The Guarantors Sample Clauses
The Guarantors clause identifies the individuals or entities that agree to assume responsibility for fulfilling the obligations of another party under the contract, typically if the primary party defaults. In practice, this clause specifies the names of the guarantors and outlines the extent of their liability, which may include payment of debts, performance of duties, or other contractual commitments. Its core function is to provide additional security to the beneficiary by ensuring that there is a reliable party who can be held accountable if the original obligor fails to meet their obligations.
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The Guarantors. Each of the Guarantors hereby ratifies and confirms all of its Obligations to the Lenders and the Facility Agent and each of the Guarantors hereby affirms its unconditional and irrevocable guaranty of the Obligations under the Credit Agreement, as amended hereby. Each of the Guarantors hereby confirms that the Obligations are and remain secured pursuant to the Security Documents and pursuant to all other instruments and documents executed and delivered by any of the Guarantors as security for the Obligations.
The Guarantors. Each Guarantor shall not consolidate with or merge with or into, or convey, transfer or lease, in one transaction or a series of transactions, all or substantially all of its assets to any Person unless:
(i) either (i) such Guarantor is the surviving or continuing person or (ii) the resulting, surviving or transferee person (if not such Guarantor) shall be organized or existing under the laws of the jurisdiction under which such Guarantor was organized or under the laws of a Permitted Jurisdiction, and such person (if not such Guarantor) shall expressly assume, by a guarantee agreement, in a form reasonably satisfactory to the Trustee, all the obligations of such Guarantor, if any, under its Guarantee, the Intercreditor Agreement, any additional intercreditor agreement and the Security Documents; provided, however, that the foregoing shall not apply in the case of a Guarantor (x) that has been disposed of in its entirety to another person (other than to the Issuer or an Affiliate of the Issuer), whether through a merger, consolidation or sale of equity interests or assets or (y) that, as a result of the disposition of all or a portion of its equity interests, ceases to be a subsidiary of the Issuer, in both cases, if in connection therewith the Issuer provides an Officer’s Certificate to the Trustee to the effect that the Issuer will comply with its obligations under Section 4.09 in respect of such disposition;
(ii) immediately after giving effect to such transaction or transactions on a pro forma basis (and treating any Debt which becomes an obligation of the resulting, surviving or transferee person as a result of such transaction as having been issued by such person at the time of such transaction), no Default shall have occurred and be continuing; and
(iii) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such guarantee agreement, if any, complies with this Indenture. The successor Guarantor (if not the Issuer) will be the successor to such Guarantor and shall succeed to, and be substituted for, and may exercise every right and power of, such Guarantor and its Guarantee, and the predecessor Guarantor shall be released from its obligations under its Guarantee and this Indenture. Notwithstanding the foregoing, (1) a Guarantor may merge or consolidate with an Affiliate solely for the purpose and with the sole effect of reincorporating such Guaran...
The Guarantors. The Guarantors have been duly incorporated or formed and are validly existing as a limited partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction in which they are chartered or organized, and are duly qualified to do business as a limited partnership or limited liability company, as the case may be, and are in good standing under the laws of each jurisdiction which requires such qualification, except where the failure to be so qualified would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each of the Guarantors have all limited partnership or limited liability company, as applicable, power and authority necessary to own or hold its properties and to conduct the businesses in which it is engaged in all material respects.
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The Guarantors. The Guarantor guarantees all payments of rent, any other obligations under this Agreement, and any other payments due to the Landlord which the Tenant is required to pay under this Agreement, and liability continues in respect of any payment due but not paid even after the termination of this Agreement or any alteration to this Agreement. For data protection guarantor details will be stored separately.
The Guarantors. The Administrative Agent shall have received a -------------- certificate, dated the Effective Date, of the Secretary or Assistant Secretary of each Guarantor (i) attaching a true and complete copy of the resolutions of its Board of Directors and of all documents evidencing other necessary corporate action (in form and substance satisfactory to the Administrative Agent) taken by it to authorize the Loan Documents to which it is a party and the transactions contemplated thereby, (ii) attaching a true and complete copy of its Articles of Incorporation and By-Laws, (iii) setting forth the incumbency of its officer or officers who may sign such Documents, including therein a signature specimen of such officer or officers and (iv) attaching a certificate of good standing of the Secretary of State of such Guarantor's jurisdiction of organization and principal place of business.
The Guarantors. Each Financing Document has been duly authorized by all necessary corporate action on the part of each Guarantor that is a party thereto, and each such Financing Document constitutes a legal, valid and binding obligation of each such Guarantor, enforceable against each such Guarantor in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting the enforcement of creditors' rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
The Guarantors. (a) acknowledge and consent to all of the terms and conditions of this Amendment, (b) affirm all of their obligations under the Credit Documents and (c) agree that this Amendment and all documents executed in connection herewith do not operate to reduce or discharge the Guarantors' obligations under the Credit Agreement or the other Credit Documents. The Guarantors acknowledge and agree that the Guarantors have no claims, counterclaims, offsets, credits or defenses to the Credit Documents and the performance of the Guarantors' obligations thereunder, or if a Guarantor did have any such claims, counterclaims, offsets, credits or defenses to the Credit Documents or any transaction related to the Credit Documents, the same are hereby waived, relinquished and released in consideration of the Lenders' execution and delivery of this Amendment.
The Guarantors. Securities issued under the Programme do not have the benefit of a Guarantee, save as described below: