Notes Guarantee. (a) Subject to the provisions of this Article 1012, each of the Guarantors herebyNotes Guarantor, jointly and severally, irrevocably hereby fully and unconditionally guaranteesguarantees on a senior subordinated, on an unsecured, unsubordinated basis, unsecured basis to each Holder holder of a Security authenticated and delivered by the Trustee and to the Trustee and its successors and assignsTrustee, irrespective of the validity and or enforceability of this Indenture, the Notes Securities, or the obligations of the Issuer Company hereunder or thereunder, that :
(1) the due and punctual payment of the principal ofof (and premium, if any) and interest (including Contingent Interest, if any) on, the Securities, whether at the Final Maturity Date or on an Interest Payment Date, by acceleration, call for redemption, repurchase, or otherwise (subject to any applicable grace period);
(2) the due and punctual payment of interest on the overdue principal and premium, if any, and interest on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwiseof, and interest on the overdue principal of and interest on the Notes(including Contingent Interest, if any) on, the Securities, if lawful, ;
(3) the due and punctual payment and performance (subject to any applicable grace period) of all other obligations of the Issuer to Company under this Indenture and the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereofSecurities; and and
(24) in case of any extension of time of payment or renewal of any Notes Securities or any of such other obligationsobligations under this Indenture or under the Securities, that same shall be promptly paid in full when the due and punctual payment or performed performance thereof (subject to any applicable grace period) in accordance with the terms of the extension or renewal, whether at stated maturitythe Final Maturity Date, by acceleration acceleration, call for redemption, repurchase, or otherwise. .
(b) Failing payment when due by the Issuer when due Company of any amount so guaranteed or any performance so guaranteed for whatever reason, the Notes Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that An Event of Default under this is a guarantee Indenture or the Securities shall constitute an event of payment default under the Notes Guarantees, and not a guarantee shall entitle the Holders or the Trustee to accelerate the obligations of collectionthe Notes Guarantors hereunder in the same manner and to the same extent as the obligations of the Company.
(bc) The Guarantors Each Notes Guarantor hereby agree agrees that their (1) its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or Securities, this Indenture, or the obligations of the Company hereunder or thereunder, the absence of any action to enforce the same, whether or not a Notes Guarantee is affixed to any particular Security, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any amendment of this Indenture or the Securities, the recovery of any judgment against the IssuerCompany or any its Subsidiaries, any action to enforce the same same, or any other circumstance which that might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court guarantor (other than payment in the event of insolvency or bankruptcy full of the IssuerSecurities) and (2) subject to Section 12.07, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants that this each Notes Guarantee shall will not be discharged except by complete performance of the obligations contained in of the Notes Company under the Securities and this Indenture, or pursuant to Section 10.06.
(c) Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01.
(d) If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to the Issuer or the Guarantors, any amount paid either to the Trustee or such Holder, this Notes Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.
(e) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of this Notes Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article 6, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Notes Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Notes Guarantees.
(f) Each Notes Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer Company for liquidation or reorganization, should the Issuer Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the IssuerCompany’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, Securities are pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or the Notes GuaranteesSecurities, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment payment, or any part thereof, is rescinded, reduced, restored or returned, the Notes Securities shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.
(e) Each Notes Guarantor hereby agrees that it shall not be entitled to and irrevocably waives diligence, presentment, demand of payment, filing of claim with a court in the event of insolvency or bankruptcy of the Company, any Notes Guarantor, any other Subsidiary of the Company or any other obligor under the Securities, any right to require a proceeding first against the Company, any Notes Guarantor, any other Subsidiary of the Company or any other obligor under this Indenture, or the Securities and any right, protest, notice and all demands whatsoever.
(f) If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Notes Guarantor, any other Subsidiary of the Company or any other obligor under this Indenture, or the Securities, or any trustee, liquidator or other similar official, any amount paid by the Company, any Notes Guarantor, any other Subsidiary of the Company or any other obligor under this Indenture, or the Securities to the Trustee or such Holder, the Notes Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect.
(g) In case Each Notes Guarantor agrees that, as between the Notes Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the obligations of the Company guaranteed hereby may be accelerated as provided in Article 7 for the purposes of the Notes Guarantees, notwithstanding any provision stay, injunction or other prohibition preventing such acceleration as to the Company of the obligations guaranteed hereby, and (ii) in the event of any Notes Guarantee shall be invaliddeclaration of acceleration of those obligations as provided in Article 7, illegal or unenforceable, the validity, legality those obligations (regardless of whether due and enforceability payable) will forthwith become due and payable by each of the remaining provisions shall not in any way be affected or impaired therebyNotes Guarantors for the purpose of the Notes Guarantees.
(h) Each payment to be made by a Guarantor in respect No stockholder, officer, director, employee or incorporator, past, present or future, of its any Notes Guarantor, as such, shall have any personal liability under this Notes Guarantee shall be made without set-offby reason of his, counterclaimher or its status as such stockholder, reduction officer, director, employee or diminution of any kind or natureincorporator.
Appears in 2 contracts
Sources: Indenture (American Medical Systems Holdings Inc), Indenture (American Medical Systems Holdings Inc)
Notes Guarantee. (a) Subject to this Article 1011, each of the Guarantors hereby, jointly and severally, irrevocably and unconditionally guarantees, on an unsecured, unsubordinated basis, to each Holder of a Note authenticated and delivered by the Trustee (or the Authenticating Agent) and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer Issuers hereunder or thereunderthereunder (such Guarantee, that a “Notes Guarantee”), that:
(1) the principal of, premiumpremium on, if any, interest and interest on Additional Amounts, if any, on, the Notes shall will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notesof, premium on, if any, interest and Additional Amounts, if any, on, the Notes, if lawful, and all other obligations of the Issuer Issuers to the Holders or the Trustee and the Security Agent hereunder or thereunder shall will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and
(2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall will be promptly 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. Failing payment by the Issuer when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.
(b) The Subject to this Article 11, the Guarantors hereby agree that their obligations hereunder shall be are 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 IssuerIssuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerIssuers, any right to require a proceeding first against the IssuerIssuers, protest, notice and all demands whatsoever and covenants covenant that this Notes Guarantee shall will not be discharged except by complete performance of the obligations contained in the Notes and this Indenture, or pursuant to Section 10.06.
(c) Each Guarantor also agrees to pay If any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by Holder, the Trustee or any Holder in enforcing any rights under this Section 10.01.
(d) If any Holder or the Trustee Security Agent is required by any court or otherwise to return to the IssuerIssuers, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer Issuers or the Guarantors, any amount paid by either to the Trustee or the Security Agent or such Holder, this Notes Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect.
(ed) Each Guarantor agrees that it shall will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Notes Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article 66 hereof, such obligations (whether or not due and payable) shall will forthwith become due and payable by the Guarantors for the purpose of this Notes Guarantee. The Guarantors shall will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Notes GuaranteesGuarantee.
(f) Each Notes Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation or reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or the Notes Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.
(g) In case any provision of any Notes Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
(h) Each payment to be made by a Guarantor in respect of its Notes Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.
Appears in 2 contracts
Sources: Indenture (Ardagh Metal Packaging S.A.), Senior Secured Indenture (Ardagh Metal Packaging S.A.)
Notes Guarantee. (a) Subject to this Article 10Section 11.05 hereof, each of the Guarantors hereby, jointly and severally, irrevocably and unconditionally guarantees, on an unsecured, unsubordinated basis, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or and the obligations Obligations of the Issuer Company hereunder or and thereunder, that that: (1a) the principal of, premium, if any, interest and interest Liquidated Damages, if any, on the Notes shall will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration, redemption or otherwise, and interest 66 on the overdue principal of principal, premium, if any, (to the extent permitted by law) interest on any interest, if any, and interest Liquidated Damages, if any, on the Notes, if any, if lawful, and all other obligations payment Obligations of the Issuer Company to the Holders or the Trustee hereunder or thereunder shall will be promptly paid in full or and performed, all in accordance with the terms hereof and thereof; and (2b) in case of any extension of time of payment or renewal of any Notes or any of such other obligationsObligations, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, by acceleration acceleration, redemption or otherwise. Failing payment by the Issuer when so due of any amount so guaranteed or any performance so guaranteed for whatever reason, reason the Guarantors shall will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that An Event of Default under this is a guarantee Indenture or the Notes shall constitute an event of payment default under the Notes Guarantees, and not a guarantee shall entitle the Holders to accelerate the Obligations of collection.
(b) the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Company. The Guarantors hereby agree that their obligations 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 with respect to any provisions hereof or thereof, the recovery of any judgment against the IssuerCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, protest, notice and all demands whatsoever and covenants that this Notes Guarantee shall will not be discharged except by complete performance of the obligations Obligations contained in the Notes and this Indenture; PROVIDED, or HOWEVER, that if the guarantee of Holdings issued pursuant to Section 10.06.
(c) Each Guarantor the New Credit Agreement is released. Holdings' Notes Guarantee shall also agrees be released. Such release of Holdings' Notes Guarantee shall not require any notice or action and shall be deemed to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by occur upon the Trustee or any Holder in enforcing any rights under this Section 10.01.
(d) release of Holdings' guarantee issued pursuant to the New Credit Agreement. If any Holder or the Trustee is required by any court or otherwise to return to the IssuerCompany, the Guarantors Guarantors, or any custodianNote Custodian, trusteeTrustee, liquidator or other similar official acting in relation to either the Issuer Company or the Guarantors, any amount paid either by the Company or any Guarantor to the Trustee or such Holder, this Notes Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.
(e) . Each Guarantor agrees that it shall not be entitled to to, and hereby waives, any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1x) the maturity of the obligations Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this its Notes Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Obligations guaranteed herebythereby, and (2y) in the event of any declaration of acceleration of such obligations Obligations as provided in Article 66 hereof, such obligations Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors Guarantor for the purpose of this its Notes Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Notes Guarantees.
(f) Each Notes Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation or reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or the Notes Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.
(g) In case any provision of any Notes Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
(h) Each payment to be made by a Guarantor in respect of its Notes Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.
Appears in 1 contract
Notes Guarantee. (a) Subject to this Article 10Ten, each of the Guarantors hereby, jointly and severally, irrevocably and unconditionally guarantees, guarantees on an unsecured, unsubordinated basis, a senior basis to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer Issuers hereunder or thereunder, that that: (1a) the principal of, premium, if any, of and interest on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuer Issuers to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (2b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly 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. Failing payment by the Issuer when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this Notes Guarantee is a guarantee of payment and not a guarantee of collection.
(b) . The Guarantors hereby agree that their 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 IssuerIssuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Subject to Section 6.06 hereof, each Guarantor hereby waives waives, to the extent permitted by applicable law, diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerIssuers, any right to require a proceeding first against the IssuerIssuers, protest, notice and all demands whatsoever and covenants covenant that this Notes Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture, or pursuant to Section 10.06.
(c) Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01.
(d) . If any Holder or the Trustee is required by any court or otherwise to return to the IssuerIssuers, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer Issuers or the Guarantors, any amount paid by either to the Trustee or such Holder, this Notes Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.
(e) . Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 Six hereof for the purposes of this Notes Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, hereby and (2y) in the event of any declaration of acceleration of such obligations as provided in Article 6Six hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Notes Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Notes Guarantees.
(f) Each Notes Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation or reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or the Notes Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.
(g) In case any provision of any Notes Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
(h) Each payment to be made by a Guarantor in respect of its Notes Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.
Appears in 1 contract
Notes Guarantee. (a) Subject to By its execution of this Article 10Agreement, each of the Subsidiary Guarantors acknowledges and agrees that it receives substantial benefits from the Company and that such party is providing its Guarantee for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject to the provisions of this Article 12, each of the Subsidiary Guarantors hereby, jointly and severally, irrevocably fully and unconditionally guaranteesGuarantees, on an unsecured, unsubordinated basisto the extent permitted by law, to each Holder of Notes hereunder: (i) the due and to the Trustee and its successors and assigns, irrespective punctual payment of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer hereunder or thereunder, that (1) the principal of, premium, if any, on and interest on each Note, when and as the Notes same shall be promptly paid in full when duebecome due and payable, whether at maturity, by acceleration, redemption acceleration or otherwise, and the due and punctual payment of interest on the overdue principal of and interest interest, if any, on the Notes, if any, if to the extent lawful, and the due and punctual performance of all other payment obligations of the Issuer Company to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performedHolders, all in accordance with the terms hereof of such Note and thereof; this Agreement and (2ii) in the case of any extension of time of payment or renewal of any Notes or any of such other payment obligations, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturityon the Maturity Date, by acceleration or otherwise. Failing payment by , subject, however, in the Issuer when due case of any amount so guaranteed or any performance so guaranteed for whatever reasonclauses (i) and (ii) above, to the Guarantors shall be jointly and severally obligated to pay limitations set forth in the same immediatelysecond succeeding paragraph. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.
(b) The Guarantors hereby agree that their 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 with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, 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 Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants that this Notes Guarantee shall be Guaranteed on a senior subordinated basis in accordance with Article 9 hereof. Each Subsidiary Guarantor and by its acceptance hereof each Holder hereby confirms that it is the intention of all such parties that the Guarantee by such Subsidiary Guarantor pursuant to its Notes Guarantee not be discharged except by complete performance constitute a fraudulent transfer or conveyance for purposes of the obligations contained in United States Bankruptcy Code, the Notes and this IndentureUniform Fraudulent Conveyance Act, or pursuant to Section 10.06.
(c) Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee Uniform Fraudulent Transfer Act or any Holder in enforcing any rights under this Section 10.01.
(d) If any Holder similar federal or state law. To effectuate the Trustee is required by any court or otherwise to return to the Issuerforegoing intention, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to the Issuer or the Guarantors, any amount paid either to the Trustee or such Holder, this Notes Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.
(e) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of such Subsidiary Guarantor hereby irrevocably agree that the obligations guaranteed hereby may of such Subsidiary Guarantor under its Note Guarantee shall be accelerated limited to the maximum amount as provided in Article 6 for the purposes will, after giving effect to all other contingent and fixed liabilities of this Notes Guarantee, notwithstanding such Subsidiary Guarantor and after giving effect to any stay, injunction collections from or payments made by or on behalf of any other prohibition preventing such acceleration Subsidiary Guarantor in respect of the obligations guaranteed herebyof such other Subsidiary Guarantor under its Note Guarantee or pursuant to the following paragraph, and (2) result in the event of any declaration of acceleration obligations of such obligations as provided in Article 6, Subsidiary Guarantor under its Note Guarantee not constituting such obligations (whether fraudulent transfer or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Notes Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Notes Guaranteesconveyance.
(f) Each Notes Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation or reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or the Notes Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.
(g) In case any provision of any Notes Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
(h) Each payment to be made by a Guarantor in respect of its Notes Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.
Appears in 1 contract
Sources: Note Purchase Agreement (Knowles Electronics Holdings Inc)
Notes Guarantee. (a) Subject to this Article 10, each of the Guarantors hereby, jointly and severally, irrevocably Each Subsidiary Guarantor hereby fully and unconditionally guarantees, on an unsecured, unsubordinated senior, joint and several basis, to each Holder and to the Trustee and its successors and assigns, irrespective assigns on behalf of the validity and enforceability of this Indentureeach Holder, the Notes or the obligations full payment of the Issuer hereunder or thereunder, that (1) the principal of, premium, if any, and interest on on, and all other monetary obligations of the Issuer under this Indenture and the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, (including obligations to the Trustee and interest on the overdue principal of and interest on the Notesobligations to pay Special Interest, if any, and Additional Amounts, if lawful, any) with respect to each Note authenticated and all other obligations of the Issuer to the Holders or delivered by the Trustee hereunder or thereunder shall be promptly paid in full or performed, all its agent pursuant to and in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or any of such other obligationsthis indenture, that same shall be promptly paid in full when due or performed in accordance with the terms of this Indenture (all the foregoing being hereinafter collectively called the "Obligations"). Each Subsidiary Guarantor further agrees that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article 10 notwithstanding any extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment by the Issuer when due renewal of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall Obligation. All payments under such Guarantee will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collectionmade in dollars.
(b) The Guarantors Each Subsidiary Guarantor hereby agree agrees that their its obligations hereunder shall be unconditionalas if it were principal debtor and not merely surety, unaffected by, and irrespective of the of, any validity, regularity irregularity or enforceability unenforceability of the Notes any Note or this Indenture, the absence of any action failure to enforce the sameprovisions of any Note or this Indenture, any waiver waiver, modification or consent by any Holder indulgence granted to the Issuer with respect to any provisions hereof thereto by the Holders or thereofthe Trustee, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might may otherwise constitute a legal or equitable discharge or defense of a guarantorsurety or guarantor (except payment in full); provided that, notwithstanding the foregoing, no such waiver, modification, indulgence or circumstance shall without the written consent of such Subsidiary Guarantor increase the principal amount of a Note or the interest rate thereon or change the currency of payment with respect to any Note, or alter the Stated Maturity thereof. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency merger or bankruptcy of the Issuer, any right to require a proceeding first that the Trustee pursue or exhaust its legal or equitable remedies against the IssuerIssuer prior to exercising its rights under the such Subsidiary Guarantor's Guarantee (including, protestfor the avoidance of doubt, any right which such Subsidiary Guarantor may have to require the seizure and sale of the assets of the Issuer to satisfy the outstanding principal of, interest on or any other amount payable under each Note prior to recourse against such Subsidiary Guarantor or its assets), protest or notice with respect to any Note or the Debt evidenced thereby and all demands whatsoever whatsoever, and covenants that this Notes such Subsidiary Guarantor's Guarantee shall will not be discharged with respect to any Note except by complete performance of the obligations contained in the Notes and this Indenture, or pursuant to Section 10.06.
(c) Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01.
(d) If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to the Issuer or the Guarantors, any amount paid either to the Trustee or such Holder, this Notes Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.
(e) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, the principal thereof and interest thereon or as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as otherwise provided in Article 6 for the purposes of this Notes GuaranteeIndenture, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article 6, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Notes Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Notes Guaranteesincluding Section 10.
(f) Each Notes Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation or reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or the Notes Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.
(g) In case any provision of any Notes Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
(h) Each payment to be made by a Guarantor in respect of its Notes Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.
Appears in 1 contract
Sources: Indenture (TMM Lines LTD LLC)
Notes Guarantee. (a) Subject to this Article 10Each Guarantor hereby fully, each of the Guarantors herebyirrevocably and unconditionally, jointly and severally, unconditionally and irrevocably and unconditionally guarantees, on an unsecured, unsubordinated basis, Guarantees to each Holder of the Holders and to the Trustee and its the Collateral Agent and their respective successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer hereunder or thereunder, assigns that (1i) the principal of, premium, if any, any and interest on the Notes shall be promptly paid in full when due, subject to any applicable grace period, whether at maturityupon redemption pursuant to the terms of the Notes, by acceleration, redemption acceleration or otherwise, and interest on the overdue principal (including interest accruing at the then applicable rate provided in this Indenture and the Notes after the occurrence of and any Event of Default set forth in Sections 6.01(g), whether or not a claim for post-filing or post-petition interest on is allowed under applicable law following the Notesinstitution of a proceeding under bankruptcy, insolvency or similar laws), if any, and interest on any interest, if any, to the extent lawful, of the Notes and all other obligations of the Issuer Company to the Holders or Holders, the Trustee hereunder and the Collateral Agent hereunder, thereunder or thereunder under any Collateral Agreement shall be promptly paid in full or performed, all in accordance with the terms hereof hereof, thereof and thereofof the Collateral Agreements; and (2ii) in case of any extension of time of payment or renewal of any of the Notes or of any of such other obligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, by acceleration or otherwise. Failing payment by , subject, however, in the Issuer when due case of any amount so guaranteed or any performance so guaranteed for whatever reasonclauses (i) and (ii) above, to the Guarantors shall be jointly and severally obligated to pay the same immediatelylimitations set forth in Section 10.03. Each Guarantor hereby agrees that this is a guarantee of payment and not a guarantee of collection.
(b) The Guarantors hereby agree that their its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Notes, this Indenture or this Indentureany Collateral Agreement, the absence of any action to enforce the same, any waiver or consent by any Holder of the Holders of Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the IssuerCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor Guarantor, to the extent permitted by applicable law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, protest, notice of intent to accelerate, notice of acceleration, other notice and all demands whatsoever and covenants that this Notes Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, this Indenture and in this Notes and this Indenture, or pursuant to Section 10.06.
(c) Guarantee. Each Guarantor also agrees may consolidate with or merge into or sell its assets to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee Company or any Holder another Guarantor without limitation in enforcing any rights under this Section 10.01.
(d) accordance with Sections 5.01. If any Holder or the Trustee is required by any court or otherwise to return to the IssuerCompany, the Guarantors any Guarantor, or any custodian, trustee, liquidator or other similar official Custodian acting in relation to the Issuer Company or the Guarantorsany Guarantor, any amount paid either by the Company or any Guarantor to the Trustee Trustee, the Collateral Agent or such Holder, this Notes Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.
(e) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantorseach Guarantor, on the one hand, and the Holders of the Notes, the Collateral Agent and the Trustee, on the other hand, (1x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 Six for the purposes of this Notes Guarantee, Guarantee notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2y) in the event of any declaration of acceleration of such obligations as provided in Article 6Six, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors each Guarantor for the purpose of this Notes Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Notes Guarantees.
(f) Each Notes Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation or reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or the Notes Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.
(g) In case any provision of any Notes Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
(h) Each payment to be made by a Guarantor in respect of its Notes Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.
Appears in 1 contract
Sources: Indenture (Energy Partners LTD)
Notes Guarantee. (a) Subject to this Article 10, each of the The Guarantors hereby, jointly and severally, irrevocably and unconditionally guaranteesguarantee, on an unsecured, unsubordinated a senior secured basis, to each Holder and Holder, to the Trustee and its the Collateral Agent and the successors and assigns, irrespective assigns of the validity and enforceability Trustee or the Collateral Agent on behalf of this Indentureeach Holder, the Notes or the obligations due and punctual payment of the Issuer hereunder or thereunder, Notes Obligations. The Guarantors further agree that (1) the principal of, premium, if any, and interest on the Notes Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Guarantors and that the Guarantors shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of remain bound under this Article 12 notwithstanding any extension of time of payment or renewal of any Notes or any of Obligation. All payments under such other obligations, that same Guarantee shall be promptly paid made in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment by the Issuer when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collectionU.S. dollars.
(b) The Guarantors hereby agree that their obligations hereunder shall be unconditionalunaffected by, and irrespective of the of, any validity, regularity irregularity or enforceability unenforceability of the Notes any Note or this Indenture, the absence of any action failure to enforce the sameprovisions of any Note or this Indenture, any waiver waiver, modification or consent indulgence granted to the Issuer with respect thereto by the Holders, the Collateral Agent or the Trustee, or the release of any security held by any Holder with respect to any provisions hereof or thereofHolder, the recovery Collateral Agent or the Trustee for the Notes Obligations of any judgment against the Issuereach Guarantor, any action to enforce the same or any other circumstance which might may otherwise constitute a legal or equitable discharge or defense of a guarantorsurety or guarantor (except payment in full); provided, however, that, notwithstanding the foregoing, no such waiver, modification, indulgence or circumstance shall without the written consent of the Guarantors increase the principal amount of a Note or the interest rate thereon or change the currency of payment with respect to any Note, or alter the Stated Maturity thereof. Each Guarantor The Guarantors hereby waives waive diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency merger or bankruptcy of the Issuer, any right to require a proceeding first that the Trustee pursue or exhaust its legal or equitable remedies against the IssuerIssuer prior to exercising its rights under the Guarantee (including, protestfor the avoidance of doubt, any right which the Guarantors may have to require the seizure and sale of the assets of the Issuer to satisfy the outstanding principal of, interest on or any other amount payable as a Notes Obligation prior to recourse against the Guarantors or their assets), protest or notice with respect to any Note or the Indebtedness evidenced thereby and all demands whatsoever whatsoever, and covenants that this Notes the Guarantee shall not be discharged with respect to any Note except by complete performance payment in full of the obligations contained principal thereof and interest thereon or as otherwise provided in the Notes and this Indenture, including Section 12.3. If at any time any payment of any Notes Obligations is rescinded or pursuant must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the Issuer, the Guarantors’ obligations hereunder with respect to Section 10.06such payment shall be reinstated as of the date of such rescission, restoration or returns as though such payment had become due but had not been made at such times.
(c) Each Guarantor The Guarantors also agrees agree to pay any and all costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.0112.1.
(d) If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to the Issuer or the Guarantors, any amount paid either to the Trustee or such Holder, this Notes GuaranteeThe Guarantee of each Guarantor is, to the extent theretofore dischargedand in the manner set forth in this Article 12, shall be reinstated the senior secured Obligations of the Guarantors, equal in full force and effect.
(e) Each Guarantor agrees that it shall not be entitled to any right of subrogation payment to all existing and future Pari Passu Indebtedness, equal in relation right of payment to all existing and future unsubordinated Indebtedness of the relevant Guarantor, and subordinated and subject in right of payment to the Holders in respect of any obligations guaranteed hereby until prior payment in full of all obligations guaranteed hereby. Each Guarantor further agrees thatthe principal of and premium, as between the Guarantors, on the one handif any, and the Holders and the Trustee, interest on the other hand, (1) the maturity all secured Indebtedness of the obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes relevant Guarantor and is made subject to such provisions of this Notes Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article 6, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Notes Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Notes GuaranteesIndenture.
(f) Each Notes Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation or reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or the Notes Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.
(g) In case any provision of any Notes Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
(h) Each payment to be made by a Guarantor in respect of its Notes Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.
Appears in 1 contract
Sources: Indenture (FTS International, Inc.)
Notes Guarantee. (a) Subject to this Article 10Each Guarantor hereby fully, each of the Guarantors herebyunconditionally and irrevocably guarantees, as primary obligor and not merely as surety, jointly and severally, irrevocably and unconditionally guarantees, on an unsecured, unsubordinated basisseverally with each other Guarantor, to each Holder of the Securities and to the Trustee the full and its successors and assignspunctual payment when due, irrespective whether at maturity, by acceleration, by redemption or otherwise, of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer hereunder or thereunder, that (1) the principal of, premium, if any, and interest on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, Securities and all other monetary obligations of the Issuer Company under this Indenture (all the foregoing being hereinafter collectively called the "OBLIGATIONS"). Each Guarantor further agrees (to the Holders extent permitted by law) that the Obligations may be extended or the Trustee hereunder renewed, in whole or thereunder shall be promptly paid in full part, without notice or performedfurther assent from it, all in accordance with the terms hereof and thereof; and (2) in case of that it will remain bound under this ARTICLE XI notwithstanding any extension of time of payment or renewal of any Notes Obligation. Each Guarantor waives presentation to, demand of payment from and protest to the Company of any of the Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Securities or the Obligations. The obligations of each Guarantor hereunder shall not be affected by (a) the failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Company or any other person under this Indenture, the Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Obligations or any of such them; (e) the failure of any Holder to exercise any right or remedy against any other obligations, Guarantor; or (f) any change in the ownership of the Company. Each Guarantor further agrees that same shall be promptly paid in full its Notes Guarantee herein constitutes a Guarantee of payment when due or performed in accordance with the terms (and not a Guarantee of collection) and waives any right to require that any resort be had by any Holder to any security held for payment of the extension Obligations. Except as expressly set forth in SECTIONS 8.1(b) and 11.2, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or renewaltermination for any reason (other than payment of the Obligations in full), whether at stated maturityincluding any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by acceleration reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Failing payment Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the Issuer when due failure of any amount so guaranteed Holder to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance so guaranteed for whatever reasonof the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the Guarantors shall be jointly and severally obligated to pay the same immediatelyrisk of any Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.
(b) The Guarantors hereby agree that their 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 with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, 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 Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants that this its Notes Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture, or pursuant to Section 10.06.
(c) Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01.
(d) If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to the Issuer or the Guarantors, any amount paid either to the Trustee or such Holder, this Notes Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.
(e) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of this Notes Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article 6, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Notes Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Notes Guarantees.
(f) Each Notes Guarantee herein shall remain in full force and effect and continue to be effective should any petition be filed by until payment in full of all the Obligations or against such Notes Guarantee is released upon the Issuer for liquidation merger or reorganization, should the Issuer become insolvent sale of all the Capital Stock or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part assets of the Issuer’s assets, Guarantor in compliance with SECTION 3.7 and shall, to the fullest extent permitted by law, ARTICLE IV. Each Guarantor further agrees that its Notes Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment and performance payment, or any part thereof, of principal of or interest on any of the Notes are, pursuant to applicable law, Obligations is rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on Holder upon the Notes bankruptcy or reorganization of the Notes GuaranteesCompany or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against any Guarantor by virtue hereof, upon the failure of the 112 Company to pay any of the Obligations when and as the same shall become due, whether as a “voidable preference,” “fraudulent transfer” at maturity, by acceleration, by redemption or otherwise, all as though such payment each Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or performance had not been made. In the event that any payment or any part thereofcause to be paid, is rescinded, reduced, restored or returned, the Notes shallin cash, to the fullest Holders an amount equal to the sum of (i) the unpaid amount of such Obligations then due and owing and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent permitted not prohibited by law). Each Guarantor further agrees that, be reinstated as between such Guarantor, on the one hand, and deemed reduced only by such amount paid and not so rescindedthe Holders, reducedon the other hand, restored or returned.
(gx) In case any provision of any Notes Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability maturity of the remaining provisions shall not Obligations guaranteed hereby may be accelerated as provided in any way be affected or impaired thereby.
(h) Each payment to be made by a Guarantor in respect this Indenture for the purposes of its Notes Guarantee shall be made without set-offherein, counterclaimnotwithstanding any stay, reduction injunction or diminution other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby and (y) in the event of any kind such declaration of acceleration of such Obligations, such Obligations (whether or naturenot due and payable) shall forthwith become due and payable by the Guarantor for the purposes of this Notes Guarantee. Each Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys' fees) incurred by the Trustee or the Holders in enforcing any rights under this Section.
Appears in 1 contract
Sources: Indenture (Montgomery Open Mri LLC)
Notes Guarantee. (a) Subject to the provisions of this Article 10Twelve, each of the Guarantors herebyNotes Guarantor, jointly and severally, irrevocably hereby fully and unconditionally guarantees, on an unsecured, unsubordinated basis, guarantees to each Holder holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assignsTrustee, irrespective of the validity and or enforceability of this Indenture, the Notes Notes, the Registration Rights Agreement or the obligations of the Issuer Company hereunder or thereunder, that :
(1) the due and punctual payment of the principal ofof (and premium, if any) and interest on, the Notes, whether at Stated Maturity or on an Interest Payment Date, by acceleration, call for redemption or otherwise (subject to any applicable grace period);
(2) the due and punctual payment of interest on the overdue principal and premium, if any, and interest on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwiseof, and interest on the overdue principal of and interest on on, the Notes, if any, if lawful, ;
(3) the due and punctual payment and performance (subject to any applicable grace period) of all other obligations of the Issuer to Company under this Indenture and the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereofNotes; and and
(24) in case of any extension of time of payment or renewal of any Notes or any of such other obligationsobligations under this Indenture or under the Notes, that same shall be promptly paid in full when the due and punctual payment or performed performance thereof (subject to any applicable grace period) in accordance with the terms of the extension or renewal, whether at stated maturityStated Maturity, by acceleration acceleration, call for redemption or otherwise. .
(b) Failing payment when due by the Issuer when due Company of any amount so guaranteed or any performance so guaranteed Guaranteed for whatever reason, the Notes Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that An Event of Default under this is a guarantee Indenture or the Notes shall constitute an event of payment default under this Notes Guarantee, and not a guarantee shall entitle the Holders or the Trustee to accelerate the obligations of collectionthe Notes Guarantors hereunder in the same manner and to the same extent as the obligations of the Company.
(bc) The Guarantors Each Notes Guarantor hereby agree agrees that their (1) its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or Notes, this Indenture, the Registration Rights Agreement (if applicable) or the obligations of the Company hereunder or thereunder, the absence of any action to enforce the same, whether or not a Notes Guarantee is affixed to any particular Note, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any amendment of this Indenture, the Notes, or the Registration Rights Agreement, the recovery of any judgment against the IssuerCompany or any its Subsidiaries, any action to enforce the same same, or any other circumstance which that might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court guarantor (other than payment in the event of insolvency or bankruptcy full of the IssuerNotes) and (2) subject to Section 1207, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants that this each Notes Guarantee shall will not be discharged except by complete performance of the obligations contained in of the Company under the Notes and this Indenture, or pursuant to Section 10.06.
(c) Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01.
(d) If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to the Issuer or the Guarantors, any amount paid either to the Trustee or such Holder, this Notes Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.
(e) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of this Notes Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article 6, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Notes Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Notes Guarantees.
(f) Each Notes Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer Company for liquidation or reorganization, should the Issuer Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the IssuerCompany’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, are pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or the Notes GuaranteesNotes, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment payment, or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.
(e) Each Notes Guarantor hereby agrees that it shall not be entitled to and irrevocably waives diligence, presentment, demand of payment, filing of claim with a court in the event of insolvency or bankruptcy of the Company, any Notes Guarantor, any other Subsidiary of the Company or any other obligor under the Notes, any right to require a proceeding first against the Company, any Notes Guarantor, any other Subsidiary of the Company or any other obligor under this Indenture or the Notes and any right, protest, notice and all demands whatsoever.
(f) If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Notes Guarantor, any other Subsidiary of the Company or any other obligor under this Indenture or the Notes or any trustee, liquidator or other similar official, any amount paid by the Company, any Notes Guarantor, any other Subsidiary of the Company or any other obligor under this Indenture or the Notes to the Trustee or such Holder, the Notes Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect.
(g) In case Each Notes Guarantor agrees that, as between the Notes Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the obligations of the Company guaranteed hereby may be accelerated as provided in Article Five for the purposes of the Notes Guarantees, notwithstanding any provision stay, injunction or other prohibition preventing such acceleration as to the Company of the obligations guaranteed hereby, and (ii) in the event of any Notes Guarantee shall be invaliddeclaration of acceleration of those obligations as provided in Article Five, illegal or unenforceable, the validity, legality those obligations (regardless of whether due and enforceability payable) will forthwith become due and payable by each of the remaining provisions shall not in any way be affected or impaired therebyNotes Guarantors for the purpose of the Notes Guarantees.
(h) Each payment to be made by a Guarantor in respect No shareholder, officer, director, employee or incorporator, past, present or future, of its any Notes Guarantor, as such, shall have any personal liability under this Notes Guarantee shall be made without set-offby reason of his, counterclaimher or its status as such shareholder, reduction officer, director, employee or diminution of any kind or natureincorporator.
Appears in 1 contract
Sources: Indenture (Sanmina-Sci Corp)
Notes Guarantee. (a) The Notes will be guaranteed, as of the Issue Date, by KP Parent and the Initial Guarantors.
(b) Subject to this Article 10X, each of the Guarantors herebyany Guarantor, as primary obligor and not merely as a surety, jointly and severally, irrevocably and unconditionally guaranteesunconditionally, on an unsecureda senior basis and subject to the Agreed Security Principles and any limitations set out herein or in any supplemental indenture, unsubordinated basis, guarantees to each Holder of a Note authenticated and delivered by the Trustee (or the Authenticating Agent), to the Trustee and its successors and assignsassigns to the Collateral Trustee (on behalf of and for the benefit of the Holders, for the purpose of this Article X, and not in its individual capacity, but solely in its role as representative of the Holders in holding and enforcing the Collateral and the Security Documents), irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer hereunder or thereunder, that that:
(1i) the principal of, Additional Amounts and premium, if any, and interest on on, the Notes shall will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notesinterest, Additional Amounts and premium, if any, if lawful, on the Notes (to the extent permitted by law) and all other obligations of the Issuer to the Holders or the Trustee or the Collateral Trustee hereunder or thereunder shall will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and
(2ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturityStated Maturity, by acceleration or otherwise. Failing payment by the Issuer when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.
(bc) The Guarantors To the extent permitted by the applicable law and subject to the Agreed Security Principles, each Guarantor hereby agree agrees that their its obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action or any delay or omission to assert any claim or to demand or enforce the sameany remedy hereunder or thereunder, any waiver waiver, surrender, release or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants covenant that this Notes Guarantee shall will not be discharged except by complete performance of the obligations contained in the Notes and this Indenture, or pursuant to Section 10.06.
(c) Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01.
(d) If any Holder Holder, the Trustee, or the Collateral Trustee is required by any court or otherwise to return to or for the benefit of the Issuer, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Guarantors, any amount paid by either the Issuer or the Guarantors to the Trustee Trustee, the Collateral Trustee, or such Holder, this Notes Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect.
(e) Each Guarantor agrees that it shall will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders Holders, the Collateral Trustee, and the Trustee, on the other hand, ,
(1i) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 VI hereof for the purposes of this Notes Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and and
(2ii) in the event of any declaration of acceleration of such obligations as provided in Article 6VI, such obligations (whether or not due and payable) shall will forthwith become due and payable by the Guarantors for the purpose of this Notes Guarantee. The Guarantors shall will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Notes GuaranteesGuarantee.
(f) Each Notes Guarantee shall remain in full force Guarantor also agrees to pay any and effect all costs and continue to be effective should any petition be filed expenses (including attorneys’ fees and expenses) incurred by or against the Issuer for liquidation or reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes Trustee or the Notes Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that Collateral Trustee in enforcing any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returnedrights under this Section 10.01.
(g) In case any provision of any Notes Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
(h) Each payment to be made by a Guarantor in respect of its Notes Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.
Appears in 1 contract
Notes Guarantee. (a) Subject to this Article 10, each of the Guarantors herebyNotes Guarantor hereby absolutely, unconditionally and irrevocably guarantees, jointly with the other Notes Guarantors and severally, irrevocably as primary obligor and unconditionally guarantees, on an unsecured, unsubordinated basisnot merely as surety, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its the Collateral Agent and their respective successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer Company hereunder or thereunder, that that:
(1) the principal of, premium, if any, on, and interest on on, the Notes shall will be promptly paid in full when due, whether at maturityStated Maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notesof, premium, if any, on, and interest premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise on, the Notes, if lawful, and all other obligations Obligations of the Issuer Company, whether now or hereafter existing, to the Holders or the Trustee hereunder or thereunder shall will be promptly paid in full or performedfull, all in accordance with the terms hereof and thereof; and and
(2) in case of any extension of time of payment or modification, substitution, amendment or renewal of any Notes or any of such other obligationsObligations, that same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturityStated Maturity, by acceleration or otherwise. Failing payment by the Issuer when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Notes Guarantors shall will be jointly and severally obligated to pay the same immediately. Each Notes Guarantor agrees that this is a guarantee of payment (whether or not any bankruptcy or similar proceeding shall have stayed the accrual of collection of any of the foregoing Obligations or operated as a discharge thereof) and not a guarantee of collection, and is in no way conditioned upon any requirement that the Collateral Agent first attempt to collect any portion of the Obligations from the Company or any Notes Guarantor or resort to any other means of obtaining payment. Without limiting the generality of the foregoing, each Notes Guarantor’s liability shall extend to all amounts that constitute part of the foregoing Obligations and would be owed by any other Notes Guarantor to any Secured Party but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Notes Guarantor.
(b) The Notes Guarantors hereby agree that their obligations hereunder shall be are 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 IssuerCompany, 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 Notes Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, protest, notice and all demands whatsoever and covenants that this its Notes Guarantee shall will not be discharged except by complete performance of the obligations contained in the Notes and this Indenture, or pursuant to Section 10.06.
(c) Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01.
(d) If any Holder Holder, the Collateral Agent or the Trustee is required by any court or otherwise to return to the IssuerCompany, the Notes Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer Company or the Notes Guarantors, any amount paid either by any of them to the Trustee Trustee, the Collateral Agent or such Holder, this Notes Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect.
(ed) Each Notes Guarantor agrees that it shall will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations Obligations guaranteed hereby until payment in full of all obligations Obligations guaranteed hereby. Each Notes Guarantor further agrees that, as between the Notes Guarantors, on the one hand, and the Holders Holders, the Collateral Agent and the Trustee, on the other hand, (1) the maturity of the obligations Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Notes GuaranteeArticle 10, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations Obligations as provided in Article 66 hereof, such obligations Obligations (whether or not due and payable) shall will forthwith become due and payable by the Notes Guarantors for the purpose of this Notes GuaranteeArticle 10. The Notes Guarantors shall will have the right to seek contribution from any non-paying Notes Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Notes Guaranteesthis Article 10.
(f) Each Notes Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation or reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or the Notes Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.
(g) In case any provision of any Notes Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
(h) Each payment to be made by a Guarantor in respect of its Notes Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.
Appears in 1 contract
Sources: Indenture (ProFrac Holding Corp.)
Notes Guarantee. (a) Subject to this Article 10, each of the The Guarantors hereby, jointly and severally, irrevocably and unconditionally guaranteesguarantee, on an unsecured, unsubordinated a senior secured basis, to each Holder and Holder, to the Trustee and its the Collateral Agent and the successors and assigns, irrespective assigns of the validity and enforceability Trustee or the Collateral Agent on behalf of this Indentureeach Holder, the due and punctual payment of the Notes or the obligations Obligations, Hedging Obligations of the Issuer hereunder or thereunderand the Guarantors and Bank Product Obligations, in each case, other than the Excluded Hedge Obligations (the “Guaranteed Obligations”). The Guarantors further agree that (1) the principal of, premium, if any, and interest on the Notes Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Guarantors and that the Guarantors shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of remain bound under this Article 12 notwithstanding any extension of time of payment or renewal of any Notes or any of Guaranteed Obligation. All payments under such other obligations, that same Guarantee shall be promptly paid made in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment by the Issuer when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collectionU.S. dollars.
(b) The Guarantors hereby agree that their obligations hereunder shall be unconditionalunaffected by, and irrespective of the of, any validity, regularity irregularity or enforceability unenforceability of the Notes any Note or this Indenture, the absence of any action failure to enforce the sameprovisions of any Note or this Indenture, any waiver waiver, modification or consent indulgence granted to the Issuer with respect thereto by the Holders, the Collateral Agent or the Trustee, or the release of any security held by any Holder with respect to any provisions hereof or thereofHolder, the recovery Collateral Agent or the Trustee for the Guaranteed Obligations of any judgment against the Issuereach Guarantor, any action to enforce the same or any other circumstance which might may otherwise constitute a legal or equitable discharge or defense of a guarantorsurety or guarantor (except payment in full); provided, however, that, notwithstanding the foregoing, no such waiver, modification, indulgence or circumstance shall without the written consent of the Guarantors increase the principal amount of a Note or the interest rate thereon or change the currency of payment with respect to any Note, or alter the Stated Maturity thereof. Each Guarantor The Guarantors hereby waives waive diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency merger or bankruptcy of the Issuer, any right to require a proceeding first that the Trustee pursue or exhaust its legal or equitable remedies against the IssuerIssuer prior to exercising its rights under the Guarantee (including, protestfor the avoidance of doubt, any right which the Guarantors may have to require the seizure and sale of the assets of the Issuer to satisfy the outstanding principal of, interest on or any other amount payable as a Guaranteed Obligation prior to recourse against the Guarantors or their assets), protest or notice with respect to any Note or the Indebtedness evidenced thereby and all demands whatsoever whatsoever, and covenants that this Notes the Guarantee shall not be discharged with respect to any Note except by complete performance payment in full of the obligations contained principal thereof and interest thereon or as otherwise provided in the Notes and this Indenture, including Section 12.3. If at any time any payment of any Guaranteed Obligations is rescinded or pursuant must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the Issuer, the Guarantors’ obligations hereunder with respect to Section 10.06such payment shall be reinstated as of the date of such rescission, restoration or returns as though such payment had become due but had not been made at such times.
(c) Each Guarantor The Guarantors also agrees agree to pay any and all costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.0112.1.
(d) If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to the Issuer or the Guarantors, any amount paid either to the Trustee or such Holder, this Notes GuaranteeThe Guarantee of each Guarantor is, to the extent theretofore dischargedand in the manner set forth in this Article 12, shall be reinstated the senior secured Obligations of the Guarantors, equal in full force and effect.
(e) Each Guarantor agrees that it shall not be entitled to any right of subrogation payment to all existing and future Pari Passu Indebtedness, equal in relation right of payment to all existing and future unsubordinated Indebtedness of the relevant Guarantor, and subordinated and subject in right of payment to the Holders in respect of any obligations guaranteed hereby until prior payment in full of all obligations guaranteed hereby. Each Guarantor further agrees thatthe principal of and premium, as between the Guarantors, on the one handif any, and the Holders and the Trustee, interest on the other hand, (1) the maturity all secured Indebtedness of the obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes relevant Guarantor and is made subject to such provisions of this Notes Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article 6, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Notes Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Notes GuaranteesIndenture.
(f) Each Notes Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation or reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or the Notes Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.
(g) In case any provision of any Notes Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
(h) Each payment to be made by a Guarantor in respect of its Notes Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.
Appears in 1 contract
Sources: Indenture (FTS International, Inc.)
Notes Guarantee. (a) Subject to this Article 1011, each of the Guarantors hereby, jointly and severally, irrevocably and unconditionally guarantees, on an unsecured, unsubordinated basis, to each Holder of a Note authenticated and delivered by the Trustee (or the Authenticating Agent) and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer Issuers hereunder or thereunderthereunder (such Guarantee, that a “Notes Guarantee”), that:
(1) the principal of, premiumpremium on, if any, interest and interest on Additional Amounts, if any, on, the Notes shall will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notesof, premium on, if any, interest and Additional Amounts, if any, on, the Notes, if lawful, and all other obligations of the Issuer Issuers to the Holders or the Trustee hereunder or thereunder shall will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and
(2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall will be promptly 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. Failing payment by the Issuer when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.
(b) The Subject to this Article 11, the Guarantors hereby agree that their obligations hereunder shall be are 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 IssuerIssuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerIssuers, any right to require a proceeding first against the IssuerIssuers, protest, notice and all demands whatsoever and covenants covenant that this Notes Guarantee shall not will not
(c) be discharged except by complete performance of the obligations contained in the Notes and this Indenture, or pursuant to Section 10.06.
(c) Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01.
(d) If any Holder or the Trustee is required by any court or otherwise to return to the IssuerIssuers, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer Issuers or the Guarantors, any amount paid by either to the Trustee or such Holder, this Notes Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect.
(e) Each Guarantor agrees that it shall will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Notes Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article 66 hereof, such obligations (whether or not due and payable) shall will forthwith become due and payable by the Guarantors for the purpose of this Notes Guarantee. The Guarantors shall will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Notes GuaranteesGuarantee.
(f) Each Notes Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation or reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or the Notes Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.
(g) In case any provision of any Notes Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
(h) Each payment to be made by a Guarantor in respect of its Notes Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.
Appears in 1 contract
Notes Guarantee. (a) Subject to this Article 10, each of the Guarantors hereby, jointly and severally, irrevocably Each Guarantor hereby fully and unconditionally guarantees, on an unsecured, unsubordinated a joint and several basis, to each Holder and to the Trustee and its successors and assigns, irrespective assigns on behalf of the validity and enforceability of this Indentureeach Holder, the Notes or the obligations full and punctual payment of the Issuer hereunder or thereunder, that (1) the principal of, premium, if any, and interest on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notesinterest, if any, and Additional Amounts, if lawfulany on, and all other monetary obligations of the Issuer under this Indenture and the Notes (including obligations to the Holders or Trustee and the obligations to pay Additional Amounts, if any) with respect to each Note authenticated and delivered by the Trustee hereunder or thereunder shall be promptly paid in full or performed, all its agent pursuant to and in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or any of such other obligationsthis Indenture, that same shall be promptly paid in full when due or performed in accordance with the terms of this Indenture (all the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment by foregoing being hereinafter collectively called the Issuer when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately“Guaranteed Obligations”). Each Guarantor further agrees that the Guaranteed Obligations may be assigned (whether or not by the occurrence of the Assumption), novated, extended or renewed, in whole or in part, without notice or further assent from such Guarantor and that such Guarantor shall remain bound under this is Article Ten notwithstanding any assignment (whether or not by the occurrence of the Assumption), novation, extension or renewal of any Guaranteed Obligation, including, without limitation, the occurrence of the Assumption. All payments under such Guarantees shall be made in U.S. Dollars. For the sake of clarity, any Spanish Guarantor acknowledges that the guarantee provided by it under this Section 10.01 must be construed as a first demand guarantee (garantía a primera demanda) and not as a guarantee (fianza) and, therefore, the benefits of payment preference (excusión), order (orden) and division (división) shall not a guarantee of collectionbe applicable.
(b) The Guarantors Each Guarantor hereby agree agrees that their its obligations hereunder shall be unconditionalas if it were principal debtor and not merely surety, unaffected by, and irrespective of, any invalidity, irregularity or unenforceability of the validity, regularity or enforceability of the Notes any Note or this Indenture, the absence of any action failure to enforce the sameprovisions of any Note or this Indenture, any waiver waiver, modification or consent by any Holder indulgence granted to the Issuer with respect to any provisions hereof thereto by the Holders or thereofthe Trustee, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might may otherwise constitute a legal or equitable discharge or defense of a guarantorsurety or guarantor (except payment in full); provided that, notwithstanding the foregoing, no such waiver, modification, indulgence or circumstance shall without the written consent of such Guarantor increase the principal amount of a Note or the interest rate thereon or change the currency of payment with respect to any Note, or alter the Stated Maturity thereof. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency merger or bankruptcy of the Issuer, any right to require a proceeding first that the Trustee pursue or exhaust its legal or equitable remedies against the IssuerIssuer prior to exercising its rights under such Guarantor’s Guarantee (including, protestfor the avoidance of doubt, any right which such Guarantor may have to require the seizure and sale of the assets of the Issuer to satisfy the outstanding principal of, interest on or any other amount payable under each Note prior to recourse against such Guarantor or its assets), protest or notice with respect to any Note or the Debt evidenced thereby and all demands whatsoever whatsoever, and covenants that this Notes such Guarantee shall not be discharged with respect to any Note except by complete performance of the obligations contained in the Notes and this Indenture, or pursuant to Section 10.06.
(c) Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01.
(d) If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to the Issuer or the Guarantors, any amount paid either to the Trustee or such Holder, this Notes Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.
(e) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, the principal thereof and interest thereon or as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as otherwise provided in Article 6 for the purposes of this Notes GuaranteeIndenture, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article 6, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Notes Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Notes Guarantees.
(f) Each Notes Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation or reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or the Notes Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.
(g) In case any provision of any Notes Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
(h) Each payment to be made by a Guarantor in respect of its Notes Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.including
Appears in 1 contract
Sources: Indenture
Notes Guarantee. (a) Subject to the provisions of this Article 10Thirteen, each of the Guarantors herebyNotes Guarantor, jointly and severally, irrevocably hereby fully and unconditionally guarantees, on an unsecured, unsubordinated basis, guarantees to each Holder holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assignsTrustee, irrespective of the validity and or enforceability of this Indenture, the Notes Notes, the Security Documents, the Registration Rights Agreement or the obligations of the Issuer Company hereunder or thereunder, that :
(1) the due and punctual payment of the principal ofof (and premium, if any) and interest on, the Notes, whether at Stated Maturity or on an Interest Payment Date, by acceleration, call for redemption or otherwise (subject to any applicable grace period);
(2) the due and punctual payment of interest on the overdue principal and premium, if any, and interest on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwiseof, and interest on the overdue principal of and interest on on, the Notes, if any, if lawful, ;
(3) the due and punctual payment and performance (subject to any applicable grace period) of all other obligations of the Issuer to Company under this Indenture and the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereofNotes; and and
(24) in case of any extension of time of payment or renewal of any Notes or any of such other obligationsobligations under this Indenture or under the Notes, that same shall be promptly paid in full when the due and punctual payment or performed performance thereof (subject to any applicable grace period) in accordance with the terms of the extension or renewal, whether at stated maturityStated Maturity, by acceleration acceleration, call for redemption or otherwise. .
(b) Failing payment when due by the Issuer when due Company of any amount so guaranteed or any performance so guaranteed Guaranteed for whatever reason, the Notes Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that An Event of Default under this is a guarantee Indenture or the Notes shall constitute an event of payment default under this Notes Guarantee, and not a guarantee shall entitle the Holders or the Trustee to accelerate the obligations of collectionthe Notes Guarantors hereunder in the same manner and to the same extent as the obligations of the Company.
(bc) The Guarantors Each Notes Guarantor hereby agree agrees that their (1) its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or Notes, this Indenture, the Security Documents (if applicable), the Registration Rights Agreement (if applicable) or the obligations of the Company hereunder or thereunder, the absence of any action to enforce the same, whether or not a Notes Guarantee is affixed to any particular Note, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any releases of Collateral, any amendment of this Indenture, the Notes, the Security Documents or the Registration Rights Agreement, any delays in obtaining or realizing upon or failure to obtain or realize upon the Collateral, the recovery of any judgment against the IssuerCompany or any its Subsidiaries, any action to enforce the same same, or any other circumstance which that might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligenceguarantor (other than payment in full of Indenture 115 the Notes) and (2) subject to Section 1307, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants that this each Notes Guarantee shall will not be discharged except by complete performance of the obligations contained in of the Company under the Notes and this Indenture, or pursuant to Section 10.06.
(c) Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01.
(d) If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to the Issuer or the Guarantors, any amount paid either to the Trustee or such Holder, this Notes Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.
(e) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of this Notes Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article 6, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Notes Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Notes Guarantees.
(f) Each Notes Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer Company for liquidation or reorganization, should the Issuer Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s Company's assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, are pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or the Notes GuaranteesNotes, whether as a “"voidable preference,” “" "fraudulent transfer” " or otherwise, all as though such payment or performance had not been made. In the event that any payment payment, or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.
(e) Each Notes Guarantor hereby agrees that it shall not be entitled to and irrevocably waives diligence, presentment, demand of payment, filing of claim with a court in the event of insolvency or bankruptcy of the Company, any Notes Guarantor, any other Subsidiary of the Company or any other obligor under the Notes, any right to require a proceeding first against the Company, any Notes Guarantor, any other Subsidiary of the Company or any other obligor under this Indenture, the Notes or the Security Documents and any right, protest, notice and all demands whatsoever.
(f) If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Notes Guarantor, any other Subsidiary of the Company or any other obligor under this Indenture, the Notes or the Security Documents, or any trustee, liquidator or other similar official, any amount paid by the Company, any Notes Guarantor, any other Subsidiary of the Company or any other obligor under this Indenture, the Notes or the Security Documents to the Trustee or such Holder, the Notes Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect.
(g) In case Each Notes Guarantor agrees that, as between the Notes Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the obligations of the Company guaranteed hereby may be accelerated as provided in Article Five for the purposes of the Notes Guarantees, notwithstanding any provision stay, injunction or other prohibition preventing such acceleration as to the Company of the obligations guaranteed hereby, and (ii) in the event of any Notes Guarantee shall be invaliddeclaration of acceleration of those obligations as provided in Article Five, illegal or unenforceable, the validity, legality those obligations (regardless of whether due and enforceability payable) will forthwith become due and payable by each of the remaining provisions shall not in any way be affected or impaired therebyNotes Guarantors for the purpose of the Notes Guarantees.
(h) Each payment to be made by a Guarantor in respect No shareholder, officer, director, employee or incorporator, past, present or future, of its any Notes Guarantor, as such, shall have any personal liability under this Notes Guarantee shall be made without set-offby reason of his, counterclaimher or its status as such shareholder, reduction officer, director, employee or diminution of any kind or natureincorporator.
Appears in 1 contract
Sources: Indenture (Sanmina-Sci Corp)
Notes Guarantee. (a) Subject to this Article 107, each of the Guarantors hereby, jointly and severally, irrevocably and unconditionally guarantees, guarantees on an unsecured, unsubordinated basis, a senior unsecured basis to each Holder authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer Issuers hereunder or thereunder, that that: (1a) the principal of, premium, if any, of and interest on the Notes shall be promptly paid in full when due, whether at maturityMaturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuer Issuers to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (2b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturityStated Maturity, by acceleration or otherwise. Failing payment by the Issuer when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this Notes Guarantee is a guarantee of payment and not a guarantee of collection.
(b) . The Guarantors hereby agree that their 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 with respect to any provisions hereof or thereof, the recovery of any judgment against the IssuerIssuers, 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 Subject to Section 4.6 hereof, each Guarantor hereby waives waives, to the extent permitted by applicable law, diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerIssuers, any right to require a proceeding first against the IssuerIssuers, protest, notice and all demands whatsoever and covenants covenant that this Notes Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture, or pursuant to Section 10.06.
(c) Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01.
(d) . If any Holder or the Trustee is required by any court or otherwise to return to the IssuerIssuers, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer Issuers or the Guarantors, any amount paid by either to the Trustee or such Holder, this Notes Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.
(e) . Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1x) the maturity Maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 4 hereof for the purposes of this Notes Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, hereby and (2y) in the event of any declaration of acceleration of such obligations as provided in Article 64 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Notes Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Notes Guarantees.
(f) Each Notes Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation or reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or the Notes Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.
(g) In case any provision of any Notes Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
(h) Each payment to be made by a Guarantor in respect of its Notes Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.
Appears in 1 contract
Sources: Indenture (CareTrust REIT, Inc.)