Unconditional Guarantee. (a) In consideration of the promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each of the Subsidiary Guarantors hereby, jointly and severally, irrevocably and unconditionally guarantees and agrees to be liable on 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 Company or any other Subsidiary Guarantor under this Indenture or the Notes, that: (a) the principal of, premium, if any, and interest on the Notes (and any Additional Interest payable thereon) shall be duly and punctually paid in full when due, whether at maturity, upon redemption (whether upon a Change of Control or pursuant to a Net Proceeds Offer or otherwise), by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes and all other Obligations of the Company or the Subsidiary Guarantors to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.7 hereof), shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations of the Company, the same shall be promptly paid in full when due or performed in accordance with the terms of extension or renewal, whether at maturity, upon redemption, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other Obligation of the Company to the Holders or the Trustee under this Indenture or under the Notes, for whatever reason, each Subsidiary Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under each such Subsidiary Guarantee, and shall entitle the Holders or Trustee to accelerate the Obligations of the Subsidiary Guarantors under the Subsidiary Guarantees in the same manner and to the same extent as the Obligations of the Company hereunder or under the Notes. (b) Each of the Subsidiary Guarantors hereby agrees that its Obligations under its Subsidiary Guarantee 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 thereof, any release of any other Subsidiary Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Subsidiary Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each of the Subsidiary Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee shall not be discharged except by complete performance of the Obligations contained in the Notes, this Indenture and its Subsidiary Guarantee. Each Subsidiary Guarantee shall be a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Subsidiary Guarantor, any amount paid by the Company or such Subsidiary Guarantor to the Trustee or such Holder, the Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor shall further agree that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (a) subject to this Article Ten, the maturity of the Obligations guaranteed may be accelerated as provided in Article Six hereof for the purposes of its Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed thereby, and (b) in the event of any acceleration of such Obligations as provided in Article Six hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable jointly and severally by each Subsidiary Guarantor for the purpose of its Subsidiary Guarantee.
Appears in 1 contract
Sources: Indenture (CSS Trade Names Inc)
Unconditional Guarantee. (a) In consideration Subject to the provisions of the promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledgedthis Article Twelve, each of the Subsidiary Guarantors Guarantors, upon the execution and delivery of this Indenture or a Guarantee pursuant to Section 4.15 or 4.20, shall hereby, jointly and severally, unconditionally and irrevocably and unconditionally guarantees and agrees to be liable guarantee, on a senior secured basis (such guarantees to be referred to herein as the “Guarantees”) to each Holder of a Note Security 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 Securities or the Obligations obligations of the Company Issuer or any other Subsidiary Guarantor under this Indenture Guarantors to the Holders or the NotesTrustee hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Notes (and any Additional Interest payable thereon) Securities shall be duly and punctually paid in full when due, whether at maturity, upon redemption (whether upon a Change at the option of Control or Holders pursuant to a Net Proceeds Offer or otherwise)the provisions of the Securities relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes Securities and all other Obligations obligations of the Company Issuer or the Subsidiary Guarantors to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.7 hereof), ) and all other obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes Securities or any of such other Obligations of the Companyobligations, the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at maturity, upon redemption, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other Obligation obligation of the Company Issuer to the Holders or the Trustee under this Indenture or under the NotesSecurities, for whatever reason, each Subsidiary Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes Securities shall constitute an event of default under each such Subsidiary Guaranteethe Guarantees, and shall entitle the Holders or Trustee of Securities to accelerate the Obligations obligations of the Subsidiary Guarantors under the Subsidiary Guarantees hereunder in the same manner and to the same extent as the Obligations obligations of the Company hereunder or under the Notes.
(b) Issuer. Each of the Subsidiary Guarantors Guarantors, upon the execution and delivery of this Indenture or a Guarantee pursuant to Section 4.15 or 4.20, shall hereby agrees agree that its Obligations under its Subsidiary Guarantee obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities with respect to any provisions hereof or thereof, any release of any other Subsidiary Guarantor, the recovery of any judgment against the CompanyIssuer, any action to enforce the same, whether or not a Subsidiary Guarantee is affixed to any particular NoteSecurity, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each of the Subsidiary Guarantors Guarantors, upon the execution and delivery of this Indenture or a Guarantee pursuant to Section 4.15 or 4.20, shall hereby waives waive the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee shall not be discharged except by complete performance of the Obligations obligations contained in the NotesSecurities, this Indenture and its Subsidiary Guaranteethe Guarantees. Each Subsidiary Guarantee shall be is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company Issuer or to any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company such Issuer or such Subsidiary Guarantor, any amount paid by the Company such Issuer or such Subsidiary Guarantor to the Trustee or such Holder, the Subsidiary each Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor Guarantor, upon the execution and delivery of this Indenture or a Guarantee pursuant to Section 4.15 or 4.20, shall hereby further agree that, as between it, on the one hand, and the Holders of Securities and the Trustee, on the other hand, (a) subject to this Article TenTwelve, the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article Six hereof for the purposes of its Subsidiary Guaranteethe Guarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed therebyhereby, and (b) in the event of any acceleration of such Obligations obligations as provided in Article Six hereof, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable jointly and severally by each Subsidiary Guarantor the Guarantors for the purpose of the Guarantees. No Affiliate, stockholder, officer, director, limited liability company member or employee, past, present or future, of any Guarantor, as such, shall have any personal liability under such Guarantor’s Guarantee by reason of his, her or its Subsidiary Guaranteestatus as such Affiliate, stockholder, officer, director, limited liability company member or employee.
Appears in 1 contract
Sources: Indenture (Clean Harbors Inc)
Unconditional Guarantee. (a) In consideration of the promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is Each Guarantor hereby acknowledged, each of the Subsidiary Guarantors herebyunconditionally, jointly and severally, irrevocably and unconditionally guarantees and agrees (such guarantee to be liable on a senior basis referred to herein as the "Guarantee") 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 of the Company or any other Subsidiary Guarantor hereunder, thereunder and under this Indenture or the NotesPledge Agreement, that: and that (awithout limiting the generality of the foregoing): (i) the principal ofof and interest on the Notes will be promptly paid in full when due, premiumsubject to any applicable grace period, whether at maturity, by acceleration or otherwise and interest on the overdue principal, if any, and interest on the Notes (and any Additional Interest payable thereon) shall be duly and punctually paid in full when dueinterest, whether at maturity, upon redemption (whether upon a Change of Control or pursuant to a Net Proceeds Offer or otherwise), by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interestlawful, if any, on of the Notes and all other Obligations obligations of the Company or the Subsidiary Guarantors to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.7 hereof), shall will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (bii) in case of any extension of time of payment or renewal of any Notes or of any of such other Obligations of the Companyobligations, 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, upon redemption, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other Obligation otherwise and (iii) the obligations of the Company and its Subsidiaries under the Collateral Document shall be performed in accordance with the terms thereof; subject, however, in the case of clauses (i) and (ii) above, to the Holders or the Trustee under this Indenture or under the Notes, for whatever reason, each Subsidiary limitations set forth in Section 10.5. Each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under each such Subsidiary Guarantee, and shall entitle the Holders or Trustee to accelerate the Obligations of the Subsidiary Guarantors under the Subsidiary Guarantees in the same manner and to the same extent as the Obligations of the Company hereunder or under the Notes.
(b) Each of the Subsidiary Guarantors hereby agrees that its Obligations under its Subsidiary Guarantee obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Notes, this Indenture or this Indenturethe Collateral Document, as the case may be, 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, any release of any other Subsidiary Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Subsidiary Guarantee is affixed to any particular Note, same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each of the Subsidiary Guarantors Guarantor hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Subsidiary this Guarantee shall will not be discharged except by complete performance of the Obligations obligations contained in the Notes, this Indenture Indenture, the Collateral Document and its Subsidiary in this Guarantee. Each Subsidiary Guarantee shall be a guarantee of payment and not of collection. If any Holder Noteholder or the Trustee is required by any court or otherwise to return to the Company or to Company, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Subsidiary any Guarantor, any amount paid by the Company or such Subsidiary any Guarantor to the Trustee or such HolderNoteholder, the Subsidiary this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor shall further agree that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (a) subject to this Article Ten, the maturity of the Obligations guaranteed may be accelerated as provided in Article Six hereof for the purposes of its Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed thereby, and (b) in the event of any acceleration of such Obligations as provided in Article Six hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable jointly and severally by each Subsidiary Guarantor for the purpose of its Subsidiary Guarantee.theretofore
Appears in 1 contract
Sources: First Supplemental Indenture (Telehub Communications Corp)
Unconditional Guarantee. (a) In consideration Subject to the provisions of the promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledgedthis Section 1, each of the Subsidiary Guarantors herebyGuarantors, jointly and severally, hereby unconditionally and irrevocably and unconditionally guarantees and agrees to be liable on a senior basis to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assignsfor the benefit of the Holders, irrespective of the validity and enforceability of this Indenture, the Notes Loan Agreement or the Obligations obligations of the Company or any other Subsidiary Guarantor under this Indenture Guarantors to the Trustee hereunder or the Notes, thatthereunder: (a) the principal of, of and redemption premium, if any, and interest on the Notes (and any Additional Interest payable thereon) shall be duly and punctually paid in full when due, whether at maturity, upon redemption (whether upon a Change of Control or pursuant to a Net Proceeds Offer or otherwise), by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes Bonds when and all other Obligations of the Company or the Subsidiary Guarantors to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.7 hereof), shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations of the Company, as the same shall be promptly paid in full when become due or performed in accordance with the terms of extension or renewal, (whether at maturity, upon redemptionby acceleration, by acceleration call for redemption or otherwise); (b) the interest on the Bonds when and as the same shall become due; (c) the purchase price of Bonds tendered or deemed tendered for purchase pursuant to Sections 4.6, 4.8 or 4.9 of the Indenture; and (d) all amounts allocable to the Bonds due or to become due from the Company under Sections 4.2(a) and 4.2(b) of the Loan Agreement (collectively, the “Guaranteed Obligations”). Failing payment when due of any amount so guaranteed, or failing performance of any other Obligation obligation of the Company to the Holders or the Trustee under this Indenture or under the Notes, for whatever reasonBonds, each Subsidiary Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes Loan Agreement with respect to the Bonds shall constitute an event of default under each such Subsidiary Guaranteethis Guaranty, and shall entitle the Holders or Trustee to accelerate the Obligations obligations of the Subsidiary Guarantors under the Subsidiary Guarantees hereunder in the same manner and to the same extent as the Obligations obligations of the Company hereunder or under the Notes.
(b) Loan Agreement. Each of the Subsidiary Guarantors hereby agrees that its Obligations under its Subsidiary Guarantee obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this IndentureLoan Agreement, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions thereof, any release of any other Subsidiary Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Subsidiary Guarantee this Guaranty is affixed to any particular Notethe Loan Agreement or the Bonds, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorsuch Guarantor. Each of the Subsidiary Guarantors Guarantor hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee this Guaranty shall not be discharged except by complete performance of the Obligations contained in the Notes, this Indenture and its Subsidiary GuaranteeGuaranteed Obligations. Each Subsidiary Guarantee shall be This Guaranty is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to any Subsidiary a Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Subsidiary a Guarantor, any amount paid by the Company or such Subsidiary a Guarantor to the Trustee or such HolderTrustee, the Subsidiary Guaranteethis Guaranty, to the extent theretofore discharged, shall be reinstated in full force and effect, subject to Section 7 hereof. Each Subsidiary Guarantor shall further agree agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (a) subject to the other provisions of this Article TenGuaranty, the maturity of the Obligations guaranteed Bonds may be accelerated as provided in Article Six hereof Section 7.2 of the Loan Agreement for the purposes of its Subsidiary Guaranteethis Guaranty, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed therebyBonds, and (b) in the event of any acceleration of such Obligations the Bonds as provided in Article Six hereofSection 7.2 of the Loan Agreement, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable jointly and severally by each Subsidiary the Guarantor for the purpose of its Subsidiary Guarantee.this Guaranty. Each Guarantor agrees to make immediate payment to the Trustee of all Guaranteed Obligations owing or payable to Trustee upon receipt of a demand for payment therefor by the Trustee to the Guarantor in writing
Appears in 1 contract
Unconditional Guarantee. (a) In consideration Subject to the provisions of the promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledgedthis Article Ten, each of the Subsidiary Guarantors Guarantor, if any, hereby, jointly and severally, unconditionally and irrevocably and unconditionally guarantees and agrees to be liable guarantees, on a senior basis (such guarantee to be referred to herein as a "Guarantee") 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 obligations of the Company or any other Subsidiary Guarantor under this Indenture to the Holders or the NotesTrustee hereunder or thereunder, that: (a) the Accreted Value or principal of, premium, if any, of and interest on the Notes (and any Additional Interest payable thereon) shall be duly and punctually paid in full when due, whether at maturity, upon redemption (whether upon a Change at the option of Control or Holders pursuant to a Net Proceeds Offer or otherwise)the provisions of the Notes relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes and all other Obligations obligations of the Company or the Subsidiary Guarantors to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.7 hereof), 7.07) and all other obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations of the Companyobligations, the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at maturity, upon redemption, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other Obligation obligation of the Company to the Holders or the Trustee under this Indenture or under the Notes, for whatever reason, each Subsidiary Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under each such Subsidiary this Guarantee, and shall entitle the Holders or Trustee of Notes to accelerate the Obligations obligations of the Subsidiary Guarantors under the Subsidiary Guarantees hereunder in the same manner and to the same extent as the Obligations obligations of the Company hereunder or under the Notes.
(b) Company. Each of the Subsidiary Guarantors hereby agrees that its Obligations under its Subsidiary Guarantee obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this IndentureIn- denture, 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, any release of any other Subsidiary Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Subsidiary Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each of the Subsidiary Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee shall not be discharged except by complete performance of the Obligations obligations contained in the Notes, this Indenture and its Subsidiary this Guarantee. Each Subsidiary This Guarantee shall be is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Subsidiary Guarantor, any amount paid by the Company or such Subsidiary Guarantor to the Trustee or such Holder, the Subsidiary this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor shall further agree agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article TenEleven, the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article Six hereof for the purposes of its Subsidiary this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed therebyhereby, and (b) in the event of any acceleration of such Obligations obligations as provided in Article Six hereofSix, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable jointly and severally by each Subsidiary Guarantor the Guarantors for the purpose of this Guarantee. No stockholder, officer, director, employee or incorporator, past, present or future, or any Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its Subsidiary Guaranteestatus as such stockholder, officer, director, employee or incorporator.
Appears in 1 contract
Unconditional Guarantee. (a) In consideration Subject to the provisions of the promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledgedthis Article Thirteen, each of the Subsidiary Guarantors hereby, Guarantor hereby jointly and severally, severally unconditionally and irrevocably and unconditionally guarantees and agrees (such guarantee to be liable on referred to herein as a senior basis “Guarantee”) to each Holder of a Note Security 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 Securities or the Obligations obligations of the Company or any other Subsidiary Guarantor under this Indenture Guarantors to the Holders or the NotesTrustee hereunder or thereunder, that: (a) the principal of, premium, if any, of and interest on the Notes Securities (and any Additional Interest Amounts payable thereon) and any other amounts owing in respect of the Securities shall be duly and punctually paid in full when due, whether at maturity, upon redemption (whether upon a Change of Control or prepayment pursuant to a Net Proceeds Offer or otherwise)the provisions of Article Eleven hereof and the Securities relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interestinterest and Additional Amounts, if any, on the Notes Securities and all other Obligations obligations of the Company or the Subsidiary Guarantors to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.7 6.07 hereof), ) and all other Indenture Obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes Securities or any of such other Obligations of the CompanyIndenture Obligations, the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at maturity, upon redemption, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other Obligation obligation of the Company to the Holders or the Trustee under this Indenture or under the NotesHolders, for whatever reason, each Subsidiary Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes Securities shall constitute an event of default under each such Subsidiary this Guarantee, and shall entitle the Holders or Trustee of Securities to accelerate the Obligations obligations of the Subsidiary Guarantors under the Subsidiary Guarantees hereunder in the same manner and to the same extent as the Obligations obligations of the Company hereunder or under the Notes.
(b) Company. Each of the Subsidiary Guarantors hereby agrees that its Obligations under its Subsidiary Guarantee obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities 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, any release of any other Subsidiary Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Subsidiary Guarantee is affixed to any particular NoteSecurity, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each of the Subsidiary Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee shall not be discharged except by complete performance of the Obligations obligations contained in the NotesSecurities, this Indenture and its Subsidiary this Guarantee. Each Subsidiary This Guarantee shall be is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Subsidiary Guarantor, any amount paid by the Company or such Subsidiary Guarantor to the Trustee or such Holder, the Subsidiary this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor shall further agree agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (a) subject to this Article TenThirteen, the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article Six Five hereof for the purposes of its Subsidiary this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed therebyhereby, and (b) in the event of any acceleration of such Obligations obligations as provided in Article Six Five hereof, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable jointly and severally by each Subsidiary Guarantor the Guarantors for the purpose of this Guarantee. This Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the 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 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 Securities are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Securities, 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 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. The Guarantors hereby agree that the obligations of each Guarantor hereunder at any time shall be limited to the maximum amount as will result in the obligations of such Guarantor hereunder not constituting a fraudulent transfer or conveyance. No stockholder, officer, director, employee or incorporator, past, present or future, or any Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its Subsidiary status as such stockholder, officer, director, employee or incorporator. 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 this Guarantee.
(b) To further evidence the Guarantee set forth in Section 13.01(a), each Guarantor hereby agrees that a notation of such Guarantee, substantially in the form included in Section 2.07, shall be endorsed on each Security authenticated and delivered by the Trustee and such Guarantee shall be executed by either manual or facsimile signature of a legal representative of each Guarantor. The validity and enforceability of any Guarantee shall not be affected by the fact that it is not affixed to any particular Security. Each Guarantor hereby agrees that its Guarantee set forth in Section 13.01(a) shall remain in full force and effect notwithstanding any failure to endorse on each Security an notation of such Guarantee. If a legal representative of a Guarantor whose signature is on this Indenture or a notation of Guarantee ceases to be a legal representative of such Guarantor at the time the Trustee authenticates the Security on which such Guarantee is endorsed or at any time thereafter, such Guarantor’s Guarantee of such Security shall be valid nevertheless. The delivery of any Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of any Guarantee set forth in this Indenture on behalf of the Guarantor.
Appears in 1 contract
Unconditional Guarantee. (a) In consideration of the promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is Fibria hereby acknowledged, each of the Subsidiary Guarantors hereby, jointly and severally, irrevocably and unconditionally guarantees and agrees to be liable on a senior basis to each Holder of a Note Security authenticated and delivered by the Trustee Trustee, and to the Trustee on behalf of such Holder, the full and its successors and assigns, irrespective punctual payment of the validity principal of (and enforceability of this Indenture, the Notes or the Obligations of the Company or any other Subsidiary Guarantor under this Indenture or the Notes, that: (a) the principal of, premium, if any, on) and interest on such Security when and as the Notes (same shall become due and any Additional Interest payable thereon) shall be duly and punctually paid in full when duepayable, whether at maturityStated Maturity, upon declaration of acceleration, redemption (whether upon a Change of Control or pursuant to a Net Proceeds Offer or otherwise), by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes and all other Obligations of the Company or the Subsidiary Guarantors to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.7 hereof), shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations of the Company, the same shall be promptly paid in full when due or performed in accordance with the terms of extension such Security and of this Indenture and all amounts payable by the Company under the Indenture (the “Guarantee”). In case of the failure of the Company punctually to make any such payment, Fibria hereby agrees to pay or renewalcause such payment to be made punctually when and as the same shall become due and payable, whether at maturityStated Maturity, upon redemption, by declaration of acceleration or redemption or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other Obligation of the Company to the Holders or the Trustee under this Indenture or under the Notes, for whatever reason, each Subsidiary Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under each such Subsidiary Guarantee, and shall entitle as if such payment were made by the Holders or Trustee to accelerate the Obligations of the Subsidiary Guarantors under the Subsidiary Guarantees in the same manner and to the same extent as the Obligations of the Company hereunder or under the Notes.
(b) Each of the Subsidiary Guarantors hereby Company. Fibria agrees that its Obligations under its Subsidiary Guarantee obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities or this Indenture, the absence of any action to enforce the same, any exchange, or any release or amendment or waiver of any term of the Guarantee of all or any of the Securities, or any consent to departure from any requirement of the Guarantee of all or any of the Securities, the election by the Trustee or any of the Holders in any proceeding under any applicable Bankruptcy Law, the disallowance, under any applicable Bankruptcy Law, of all or any portion of the claims of the Trustee or any of the Holders for payment of any of the Securities (including any interest or Additional Amounts), any waiver or consent by any the Holder of any Security or by the Notes Trustee with respect to any provisions thereof, any release thereof or of any other Subsidiary Guarantorthis Indenture or with respect to the provisions of this Article XII as they apply to Fibria, the recovery obtaining of any judgment against the Company, Company or any action to enforce the same, whether or not a Subsidiary Guarantee is affixed to any particular Note, same or any other circumstance circumstances which might otherwise constitute a legal or equitable discharge or defense of a guarantorFibria. Each of the Subsidiary Guarantors Fibria hereby waives the benefit benefits of diligence, presentment, demand of payment, any requirement that the Trustee or any of the Holders protect, secure, perfect or insure any security interest in or other Lien on any property subject thereto or exhaust any right or take any action against the Company or any other Person, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, protest or notice with respect to any Security or the Debt evidenced thereby and all demands whatsoever whatsoever, and covenants that its Subsidiary the Guarantee shall not be discharged in respect of any Security except by complete performance of the Obligations obligations contained in that Security and in the Notes, this Indenture and its Subsidiary Guarantee. Each Subsidiary Guarantee shall Fibria hereby agrees that, in the event of a Default in payment of principal (or premium, if any) or interest on any Security, whether at Stated Maturity, upon declaration of acceleration, redemption or otherwise, legal proceedings may be a guarantee of payment and not of collection. If any Holder or instituted by the Trustee is required by any court on behalf of, or otherwise to return by, the Holder of that Security, subject to the Company terms and conditions set forth in this Indenture, directly against Fibria to enforce the Guarantee without first proceeding against the Company. Fibria agrees if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Stated Maturity of the Securities, to collect interest on the Securities, or to enforce or exercise any Subsidiary Guarantor, other right or any custodian, trustee, liquidator or other similar official acting in relation remedy with respect to the Company or such Subsidiary GuarantorSecurities, any amount paid by the Company or such Subsidiary Guarantor to pay to the Trustee or such Holderfor the account of the Holders, upon demand thereof, the Subsidiary Guaranteeamount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. Fibria hereby waives any benefits to which it is entitled under Articles 333, to 827, 828, 834, 835, 838 and 839 of the extent theretofore dischargedBrazilian Civil Code, and Article 595 of the Brazilian Code of Civil Procedure. The Guarantee shall be reinstated remain in full force and effect. Each Subsidiary Guarantor shall further agree thateffect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the 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 Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as between itthe case may be, if at any time payment and performance of the Securities is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by an obligee on the one handSecurities whether as a “voidable preference,” “fraudulent transfer,” or otherwise, all as though such payment or performance has not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Securities shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, restored or returned. Rights of Holders to payment in full under the Securities pursuant to the Guarantee shall be equal in right of payment with all other existing and future senior unsecured obligations of Fibria, subject to certain statutory preferences under applicable law, and the Holders and the Trustee, on the other hand, (a) subject senior in right of payment to this Article Ten, the maturity of the Obligations guaranteed may be accelerated as provided in Article Six hereof for the purposes of its Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed thereby, and (b) in the event of any acceleration of such Obligations as provided in Article Six hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable jointly and severally by each Subsidiary Guarantor for the purpose of its Subsidiary GuaranteeFibria’s subordinated debt.
Appears in 1 contract
Sources: Indenture (Fibria Celulose S.A.)
Unconditional Guarantee. (a) In consideration Subject to the provisions of the promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledgedthis Article Ten, each Guarantor, if any, upon the execution and delivery of the Subsidiary Guarantors a Guarantee pursuant to Section 4.14, shall hereby, jointly and severally, unconditionally and irrevocably and unconditionally guarantees and agrees guarantee (such guarantee to be liable on a senior basis referred to herein as the "GUARANTEE") to each Holder of a Note Security 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 Securities or the Obligations obligations of the Company Issuer or any other Subsidiary Guarantor under this Indenture Guarantors to the Holders or the NotesTrustee hereunder or thereunder, that: (a) the principal Accreted Value of, premium, if any, and interest interest, if any, on the Notes (and any Additional Interest payable thereon) Securities shall be duly and punctually paid in full when due, whether at maturity, upon redemption (whether upon a Change at the option of Control or Holders pursuant to a Net Proceeds Offer or otherwise)the provisions of the Securities relating thereto, by acceleration or otherwise, and interest on the overdue principal Accreted Value and (to the extent permitted by law) interest, if any, on the Notes Securities and all other Obligations obligations of the Company Issuer or the Subsidiary Guarantors to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.7 hereof), ) and all other obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes Securities or any of such other Obligations of the Companyobligations, the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at maturity, upon redemption, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other Obligation obligation of the Company Issuer to the Holders or the Trustee under this Indenture or under the NotesSecurities, for whatever reason, each Subsidiary such Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes Securities shall constitute an event of default under each such Subsidiary Guaranteethe Guarantees, and shall entitle the Holders or Trustee of Securities to accelerate the Obligations obligations of the Subsidiary Guarantors under the Subsidiary Guarantees hereunder in the same manner and to the same extent as the Obligations obligations of the Company hereunder or under Issuer. Each Guarantor, if any, upon the Notes.
(b) Each execution and delivery of the Subsidiary Guarantors a Guarantee pursuant to Section 4.14, shall hereby agrees agree that its Obligations under its Subsidiary Guarantee obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities with respect to any provisions hereof or thereof, any release of any other Subsidiary Guarantor, if any, the recovery of any judgment against the CompanyIssuer, any action to enforce the same, whether or not a Subsidiary Guarantee is affixed to any particular NoteSecurity, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor, if any, upon the execution and delivery of the Subsidiary Guarantors a Guarantee pursuant to Section 4.14, shall hereby waives -103- waive the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee shall not be discharged except by complete performance of the Obligations obligations contained in the NotesSecurities, this Indenture and its Subsidiary Guaranteethe Guarantees. Each Subsidiary Guarantee shall be is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company Issuer or to any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company such Issuer or such Subsidiary Guarantor, any amount paid by the Company such Issuer or such Subsidiary Guarantor to the Trustee or such Holder, the Subsidiary each Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor Guarantor, if any, upon the execution and delivery of a Guarantee pursuant to Section 4.14, shall hereby further agree that, as between it, on the one hand, and the Holders of Securities and the Trustee, on the other hand, (a) subject to this Article Ten, the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article Six hereof for the purposes of its Subsidiary Guaranteethe Guarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed therebyhereby, and (b) in the event of any acceleration of such Obligations obligations as provided in Article Six hereof, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable jointly and severally by each Subsidiary Guarantor the Guarantors for the purpose of the Guarantees. No Affiliate, stockholder, officer, director, limited liability company member or employee, past, present or future, of any Guarantor, as such, shall have any personal liability under such Guarantor's Guarantee by reason of his, her or its Subsidiary Guaranteestatus as such Affiliate, stockholder, officer, director, limited liability company member or employee.
Appears in 1 contract
Sources: Indenture (Salt Holdings Corp)
Unconditional Guarantee. (a) In consideration Subject to the provisions of the promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledgedthis Article Ten, each of the Subsidiary Guarantors Guarantors, shall hereby, jointly and severally, unconditionally and irrevocably and unconditionally guarantees and agrees to be liable guarantee, on a senior basis (such guarantees to be referred to herein as the “Guarantees”) to each Holder of a Note Security 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 Securities or the Obligations obligations of the Company Issuers or any other Subsidiary Guarantor under this Indenture Guarantors to the Holders or the NotesTrustee hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Notes (and any Additional Interest payable thereon) Securities shall be duly and punctually paid in full when due, whether at maturity, upon redemption (whether upon a Change at the option of Control or Holders pursuant to a Net Proceeds Offer or otherwise)the provisions of the Securities relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes Securities and all other Obligations obligations of the Company Issuers or the Subsidiary Guarantors to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.7 hereof), ) and all other obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes Securities or any of such other Obligations of the Companyobligations, the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at maturity, upon redemption, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other Obligation obligation of the Company Issuers to the Holders or the Trustee under this Indenture or under the NotesSecurities, for whatever reason, each Subsidiary Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes Securities shall constitute an event of default under each such Subsidiary Guaranteethe Guarantees, and shall entitle the Holders or Trustee of Securities to accelerate the Obligations obligations of the Subsidiary Guarantors under the Subsidiary Guarantees hereunder in the same manner and to the same extent as the Obligations obligations of the Company hereunder or under the Notes.
(b) Issuers. Each of the Subsidiary Guarantors Guarantors, shall hereby agrees agree that its Obligations under its Subsidiary Guarantee obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities with respect to any provisions hereof or thereof, any release of any other Subsidiary Guarantor, the recovery of any judgment against the CompanyIssuers, any action to enforce the same, whether or not a Subsidiary Guarantee is affixed to any particular NoteSecurity, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each of the Subsidiary Guarantors Guarantors, shall hereby waives waive the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuers, any right to require a proceeding first against the CompanyIssuers, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee shall not be discharged except by complete performance of the Obligations obligations contained in the NotesSecurities, this Indenture and its Subsidiary Guaranteethe Guarantees. Each Subsidiary Guarantee shall be is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company Issuers or to any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company such Issuers or such Subsidiary Guarantor, any amount paid by the Company such Issuers or such Subsidiary Guarantor to the Trustee or such Holder, the Subsidiary each Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor Guarantor, shall hereby further agree that, as between it, on the one hand, and the Holders of Securities and the Trustee, on the other hand, (a) subject to this Article Ten, the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article Six hereof for the purposes of its Subsidiary Guaranteethe Guarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed therebyhereby, and (b) in the event of any acceleration of such Obligations obligations as provided in Article Six hereof, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable jointly and severally by each Subsidiary Guarantor the Guarantors for the purpose of the Guarantees. No Affiliate, stockholder, officer, director, limited liability company member or employee, past, present or future, of any Guarantor, as such, shall have any personal liability under such Guarantor’s Guarantee by reason of his, her or its Subsidiary Guaranteestatus as such Affiliate, stockholder, officer, director, limited liability company member or employee.
Appears in 1 contract
Sources: Indenture (Quality Distribution Inc)
Unconditional Guarantee. (a) In consideration Subject to the provisions of the promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledgedthis Article Eleven, each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally and irrevocably and unconditionally guarantees and agrees to be liable guarantees, on a senior subordinated basis to each Holder of a Note Security 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 Securities or the Obligations obligations of the Company Casella or any other Subsidiary Guarantor under this Indenture Guarantors to the Holders or the Notes, thatTrustee hereunder or thereunder: (a) (x) the due and punctual payment of the principal of, premium, if any, and interest on the Notes (Securities when and any Additional Interest payable thereon) as the same shall be duly become due and punctually paid in full when duepayable, whether at maturity, upon redemption (whether upon a Change of Control or pursuant to a Net Proceeds Offer or otherwise)repurchase, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes Securities of any series and (z) the due and punctual payment and performance of all other obligations of Casella and all other Obligations obligations of the Company or other Guarantors (including under the Subsidiary Guarantors Guarantees), in each case, to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.7 7.07 hereof), shall be promptly paid in full or performed, all in accordance with the terms hereof and thereofthereof (collectively, the “Guarantee Obligations”); and (b) in case of any extension of time of payment or renewal of Securities of any Notes series or any of such other Obligations of the Companyobligations, the same shall be promptly paid in full when due or performed and punctual payment and performance of Guarantee Obligations in accordance with the terms of the extension or renewal, whether at maturity, upon redemptionredemption or repurchase, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other Obligation obligation of the Company Casella to the Holders or the Trustee under this Indenture or under the NotesSecurities of any series, for whatever reason, each Subsidiary Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes Securities of any series shall constitute an event of default under each such the related Subsidiary GuaranteeGuarantees, and shall entitle the Holders or Trustee of Securities of such series to accelerate the Obligations obligations of the Subsidiary Guarantors under the Subsidiary Guarantees thereunder in the same manner and to the same extent as the Obligations obligations of the Company hereunder or under the Notes.
(b) Casella. Each of the Subsidiary Guarantors hereby agrees that its Obligations under its Subsidiary Guarantee obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities with respect to any provisions hereof or thereof, any release of any other Subsidiary Guarantor, the recovery of any judgment against the CompanyCasella, any action to enforce the same, whether or not a Subsidiary Guarantee is affixed to any particular NoteSecurity, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each of the Subsidiary Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyCasella, any right to require a proceeding first against the CompanyCasella, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee shall not be discharged except by complete performance of the Obligations obligations contained in the NotesSecurities of each series, this Indenture and its this Subsidiary Guarantee. Each This Subsidiary Guarantee shall be is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company Casella or to any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company Casella or such Subsidiary Guarantor, any amount paid by the Company Casella or such Subsidiary Guarantor to the Trustee or such Holder, the this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor shall further agree agrees that, as between it, on the one hand, and the Holders of Securities and the Trustee, on the other hand, (a) subject to this Article TenEleven, the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article Six hereof for the purposes of its this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed therebyhereby, and (b) in the event of any acceleration of such Obligations obligations as provided in Article Six hereof, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable jointly and severally by each Subsidiary Guarantor the Guarantors for the purpose of its this Subsidiary Guarantee.
Appears in 1 contract
Sources: Subordinated Indenture (Total Waste Management Corp.)
Unconditional Guarantee. (a) In consideration of the promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Each of the Subsidiary Guarantors hereby, hereby unconditionally jointly and severally, irrevocably and unconditionally severally guarantees and agrees (such guarantee to be liable on a senior basis referred to herein as the "Subsidiary Guarantee") 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 Company or any other Subsidiary Guarantor under this Indenture or the Notes, that: (ai) the principal ofof and interest on the Notes will be promptly paid in full when due, premiumsubject to any applicable grace period, whether at maturity, by acceleration or otherwise and interest on the overdue principal, if any, and interest on the Notes (and any Additional Interest payable thereon) shall be duly and punctually paid in full when dueinterest, whether at maturity, upon redemption (whether upon a Change of Control or pursuant to a Net Proceeds Offer or otherwise), by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interestlawful, if any, on of the Notes and all other Obligations obligations of the Company or the Subsidiary Guarantors to the Holders or the Trustee hereunder under the Indenture or thereunder (including amounts due the Trustee under Section 7.7 hereof), shall Notes will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (bii) in case of any extension of time of payment or renewal of any Notes or of any of such other Obligations of the Companyobligations, 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, upon redemption, by acceleration or otherwise. Failing payment when due of any amount so guaranteedEach Subsidiary Guarantor further agrees that, or failing performance of any as between such Subsidiary Guarantor on one hand, and the Holders and the Trustee on the other Obligation hand, (x) the maturity of the Company to obligations guaranteed hereby may be accelerated as provided in Article Six for the Holders or the Trustee under this Indenture or under the Notes, for whatever reason, each Subsidiary Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under each such Subsidiary Guarantee, and shall entitle the Holders or Trustee to accelerate the Obligations purposes of the Subsidiary Guarantors under Guaranty, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article Six, such obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of the Subsidiary Guarantees in the same manner and to the same extent as the Obligations of the Company hereunder or under the Notes.
(b) Guaranty. Each of the Subsidiary Guarantors hereby agrees that its Obligations under its Subsidiary Guarantee 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, any release of any other Subsidiary Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Subsidiary Guarantee is affixed to any particular Note, same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each of the Subsidiary Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its the Subsidiary Guarantee shall will not be discharged except by complete performance of the Obligations obligations contained in the Notes, this Indenture and its in the Subsidiary Guarantee. Each Subsidiary Guarantee shall be a guarantee of payment and not of collection. If any Holder Noteholder or the Trustee is required by any court or otherwise to return to the Company or to Company, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such any Subsidiary Guarantor, any amount paid by the Company or such Subsidiary Guarantor to the Trustee or such HolderNoteholder, the Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each of the Subsidiary Guarantor shall further agree Guarantors hereby agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (a) subject to this Article Ten, the maturity of the Obligations guaranteed may be accelerated as provided in Article Six hereof for the purposes of its Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed thereby, and (b) in the event of any acceleration default in the payment of principal (or premium, if any) or interest on such Notes, whether at their Stated Maturity, by acceleration, called for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Obligations as provided Notes, subject to the terms and conditions set forth in Article Six hereofthis Indenture, such Obligations (whether or not due and payable) shall forthwith become due and payable jointly and severally by directly against each of the Subsidiary Guarantor for Guarantors to enforce the purpose of its Subsidiary Guarantee.Guarantee without first proceeding against
Appears in 1 contract
Sources: Indenture (Terex Corp)
Unconditional Guarantee. (a) In consideration of the promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is Each Subsidiary Guarantor hereby acknowledged, each of the Subsidiary Guarantors herebyunconditionally, jointly and severally, irrevocably and unconditionally guarantees and agrees (such guarantee to be liable on a senior basis re- 106 -97- ferred to herein as the "Guarantee"), subject to Article Twelve, to each Holder of a Note Security 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 Securities or the Obligations obligations of the Company hereunder or any other Subsidiary Guarantor under this Indenture or the Notesthereunder, that: (ai) the principal ofof and interest on the Securities will be promptly paid in full when due, premiumsubject to any applicable grace period, whether at maturity, by acceleration or otherwise and interest on the overdue principal, if any, and interest on the Notes (and any Additional Interest payable thereon) shall be duly and punctually paid in full when dueinterest, whether at maturity, upon redemption (whether upon a Change of Control or pursuant to a Net Proceeds Offer or otherwise), by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interestlawful, if any, on of the Notes Securities and all other Obligations obligations of the Company or the Subsidiary Guarantors to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.7 hereof), shall will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (bii) in case of any extension of time of payment or renewal of any Notes Securities or of any of such other Obligations of the Companyobligations, 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, upon redemption, by acceleration or otherwise. Failing payment when due , subject, however, in the case of any amount so guaranteedclauses (i) and (ii) above, or failing performance of any other Obligation of the Company to the Holders or the Trustee under this Indenture or under the Notes, for whatever reason, each limitations set forth in Section 11.05. Each Subsidiary Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under each such Subsidiary Guarantee, and shall entitle the Holders or Trustee to accelerate the Obligations of the Subsidiary Guarantors under the Subsidiary Guarantees in the same manner and to the same extent as the Obligations of the Company hereunder or under the Notes.
(b) Each of the Subsidiary Guarantors hereby agrees that its Obligations under its Subsidiary Guarantee obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities with respect to any provisions hereof or thereof, any release of any other Subsidiary Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Subsidiary Guarantee is affixed to any particular Note, same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each of the Subsidiary Guarantors Guarantor hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Subsidiary this Guarantee shall will not be discharged except by complete performance of the Obligations obligations contained in the NotesSecurities, this Indenture and its Subsidiary in this Guarantee. Each Subsidiary Guarantee shall be a guarantee of payment and not of collection. If any Holder Securityholder or the Trustee is required by any court or otherwise to return to the Company or to Company, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such any Subsidiary Guarantor, any amount paid by the Company or such any Subsidiary Guarantor to the Trustee or such HolderSecurityholder, the Subsidiary this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor shall further agree agrees that, as between iteach Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (ax) subject to this Article Ten, the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article Six hereof Seven for the purposes of its Subsidiary this Guarantee, notwithstanding any 107 -98- stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed therebyhereby, and (by) in the event of any acceleration of such Obligations obligations as provided in Article Six hereofSeven, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable jointly and severally by each Subsidiary Guarantor for the purpose of its Subsidiary this Guarantee.
Appears in 1 contract
Unconditional Guarantee. (a) In consideration Subject to the provisions of the promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledgedthis Article Eleven, each of the Subsidiary Guarantors Guarantor, if any, hereby, jointly and severally, unconditionally and irrevocably and unconditionally guarantees and agrees to be liable guarantees, on a senior basis basis, except as provided in the Intercreditor Agreement (such guarantee to be referred to herein as a "GUARANTEE") 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 Notes, the Security Documents or the Obligations obligations of the Company Issuer or any other Subsidiary Guarantor under this Indenture to the Holders or the NotesTrustee hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Notes (and any Additional Interest payable thereon) shall be duly and punctually paid in full when due, whether at maturitythe Maturity Date, upon redemption (whether upon a Change repurchase at the option of Control or Holders pursuant to a Net Proceeds Offer or otherwise)any provisions of the Notes relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes and all other Obligations obligations of the Company Issuer or the Subsidiary Guarantors to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.7 7.07 hereof), ) and all other obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations of the Companyobligations, the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at maturity, upon redemption, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other Obligation obligation of the Company Issuer to the Holders or the Trustee under this Indenture or under the Notes, for whatever reason, each Subsidiary Guarantor shall be obligated jointly or severally to pay, pay or to perform perform, or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under each such Subsidiary Guarantee, and shall entitle the Holders or Trustee of Notes to accelerate the Obligations obligations of the Subsidiary Guarantors under the Subsidiary Guarantees hereunder in the same manner and to the same extent as the Obligations obligations of the Company hereunder or under the Notes.
(b) Issuer. Each of the Subsidiary Guarantors hereby agrees that its Obligations under its Subsidiary Guarantee obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Notes, the Security Documents 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, any release of any other Subsidiary Guarantor, the recovery of any judgment against the CompanyIssuer, any action to enforce the same, whether or not a Subsidiary Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each of the Subsidiary Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, 62 protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee shall not be discharged except by complete performance of the Obligations obligations contained in the Notes, this Indenture and its Subsidiary this Guarantee. Each Subsidiary This Guarantee shall be is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company Issuer or to any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company Issuer or such Subsidiary Guarantor, any amount paid by the Company Issuer or such Subsidiary Guarantor to the Trustee or such Holder, the Subsidiary this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor shall further agree agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article TenEleven, the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article Six hereof for the purposes of its Subsidiary this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed therebyhereby, and (b) in the event of any acceleration of such Obligations obligations as provided in Article Six hereof, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable jointly and severally by each the Subsidiary Guarantor Guarantors for the purpose of this Guarantee. No stockholder, officer, director, employee or incorporator, past, present or future, or any Subsidiary Guarantor, as such, shall have any personal liability under this Guarantee solely by reason of his, her or its status as such stockholder, officer, director, employee or incorporator. Each Subsidiary GuaranteeGuarantor that makes a payment or distribution under its Guarantee shall be entitled to a contribution from each other Subsidiary Guarantor in a prorata amount based on the net assets of such Subsidiary Guarantor, determined in accordance with GAAP.
Appears in 1 contract
Sources: Indenture (Abraxas Petroleum Corp)
Unconditional Guarantee. (a) In consideration Subject to the provisions of the promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledgedthis Article Eleven, each of the Subsidiary Guarantors Guarantors, upon the execution and delivery of a Guarantee pursuant to Section 4.15 or 4.20, shall hereby, jointly and severally, unconditionally and irrevocably and unconditionally guarantees and agrees to be liable guarantee, on a senior secured basis (such guarantees to be referred to herein as the “Guarantees”) to each Holder of a Note Security 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 Securities or the Obligations obligations of the Company Issuer or any other Subsidiary Guarantor under this Indenture Guarantors to the Holders or the NotesTrustee hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Notes (and any Additional Interest payable thereon) Securities shall be duly and punctually paid in full when due, whether at maturity, upon redemption (whether upon a Change at the option of Control or Holders pursuant to a Net Proceeds Offer or otherwise)the provisions of the Securities relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes Securities and all other Obligations obligations of the Company Issuer or the Subsidiary Guarantors to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.7 hereof), ) and all other obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes Securities or any of such other Obligations of the Companyobligations, the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at maturity, upon redemption, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other Obligation obligation of the Company Issuer to the Holders or the Trustee under this Indenture or under the NotesSecurities, for whatever reason, each Subsidiary Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes Securities shall constitute an event of default under each such Subsidiary Guaranteethe Guarantees, and shall entitle the Holders or Trustee of Securities to accelerate the Obligations obligations of the Subsidiary Guarantors under the Subsidiary Guarantees hereunder in the same manner and to the same extent as the Obligations obligations of the Company hereunder or under the Notes.
(b) Issuer. Each of the Subsidiary Guarantors Guarantors, upon the execution and delivery of a Guarantee pursuant to Section 4.15 or 4.20, shall hereby agrees agree that its Obligations under its Subsidiary Guarantee obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities with respect to any provisions hereof or thereof, any release of any other Subsidiary Guarantor, the recovery of any judgment against the CompanyIssuer, any action to enforce the same, whether or not a Subsidiary Guarantee is affixed to any particular NoteSecurity, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each of the Subsidiary Guarantors Guarantors, upon the execution and delivery of a Guarantee pursuant to Section 4.15 or 4.20, shall hereby waives waive the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee shall not be discharged except by complete performance of the Obligations obligations contained in the NotesSecurities, this Indenture and its Subsidiary Guaranteethe Guarantees. Each Subsidiary Guarantee shall be is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company Issuer or to any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company such Issuer or such Subsidiary Guarantor, any amount paid by the Company such Issuer or such Subsidiary Guarantor to the Trustee or such Holder, the Subsidiary each Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor Guarantor, upon the execution and delivery of a Guarantee pursuant to Section 4.15 or 4.20, shall hereby further agree that, as between it, on the one hand, and the Holders of Securities and the Trustee, on the other hand, (a) subject to this Article TenEleven, the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article Six hereof for the purposes of its Subsidiary Guaranteethe Guarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed therebyhereby, and (b) in the event of any acceleration of such Obligations obligations as provided in Article Six hereof, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable jointly and severally by each Subsidiary Guarantor the Guarantors for the purpose of the Guarantees. No Affiliate, stockholder, officer, director, limited liability company member or employee, past, present or future, of any Guarantor, as such, shall have any personal liability under such Guarantor’s Guarantee by reason of his, her or its Subsidiary Guaranteestatus as such Affiliate, stockholder, officer, director, limited liability company member or employee.
Appears in 1 contract
Sources: Indenture (Clean Harbors Inc)
Unconditional Guarantee. (a) In consideration of the promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Each of the Subsidiary Guarantors hereby, hereby unconditionally jointly and severally, irrevocably and unconditionally severally guarantees and agrees (such guarantee to be liable on a senior basis referred to herein as the "Subsidiary Guarantee") 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 obligations of the Company hereunder or any other Subsidiary Guarantor under this Indenture or the Notesthereunder, that: (ai) the principal ofof and interest on the Notes will be promptly paid in full when due, premiumsubject to any applicable grace period, whether at maturity, by acceleration or otherwise and interest on the overdue principal, if any, and interest on the Notes (and any Additional Interest payable thereon) shall be duly and punctually paid in full when dueinterest, whether at maturity, upon redemption (whether upon a Change of Control or pursuant to a Net Proceeds Offer or otherwise), by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interestlawful, if any, on of the Notes and all other Obligations obligations of the Company or the Subsidiary Guarantors to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.7 hereof), shall will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (bii) in case of any extension of time of payment or renewal of any Notes or of any of such other Obligations of the Companyobligations, 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, upon redemption, by acceleration or otherwise. Failing payment when due of any amount so guaranteedEach Subsidiary Guarantor further agrees that, or failing performance of any as between such Subsidiary Guarantor on one hand, and the Holders and the Trustee on the other Obligation hand, (x) the maturity of the Company to obligations guaranteed hereby may be accelerated as provided in Article Six for the Holders or the Trustee under this Indenture or under the Notes, for whatever reason, each Subsidiary Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under each such Subsidiary Guarantee, and shall entitle the Holders or Trustee to accelerate the Obligations purposes of the Subsidiary Guarantors under Guaranty, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article Six, such obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of the Subsidiary Guarantees in the same manner and to the same extent as the Obligations of the Company hereunder or under the Notes.
(b) Guaranty. Each of the Subsidiary Guarantors hereby agrees that its Obligations under its Subsidiary Guarantee 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, any release of any other Subsidiary Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Subsidiary Guarantee is affixed to any particular Note, same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each of the Subsidiary Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its the Subsidiary Guarantee shall will not be discharged except by complete performance of the Obligations obligations contained in the NotesSecurities, this Indenture and its in the Subsidiary Guarantee. Each Subsidiary Guarantee shall be a guarantee of payment and not of collection. If any Holder Noteholder or the Trustee is required by any court or otherwise to return to the Company or to Company, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such any Subsidiary Guarantor, any amount paid by the Company or such Subsidiary Guarantor to the Trustee or such HolderNoteholder, the Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each of the Subsidiary Guarantors hereby agrees that, in the event of default in the payment of principal (or premium, if any) or interest on such Notes, whether at their Stated Maturity, by acceleration, called for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Notes, subject to the terms and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce the Subsidiary Guarantee without first proceeding against the Company. Each Subsidiary Guarantor shall further agree thatagrees that if, as between itafter the occurrence and during the continuance of an Event of Default, on the one hand, and the Trustee or any Holders and the Trustee, on the other hand, (a) subject are prevented by applicable law from exercising their respective rights to this Article Ten, accelerate the maturity of the Obligations guaranteed may be accelerated as provided in Article Six hereof Notes, to collect interest on the Notes, or to enforce any other right or remedy with respect to the Notes, the Subsidiary Guarantors agree to pay to the Trustee for the purposes of its Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect account of the Obligations guaranteed therebyHolders, and (b) in upon demand therefor, the event of any acceleration of such Obligations as provided in Article Six hereof, such Obligations (whether or not due and payable) shall forthwith become amount that would otherwise have been due and payable jointly had such rights and severally remedies been permitted to be exercised by each Subsidiary Guarantor for the purpose Trustee or any of its Subsidiary Guaranteethe Holders.
Appears in 1 contract
Unconditional Guarantee. (a) In consideration Subject to the provisions of the promises contained herein and other good and valuable considerationthis Article Thirteen, the receipt Guarantor hereby unconditionally and sufficiency of which is hereby acknowledged, each of the Subsidiary Guarantors hereby, jointly and severally, irrevocably and unconditionally guarantees and agrees (such guarantees to be liable on a senior basis referred to herein as "GUARANTEES") to each Holder of a Note Security 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 Securities or the Obligations obligations of the Company or any other Subsidiary Guarantor under this Indenture to the Holders or the NotesTrustee hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Notes (and any Additional Interest payable thereon) Securities shall be duly and punctually paid in full when due, whether at maturity, upon redemption (whether upon a Change at the option of Control or Holders pursuant to a Net Proceeds Offer or otherwise)the provisions of the Securities relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes Securities and all other Obligations obligations of the Company or the Subsidiary Guarantors Guarantor to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.7 hereof), hereunder) and all other obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes Securities or any of such other Obligations of the Companyobligations, the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at maturity, upon redemption, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other Obligation obligation of the Company to the Holders or the Trustee under this Indenture or under the NotesSecurities, for whatever reason, each Subsidiary the Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes Securities shall constitute an event of default under each such Subsidiary this Guarantee, and shall entitle the Holders or Trustee of Securities to accelerate the Obligations obligations of the Subsidiary Guarantors under the Subsidiary Guarantees Guarantor hereunder in the same manner and to the same extent as the Obligations obligations of the Company hereunder or under the Notes.
(b) Each of the Subsidiary Guarantors Company. The Guarantor hereby agrees that its Obligations under its Subsidiary Guarantee obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities with respect to any provisions hereof or thereof, any release of any other Subsidiary Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Subsidiary Guarantee is affixed to any particular NoteSecurity, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each of the Subsidiary Guarantors The Guarantor hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee shall not be discharged except by complete performance of the Obligations obligations contained in the NotesSecurities, this Indenture and its Subsidiary this Guarantee. Each Subsidiary This Guarantee shall be is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to any Subsidiary the Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Subsidiary the Guarantor, any amount paid by the Company or such Subsidiary the Guarantor to the Trustee or such Holder, the Subsidiary this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary The Guarantor shall further agree agrees that, as between it, on the one hand, and the Holders of Securities and the Trustee, on the other hand, (a) subject to this Article TenThirteen, the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article Six Five hereof for the purposes of its Subsidiary this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed therebyhereby, and (b) in the event of any acceleration of such Obligations obligations as provided in Article Six Five hereof, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable jointly and severally by each Subsidiary the Guarantor for the purpose of its Subsidiary this Guarantee.
Appears in 1 contract
Sources: Indenture (Bowater Inc)
Unconditional Guarantee. (a) In consideration Subject to the provisions of the promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledgedthis Article Eleven, each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally and irrevocably and unconditionally guarantees and agrees to be liable guarantees, on a senior subordinated basis (such guarantees to be referred to herein as a "Guarantee") to each Holder of a Note Security authenticated and --------- delivered -117- by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes Securities or the Obligations obligations of the Company or any other Subsidiary Guarantor under this Indenture Guarantors to the Holders or the NotesTrustee hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Notes (and any Additional Interest payable thereon) Securities shall be duly and punctually paid in full when due, whether at maturity, upon redemption (whether upon a Change at the option of Control or Holders pursuant to a Net Proceeds Offer or otherwise)the provisions of the Securities relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes Securities and all other Obligations obligations of the Company or the Subsidiary Guarantors to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.7 7.07 hereof), ) and all other obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes Securities or any of such other Obligations of the Companyobligations, the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at maturity, upon redemption, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other Obligation obligation of the Company to the Holders or the Trustee under this Indenture or under the NotesSecurities, for whatever reason, each Subsidiary Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes Securities shall constitute an event of default under each such Subsidiary this Guarantee, and shall entitle the Holders or Trustee of Securities to accelerate the Obligations obligations of the Subsidiary Guarantors under the Subsidiary Guarantees hereunder in the same manner and to the same extent as the Obligations obligations of the Company hereunder or under the Notes.
(b) Company. Each of the Subsidiary Guarantors hereby agrees that its Obligations under its Subsidiary Guarantee obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities with respect to any provisions hereof or thereof, any release of any other Subsidiary Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Subsidiary Guarantee is affixed to any particular NoteSecurity, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each of the Subsidiary Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee shall not be discharged except by complete performance of the Obligations obligations contained in the NotesSecurities, this Indenture and its Subsidiary this Guarantee. Each Subsidiary This Guarantee shall be is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Subsidiary Guarantor, any amount paid by the Company or such Subsidiary Guarantor to the Trustee or such Holder, the Subsidiary this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor shall further agree agrees that, as between it, on the one hand, and the Holders of Securities and the Trustee, on the other hand, (a) subject to this Article TenEleven, the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article Six hereof for the purposes of its Subsidiary this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed therebyhereby, and (b) in the event of any acceleration of such Obligations obligations as provided in Article Six hereof, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable jointly and severally by each Subsidiary Guarantor the Guarantors for the purpose of this Guarantee. No stockholder, officer, director, employee or incorporator, past, present or future, or any Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its Subsidiary Guaranteestatus as such stockholder, officer, director, employee or incorporator. Each Guarantor that makes a payment or distribution under its Guarantee shall be entitled to a contribution from each other Guarantor, determined in accordance with GAAP.
Appears in 1 contract
Unconditional Guarantee. (a) In consideration Subject to the provisions of the promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledgedthis Article Thirteen, each of the Subsidiary Guarantors hereby, Guarantor hereby jointly and severally, severally unconditionally and irrevocably and unconditionally guarantees and agrees (such guarantee to be liable on referred to herein as a senior basis "Guarantee") to each Holder of a Note Security 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 Securities or the Obligations obligations of the Company or any other Subsidiary Guarantor under this Indenture Guarantors to the Holders or the NotesTrustee hereunder or thereunder, that: (a) the principal of, premium, if any, of and interest on the Notes Securities (and any Additional Interest Amounts payable thereon) and any other amounts owing in respect of the Securities shall be duly and punctually paid in full when due, whether at maturity, upon redemption (whether upon a Change of Control or prepayment pursuant to a Net Proceeds Offer or otherwise)the provisions of Article Eleven hereof and the Securities relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interestinterest and Additional Amounts, if any, on the Notes Securities and all other Obligations obligations of the Company or the Subsidiary Guarantors to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.7 6.07 hereof), ) and all other Indenture Obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes Securities or any of such other Obligations of the CompanyIndenture Obligations, the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at maturity, upon redemption, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other Obligation obligation of the Company to the Holders or the Trustee under this Indenture or under the NotesHolders, for whatever reason, each Subsidiary Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes Securities shall constitute an event of default under each such Subsidiary this Guarantee, and shall entitle the Holders or Trustee of Securities to accelerate the Obligations obligations of the Subsidiary Guarantors under the Subsidiary Guarantees hereunder in the same manner and to the same extent as the Obligations obligations of the Company hereunder or under the Notes.
(b) Company. Each of the Subsidiary Guarantors hereby agrees that its Obligations under its Subsidiary Guarantee obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities 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, any release of any other Subsidiary Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Subsidiary Guarantee is affixed to any particular NoteSecurity, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each of the Subsidiary Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee shall not be discharged except by complete performance of the Obligations obligations contained in the NotesSecurities, this Indenture and its Subsidiary this Guarantee. Each Subsidiary This Guarantee shall be is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Subsidiary Guarantor, any amount paid by the Company or such Subsidiary Guarantor to the Trustee or such Holder, the Subsidiary this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor shall further agree agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (a) subject to this Article TenThirteen, the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article Six Five hereof for the purposes of its Subsidiary this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed therebyhereby, and (b) in the event of any acceleration of such Obligations obligations as provided in Article Six Five hereof, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable jointly and severally by each Subsidiary Guarantor the Guarantors for the purpose of this Guarantee. This Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the 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 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 Securities are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Securities, 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 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. The Guarantors hereby agree that the obligations of each Guarantor hereunder at any time shall be limited to the maximum amount as will result in the obligations of such Guarantor hereunder not constituting a fraudulent transfer or conveyance. No stockholder, officer, director, employee or incorporator, past, present or future, or any Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its Subsidiary status as such stockholder, officer, director, employee or incorporator. 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 this Guarantee. 138
(b) To further evidence the Guarantee set forth in Section 13.01(a), each Guarantor hereby agrees that a notation of such Guarantee, substantially in the form included in Section 2.06, shall be endorsed on each Security authenticated and delivered by the Trustee and such Guarantee shall be executed by either manual or facsimile signature of a legal representative of each Guarantor. The validity and enforceability of any Guarantee shall not be affected by the fact that it is not affixed to any particular Security. Each Guarantor hereby agrees that its Guarantee set forth in Section 13.01(a) shall remain in full force and effect notwithstanding any failure to endorse on each Security an notation of such Guarantee. If a legal representative of a Guarantor whose signature is on this Indenture or a notation of Guarantee ceases to be a legal representative of such Guarantor at the time the Trustee authenticates the Security on which such Guarantee is endorsed or at any time thereafter, such Guarantor's Guarantee of such Security shall be valid nevertheless. The delivery of any Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of any Guarantee set forth in this Indenture on behalf of the Guarantor.
Appears in 1 contract
Unconditional Guarantee. (a) In consideration Subject to the provisions of the promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledgedthis Article Twelve, each of the Subsidiary Guarantors Guarantor, if any, hereby, jointly and severally, unconditionally and irrevocably and unconditionally guarantees and agrees to be liable guarantees, on a senior basis (such guarantee to be referred to herein as a "Guarantee") 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 obligations of the Company or any other Subsidiary Guarantor under this Indenture Guarantors to the Holders or the NotesTrustee hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Notes (and any Additional Interest payable thereon) shall be duly and punctually paid in full when due, whether at maturity, upon redemption (whether upon a Change at the option of Control or Holders pursuant to a Net Proceeds Offer or otherwise)the provisions of the Notes relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes and all other Obligations obligations of the Company or the Subsidiary Guarantors to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.7 7.07 hereof), ) and all other obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations of the Companyobligations, the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at maturity, upon redemption, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other Obligation obligation of the Company to the Holders or the Trustee under this Indenture or under the Notes, for whatever reason, each Subsidiary Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under each such Subsidiary this Guarantee, and shall entitle the Holders or Trustee of Notes to accelerate the Obligations obligations of the Subsidiary Guarantors under the Subsidiary Guarantees hereunder in the same manner and to the same extent as the Obligations obligations of the Company hereunder or under the Notes.
(b) Company. Each of the Subsidiary Guarantors hereby agrees that its Obligations under its Subsidiary Guarantee 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, any release of any other Subsidiary Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Subsidiary Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each of the Subsidiary Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee shall not be discharged except by complete performance of the Obligations obligations contained in the Notes, this Indenture and its Subsidiary this Guarantee. Each Subsidiary This Guarantee shall be is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Subsidiary Guarantor, any amount paid by the Company or such Subsidiary Guarantor to the Trustee or such Holder, the Subsidiary this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor shall further agree agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article TenEleven, the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article Six hereof for the purposes of its Subsidiary this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed therebyhereby, and (b) in the event of any acceleration of such Obligations obligations as provided in Article Six hereof, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable jointly and severally by each the Subsidiary Guarantor Guarantors for the purpose of this Guarantee. No stockholder, officer, director, employee or incorporator, past, present or future, or any Subsidiary Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its status as such stockholder, officer, director, employee or incorporator. Each Subsidiary GuaranteeGuarantor that makes a payment or distribution under its Guarantee shall be entitled to a contribution from each other Subsidiary Guarantor, determined in accordance with GAAP.
Appears in 1 contract
Unconditional Guarantee. (a) In consideration Subject to the provisions of the promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledgedthis Article Ten, each Guarantor, if any, upon the execution and delivery of the Subsidiary Guarantors a Guarantee pursuant to Section 4.16, shall hereby, jointly and severally, unconditionally and irrevocably and unconditionally guarantees and agrees to be liable guarantee, on a senior basis 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 obligations of the Company Issuers or any other Subsidiary Guarantor under this Indenture Guarantors to the Holders or the Notes, thatTrustee hereunder or thereunder: (ai)
(A) the due and punctual payment of the principal of, premium, if any, and interest on the Notes (when and any Additional Interest payable thereon) as the same shall be duly become due and punctually paid in full when duepayable, whether at maturity, upon redemption (whether upon a Change of Control or pursuant to a Net Proceeds Offer or otherwise)repurchase, by acceleration or otherwise, (B) the due and punctual payment of interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes and (C) the due and punctual payment and performance (within applicable grace periods hereunder) of all other Obligations obligations of the Company or Issuers and all other obligations of the Subsidiary other Guarantors (including under the Guarantees), in each case, to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.7 7.07 hereof), shall be promptly paid in full or performed, all in accordance with the terms hereof and thereofthereof (collectively, the "GUARANTEE OBLIGATIONS"); and (bii) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations of the Companyobligations, the same shall be promptly paid in full when due or performed and punctual payment and performance of Guarantee Obligations in accordance with the terms of the extension or renewal, whether at maturity, upon redemptionredemption or repurchase, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other Obligation obligation of the Company Issuers to the Holders or the Trustee under this Indenture or under the Notes, for whatever reason, each Subsidiary Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under each such Subsidiary Guaranteethe Guarantees, and shall entitle the Holders or Trustee of Notes to accelerate the Obligations obligations of the Subsidiary Guarantors under the Subsidiary Guarantees thereunder in the same manner and to the same extent as the Obligations obligations of the Company hereunder or under the NotesIssuers.
(b) Each Guarantor, if any, upon the execution and delivery of the Subsidiary Guarantors a Guarantee pursuant to Section 4.16, shall hereby agrees agree that its Obligations under its Subsidiary Guarantee 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, any release of any other Subsidiary Guarantor, the recovery of any judgment against the CompanyIssuers, any action to enforce the same, whether or not a Subsidiary Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor, if any, upon the execution and delivery of the Subsidiary Guarantors a Guarantee pursuant to Section 4.16, shall hereby waives waive the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Companyeither Issuer, any right to require a proceeding first against the CompanyIssuers, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee Guar- ▇▇▇▇▇ shall not be discharged except by complete performance of the Obligations obligations contained in the Notes, this Indenture and its Subsidiary this Guarantee. Each Subsidiary Guarantee shall be is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company Issuers or to any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company Issuers or such Subsidiary Guarantor, any amount paid by the Company Issuers or such Subsidiary Guarantor to the Trustee or such Holder, the Subsidiary this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor Guarantor, if any, upon the execution and delivery of a Guarantee pursuant to Section 4.16, shall further agree that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (ai) subject to this Article Ten, the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article Six hereof for the purposes of its Subsidiary this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed therebyhereby, and (bii) in the event of any acceleration of such Obligations obligations as provided in Article Six hereof, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable jointly and severally by each Subsidiary Guarantor the Guarantors for the purpose of its Subsidiary this Guarantee.
Appears in 1 contract
Sources: Indenture (Universal City Development Partners LTD)
Unconditional Guarantee. (a) In consideration Subject to the provisions of the promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledgedthis Article Eleven, each of the Subsidiary Guarantors Guarantor, if any, hereby, jointly and severally, unconditionally and irrevocably and unconditionally guarantees and agrees to be liable guarantees, on a senior basis (such guarantee to be referred to herein as a "Guarantee") 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 obligations of the Company Issuers or any other Subsidiary Guarantor under this Indenture Guarantors to the Holders or the NotesTrustee hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Notes (and any Additional Interest payable thereon) shall be duly and punctually paid in full when due, whether at maturity, upon redemption (whether upon a Change at the option of Control or Holders pursuant to a Net Proceeds Offer or otherwise)the provisions of the Notes relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes and all other Obligations obligations of the Company Issuers or the Subsidiary Guarantors to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.7 7.07 hereof), ) and all other obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations of the Companyobligations, the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at maturity, upon redemption, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other Obligation obligation of the Company Issuers to the Holders or the Trustee under this Indenture or under the Notes, for whatever reason, each Subsidiary Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under each such Subsidiary this Guarantee, and shall entitle the Holders or Trustee of Notes to accelerate the Obligations obligations of the Subsidiary Guarantors under the Subsidiary Guarantees hereunder in the same manner and to the same extent as the Obligations obligations of the Company hereunder or under the Notes.
(b) Issuers. Each of the Subsidiary Guarantors hereby agrees that its Obligations under its Subsidiary Guarantee 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, any release of any other Subsidiary Guarantor, the recovery of any judgment against the CompanyIssuers, any action to enforce the same, whether or not a Subsidiary Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each of the Subsidiary Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuers, any right to require a proceeding first against the CompanyIssuers, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee shall not be discharged except by complete performance of 86 145385.01 the Obligations obligations contained in the Notes, this Indenture and its Subsidiary this Guarantee. Each Subsidiary This Guarantee shall be is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company Issuers or to any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company Issuers or such Subsidiary Guarantor, any amount paid by the Company Issuers or such Subsidiary Guarantor to the Trustee or such Holder, the Subsidiary this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor shall further agree agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article TenEleven, the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article Six hereof for the purposes of its Subsidiary this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed therebyhereby, and (b) in the event of any acceleration of such Obligations obligations as provided in Article Six hereof, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable jointly and severally by each the Subsidiary Guarantor Guarantors for the purpose of this Guarantee. No stockholder, officer, director, employee or incorporator, past, present or future, or any Subsidiary Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its status as such stockholder, officer, director, employee or incorporator. Each Subsidiary GuaranteeGuarantor that makes a payment or distribution under its Guarantee shall be entitled to a contribution from each other Subsidiary Guarantor, determined in accordance with GAAP.
Appears in 1 contract
Sources: Indenture (Abraxas Petroleum Corp)
Unconditional Guarantee. (a) In consideration Subject to the provisions of the promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledgedthis Article Fifteen, each of the Subsidiary Guarantors hereby, Guarantor hereby jointly and severally, irrevocably and severally unconditionally guarantees and agrees (such guarantee to be liable on referred to herein as a senior basis "Guarantee") to each Holder of a Note Security 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 Securities or the Obligations obligations of the Company or any other Subsidiary Guarantor under this Indenture to the Holders or the NotesTrustee hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Notes (and any Additional Interest payable thereon) shall Securities will be duly and punctually paid in full when due, whether at maturity, upon redemption (whether upon a Change at the option of Control or the Company pursuant to a Net Proceeds Offer or otherwise)the provisions of the Securities relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes Securities and all other Obligations obligations of the Company or the Subsidiary Guarantors Guarantor to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.7 hereof)fees, shall expenses or other) and all other Indenture Obligations will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes Securities or any of such other Obligations of the CompanyIndenture Obligations, 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 maturity, upon redemptionStated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other Obligation obligation of the Company to the Holders or the Trustee under this Indenture or under the NotesHolders, for whatever reason, each Subsidiary Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes Securities shall constitute an event of default under each such Subsidiary Guarantor's Guarantee, and shall entitle the Holders or Trustee to accelerate the Obligations obligations of the Subsidiary Guarantors under the Subsidiary Guarantees such Guarantor in the same manner and to the same extent as the Obligations obligations of the Company hereunder or under the Notes.
(b) Company. Each of the Subsidiary Guarantors Guarantor hereby agrees that its Obligations under its Subsidiary Guarantee obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities with respect to any provisions hereof or thereof, any release of any other Subsidiary Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Subsidiary Guarantee is affixed to any particular NoteSecurity, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each of the Subsidiary Guarantors Guarantor hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee shall not be discharged except by complete performance of the Obligations obligations contained in the NotesSecurities, this Indenture and its Subsidiary this Guarantee. Each Subsidiary This Guarantee shall be is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Subsidiary Guarantor, any amount paid by the Company or such Subsidiary Guarantor to the Trustee or such Holder, the Subsidiary this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor shall further agree agrees that, as between it, on the one hand, and the Holders of Securities and the Trustee, on the other hand, (a) subject to this Article TenFourteen, the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article Six Five hereof for the purposes of its Subsidiary this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed therebyhereby, and (b) in the event of any acceleration of such Obligations obligations as provided in Article Six Five hereof, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable jointly and severally by each Subsidiary the Guarantor for the purpose of its Subsidiary this Guarantee.
Appears in 1 contract
Sources: Indenture (Golden Sky Systems Inc)
Unconditional Guarantee. (a) In consideration Subject to the provisions of the promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledgedthis Article Eleven, each of the Subsidiary Guarantors Guarantors, upon the execution and delivery of a Guarantee pursuant to Section 4.15 or 4.20, shall hereby, jointly and severally, unconditionally and irrevocably and unconditionally guarantees and agrees to be liable guarantee, on a senior subordinated basis (such guarantees to be referred to herein as the "Guarantees") to each Holder of a Note Security 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 Securities or the Obligations obligations of the Company Issuer or any other Subsidiary Guarantor under this Indenture Guarantors to the Holders or the NotesTrustee hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Notes (and any Additional Interest payable thereon) Securities shall be duly and punctually paid in full when due, whether at maturity, upon redemption (whether upon a Change at the option of Control or Holders pursuant to a Net Proceeds Offer or otherwise)the provisions of the Securities relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes Securities and all other Obligations obligations of the Company Issuer or the Subsidiary Guarantors to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.7 hereof), ) and all other obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes Securities or any of such other Obligations of the Companyobligations, the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at maturity, upon redemption, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other Obligation obligation of the Company Issuer to the Holders or the Trustee under this Indenture or under the NotesSecurities, for whatever reason, each Subsidiary Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes Securities shall constitute an event of default under each such Subsidiary Guaranteethe Guarantees, and shall entitle the Holders or Trustee of Securities to accelerate the Obligations obligations of the Subsidiary Guarantors under the Subsidiary Guarantees hereunder in the same manner and to the same extent as the Obligations obligations of the Company hereunder or under the Notes.
(b) Issuer. Each of the Subsidiary Guarantors Guarantors, upon the execution and delivery of a Guarantee pursuant to Section 4.15 or 4.20, shall hereby agrees agree that its Obligations under its Subsidiary Guarantee obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities with respect to any provisions hereof or thereof, any release of any other Subsidiary Guarantor, the recovery of any judgment against the CompanyIssuer, any action to enforce the same, whether or not a Subsidiary Guarantee is affixed to any particular NoteSecurity, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each of the Subsidiary Guarantors Guarantors, upon the execution and delivery of a Guarantee pursuant to Section 4.15 or 4.20, shall hereby waives waive the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee shall not be discharged except by complete performance of the Obligations obligations contained in the NotesSecurities, this Indenture and its Subsidiary Guaranteethe Guarantees. Each Subsidiary Guarantee shall be is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company Issuer or to any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company such Issuer or such Subsidiary Guarantor, any amount paid by the Company such Issuer or such Subsidiary Guarantor to the Trustee or such Holder, the Subsidiary each Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor Guarantor, upon the execution and delivery of a Guarantee pursuant to Section 4.15 or 4.20, shall hereby further agree that, as between it, on the one hand, and the Holders of Securities and the Trustee, on the other hand, (a) subject to this Article TenEleven, the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article Six hereof for the purposes of its Subsidiary Guaranteethe Guarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed therebyhereby, and (b) in the event of any acceleration of such Obligations obligations as provided in Article Six hereof, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable jointly and severally by each Subsidiary Guarantor the Guarantors for the purpose of the Guarantees. No Affiliate, stockholder, officer, director, limited liability company member or employee, past, present or future, of any Guarantor, as such, shall have any personal liability under such Guarantor's Guarantee by reason of his, her or its Subsidiary Guaranteestatus as such Affiliate, stockholder, officer, director, limited liability company member or employee.
Appears in 1 contract
Sources: Indenture (GSL Corp)
Unconditional Guarantee. The Parent hereby unconditionally and irrevocably guarantees the punctual payment and performance when due by the Seller and each Selling Affiliate, if any (a) In consideration the Seller and each such Selling Affiliate are, collectively, the "Obligated Parties"), of the promises contained herein all of such Obligated Party's respective covenants, agreements and undertakings now or hereafter existing under each Purchase Document to which such Obligated Party is a party (whether for Collections actually received or deemed to have been received, yield or indemnity payments, fees, expenses or otherwise, such covenants, agreements, and other good and valuable considerationobligations being the "Guaranteed Obligations"), the receipt and sufficiency of which is hereby acknowledged, each of the Subsidiary Guarantors hereby, jointly and severally, irrevocably and unconditionally guarantees and agrees to pay any and all expenses (including counsel fees and expenses) incurred by the Agent in enforcing any rights under this Agreement. Without limiting the generality of the foregoing, the Parent's liability shall extend to all amounts which constitute part of the Guaranteed Obligations and would be liable on a senior basis owed by an Obligated Party but for the fact that such Guaranteed Obligations are unenforceable or not 239 allowable due to each Holder the existence of a Note authenticated bankruptcy, reorganization or similar proceeding involving such Obligated Party. In the event that any Obligated Party shall fail in any manner whatsoever to perform or observe any of its Guaranteed Obligations when the same shall be required to be performed, then the Parent will itself duly and delivered by the Trustee and punctually perform or observe, or cause to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the Obligations of the Company or any other Subsidiary Guarantor under this Indenture or the Notes, that: (a) the principal of, premium, if any, and interest on the Notes (and any Additional Interest payable thereon) shall be duly and punctually paid in full when dueperformed and observed, whether at maturity, upon redemption (whether upon a Change of Control or pursuant to a Net Proceeds Offer or otherwise), by acceleration or otherwisesuch Guaranteed Obligation, and interest on the overdue principal and (it shall not be a condition to the extent permitted by law) interest, if any, on the Notes and all other Obligations accrual of the Company or the Subsidiary Guarantors to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.7 hereof), shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations obligation of the Company, the same shall be promptly paid in full when due or performed in accordance with the terms of extension or renewal, whether at maturity, upon redemption, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other Obligation of the Company to the Holders or the Trustee under this Indenture or under the Notes, for whatever reason, each Subsidiary Guarantor shall be obligated to pay, or Parent hereunder to perform or observe any Guaranteed Obligation (or to cause the performance ofsame to be performed or observed) that the Agent shall have first made any request of or demand upon or given any notice to any Obligated Party or its respective successors or assigns, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under each such Subsidiary Guarantee, and shall entitle the Holders or Trustee to accelerate the Obligations of the Subsidiary Guarantors under the Subsidiary Guarantees in the same manner and to the same extent as the Obligations of the Company hereunder or under the Notes.
(b) Each of the Subsidiary Guarantors hereby agrees that its Obligations under its Subsidiary Guarantee shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of have instituted any action to enforce the same, or proceedings against any waiver Obligated Party or consent by any Holder of the Notes with respect to any provisions thereof, any release of any other Subsidiary Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether its respective successors or not a Subsidiary Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each of the Subsidiary Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee shall not be discharged except by complete performance of the Obligations contained in the Notes, this Indenture and its Subsidiary Guarantee. Each Subsidiary Guarantee shall be a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Subsidiary Guarantor, any amount paid by the Company or such Subsidiary Guarantor to the Trustee or such Holder, the Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor shall further agree that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (a) subject to this Article Ten, the maturity of the Obligations guaranteed may be accelerated as provided in Article Six hereof for the purposes of its Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration assigns in respect of the Obligations guaranteed thereby, and (b) in the event of any acceleration of such Obligations as provided in Article Six hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable jointly and severally by each Subsidiary Guarantor for the purpose of its Subsidiary Guaranteethereof.
Appears in 1 contract
Sources: Receivables Purchase and Sale Agreement (Maxtor Corp)
Unconditional Guarantee. (a) In consideration of the promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is Each Subsidiary Guarantor hereby acknowledged, each of the Subsidiary Guarantors herebyunconditionally, jointly and severally, irrevocably and unconditionally guarantees and agrees (such guarantee to be liable on a senior basis referred to herein as the "Guarantee") to each Holder of a Note Securities authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective the full and prompt performance of the validity and enforceability of this Indenture, the Notes or the Obligations of the Company or any other Subsidiary Guarantor Company's obligations under this Indenture or and the Notes, Securities and that: :
(a1) the principal of, premium, if any, of and interest on the Notes (and any Additional Interest payable thereon) shall Securities will be duly and punctually promptly paid in full when due, whether at maturity, upon by acceleration, redemption (whether upon a Change of Control or pursuant to a Net Proceeds Offer or otherwise), by acceleration or otherwise, and interest on the overdue principal of and (to interest on the extent permitted by law) interestSecurities, if any, on to the Notes extent lawful, and all other Obligations obligations of the Company or the Subsidiary Guarantors to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.7 hereof), shall will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and
(b2) in case of any extension of time of payment or renewal of any Notes Securities or of any of such other Obligations of the Companyobligations, the 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, upon redemption, by acceleration or otherwise, subject, however, in the case of clauses (1) and (2) above, to the limitations set forth in Section 11.04. Failing payment when due of any amount so guaranteed, guaranteed or failing any performance of any other Obligation of the Company to the Holders or the Trustee under this Indenture or under the Notes, so guaranteed for whatever reason, each the Subsidiary Guarantor shall Guarantors will be jointly and severally obligated to pay, or to perform or cause the performance of, pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under each such Each Subsidiary Guarantee, and shall entitle the Holders or Trustee to accelerate the Obligations of the Subsidiary Guarantors under the Subsidiary Guarantees in the same manner and to the same extent as the Obligations of the Company hereunder or under the Notes.
(b) Each of the Subsidiary Guarantors Guarantor hereby agrees that its Obligations under its Subsidiary Guarantee obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities with respect to any provisions hereof or thereof, any release of any other Subsidiary Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Subsidiary Guarantee is affixed to any particular Note, same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each of the Subsidiary Guarantors Guarantor hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice, notice of intent to accelerate, notice of acceleration, and all other notices and all demands whatsoever and covenants that its Subsidiary this Guarantee shall will not be discharged except by complete performance of the Obligations obligations contained in the NotesSecurities, this Indenture and its Subsidiary in this Guarantee. Each Subsidiary Guarantee shall be a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to Company, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such any Subsidiary Guarantor, any amount paid by the Company or such any Subsidiary Guarantor to the Trustee or such Holder, the Subsidiary this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees 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 Subsidiary Guarantor further agree agrees that, as between iteach Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (ax) subject to this Article Ten, the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article Six hereof for the purposes of its Subsidiary this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed therebyhereby, and (by) in the event of any acceleration of such Obligations obligations as provided in Article Six hereofSix, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable jointly and severally by each Subsidiary Guarantor for the purpose of its this Guarantee. The Company agrees to cause each Person (other than an Unrestricted Subsidiary) that shall become a Material Subsidiary Guaranteeafter the date of this Indenture to execute and deliver a supplement to this Indenture pursuant to which such Person will guarantee the payment of the Securities on the same terms and conditions as the Guarantees by the Subsidiary Guarantors.
Appears in 1 contract
Sources: Indenture (Plains Resources Inc)
Unconditional Guarantee. Each Guarantor hereby unconditionally guarantees (a) In consideration of the promises contained such guarantee is referred to herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each of the Subsidiary Guarantors herebyas a "GUARANTEE"), jointly and severally, irrevocably and unconditionally guarantees and agrees to be liable on a senior basis to each Holder of a Note authenticated and delivered by the Trustee Security and to the Trustee Trustee, the prompt payment when due (whether by acceleration or otherwise) at the place and its successors and assigns, irrespective in the manner provided in the terms of the validity Securities and enforceability of this Indenture, the Notes or the Obligations of the Company or any other Subsidiary Guarantor under in this Indenture or the Notes, thatof: (ai) the principal of, (premium, if any), interest, if any, and interest Additional Amounts, if any, on each of the Notes (Securities at the respective times provided in the terms of the Securities and any Additional Interest payable thereon) shall be duly and punctually paid in full when duethis Indenture, whether at maturity, upon redemption (whether upon a Change of Control or pursuant to a Net Proceeds Offer or otherwise), by acceleration or otherwiseotherwise and whether any such amounts are allowed or allowable in any bankruptcy or insolvency of the Company, (ii) interest on any overdue amounts specified in the terms of the Securities and in this Indenture, and interest on (iii) all other amounts payable by the overdue principal and (Company hereunder or under the Securities including without limitation, amounts payable to the extent permitted by law) interest, if any, on the Notes and all other Obligations of the Company Trustee or the Subsidiary Guarantors to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.7 hereof), shall be promptly paid in full or performed7.06 and Article Six, all in accordance with the terms hereof and thereof; the terms of the Securities, subject, however, in the case of clauses (i), (ii) and (biii) above, to the limitations set forth in Section 14.03. In case of any extension of time of payment or renewal of any Notes Securities or of any of such other Obligations of the Companypayment obligations, the same shall be each Guarantor hereby agrees to pay promptly paid such Securities in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, upon redemption, by acceleration or otherwise. Failing This is a guarantee of payment when due and not of any amount so guaranteed, or failing performance of any other Obligation of the Company to the Holders or the Trustee under this Indenture or under the Notes, for whatever reason, each Subsidiary collection. Each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under each such Subsidiary Guarantee, and shall entitle the Holders or Trustee to accelerate the Obligations of the Subsidiary Guarantors under the Subsidiary Guarantees in the same manner and to the same extent as the Obligations of the Company hereunder or under the Notes.
(b) Each of the Subsidiary Guarantors hereby agrees that its Obligations under its Subsidiary Guarantee obligations hereunder shall be absolute unconditional, irrespective of the any lack of validity, regularity or enforceability of the Notes Securities or this Indenture, the absence of any action failure to enforce the same, any waiver or consent to the Company with respect thereto by any Holder of or the Notes with respect to any provisions thereof, any release of any other Subsidiary Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Subsidiary Guarantee is affixed to any particular NoteTrustee, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each of the Subsidiary Guarantors Guarantor hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Subsidiary this Guarantee shall will not be discharged except by complete performance of the Obligations obligations contained in the NotesSecurities, this Indenture and its Subsidiary in this Guarantee. Each Subsidiary Guarantee shall be a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to Company, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Subsidiary any Guarantor, any amount paid by the Company or such Subsidiary any Guarantor to the Trustee or such Holder, the Subsidiary this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor shall further agree agrees that, as between iteach Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (ax) subject to this Article Ten, the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article Six hereof for the purposes of its Subsidiary this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed therebyhereby, and (by) in the event of any acceleration of such Obligations obligations as provided in Article Six hereof, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable jointly and severally by each Subsidiary Guarantor for the purpose of its Subsidiary this Guarantee. Each Guarantor further agrees to pay all reasonable external attorneys' fees, costs and expenses incurred by the Trustee in connection with the collection of any amounts payable hereunder or any enforcement of the Guarantee.
Appears in 1 contract
Unconditional Guarantee. Each Guarantor hereby unconditionally guarantees (a) In consideration of such guarantee to be referred to herein as the promises contained herein and other good and valuable consideration"GUARANTEE"), the receipt and sufficiency of which is hereby acknowledged, each of the Subsidiary Guarantors herebyon a senior subordinated basis, jointly and severally, irrevocably and unconditionally guarantees and agrees subject to be liable on a senior basis Article Twelve, to each Holder of a Note Security 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 Securities or the Obligations obligations of the Company hereunder or any other Subsidiary Guarantor under this Indenture or the Notesthereunder, that: (ai) the principal ofof and interest on the Securities will be promptly paid in full when due, premiumsubject to any applicable grace period, whether at maturity, by acceleration or otherwise and interest on the overdue principal, if any, and interest on the Notes (and any Additional Interest payable thereon) shall be duly and punctually paid in full when dueinterest, whether at maturity, upon redemption (whether upon a Change of Control or pursuant to a Net Proceeds Offer or otherwise), by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interestlawful, if any, on of the Notes Securities and all other Obligations obligations of the Company or the Subsidiary Guarantors to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.7 hereof), shall will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (bii) in case of any extension of time of payment or renewal of any Notes Securities or of any of such other Obligations of the Companyobligations, 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, upon redemption, by acceleration or otherwise. Failing payment when due , subject, however, in the case of any amount so guaranteedclauses (i) and (ii) above, or failing performance of any other Obligation of the Company to the Holders or the Trustee under this Indenture or under the Notes, for whatever reason, each Subsidiary limitations set forth in Section 11.5. Each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under each such Subsidiary Guarantee, and shall entitle the Holders or Trustee to accelerate the Obligations of the Subsidiary Guarantors under the Subsidiary Guarantees in the same manner and to the same extent as the Obligations of the Company hereunder or under the Notes.
(b) Each of the Subsidiary Guarantors hereby agrees that its Obligations under its Subsidiary Guarantee obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities with respect to any provisions hereof or thereof, any release of any other Subsidiary Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Subsidiary Guarantee is affixed to any particular Note, same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each of the Subsidiary Guarantors Guarantor hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Subsidiary this Guarantee shall will not be discharged except by complete performance of the Obligations obligations contained in the NotesSecurities, this Indenture and its Subsidiary in this Guarantee. Each Subsidiary Guarantee shall be a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to Company, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Subsidiary any Guarantor, any amount paid by the Company or such Subsidiary any Guarantor to the Trustee or such Holder, the Subsidiary this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor shall further agree agrees that, as between iteach Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (ax) subject to this Article Ten, the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article Six hereof Seven for the purposes of its Subsidiary this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed therebyhereby, and (by) in the event of any acceleration of such Obligations obligations as provided in Article Six hereofSeven, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable jointly and severally by each Subsidiary Guarantor for the purpose of its Subsidiary this Guarantee.
Appears in 1 contract
Sources: Indenture (Metals Usa Inc)
Unconditional Guarantee. (a) In consideration Each of the promises contained herein and other good and valuable considerationparties identified as a Guarantor on Schedule I hereto (each, a “Guarantor” and, collectively, the receipt and sufficiency of which is hereby acknowledged“Guarantors”), each of the Subsidiary Guarantors herebyfor itself, jointly and severally, irrevocably and unconditionally guarantees and agrees to be liable on a senior basis to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, covenants and agrees that each and all of the Securities of [to specify series] shall be entitled to the benefit of a joint and several and full and unconditional guarantee (the “Guarantee”) by such Guarantor (to the extent and in the manner hereinafter set forth) for the benefit of each Holder of such series of Securities, irrespective of the validity and enforceability of this Indenture, the Notes Indenture or such series of Securities or the Obligations obligations of the Company or any other Subsidiary Guarantor under this Indenture to the Holders or the NotesTrustee hereunder or thereunder, that: (ai) the principal of, premium, if any, of and interest on the Notes (and any Additional Interest payable thereon) shall such series of Securities will be duly and punctually promptly paid in full when due, whether at maturityStated Maturity, upon redemption (whether upon a Change of Control or pursuant to a Net Proceeds Offer or otherwise)redemption, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes such series of Securities and all other Obligations obligations of the Company or the Subsidiary Guarantors Guarantor to the Holders of such series of Securities or the Trustee hereunder or thereunder (including amounts due fees, expenses or others) (collectively, the Trustee under Section 7.7 hereof), shall “Obligations”) will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (bii) in case of any extension of time of payment or renewal of any Notes Obligations (with or any of without notice to such other Obligations of the CompanyGuarantor), 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 maturity, upon redemptionStated Maturity, by acceleration or otherwise. Failing payment If the Company shall fail to pay when due of any amount so guaranteeddue, or failing performance of to perform, any other Obligation of the Company to the Holders or the Trustee under this Indenture or under the NotesObligations, for whatever reason, each Subsidiary Guarantor shall be jointly and severally obligated to paypay in cash, or to perform or cause the performance of, the same immediatelypromptly. An Event of Default under this the Indenture or the Notes shall constitute an event Securities of default under each such Subsidiary Guarantee, and [to specify series] shall entitle the Holders or Trustee of the Securities of such series to accelerate the Obligations of the Subsidiary Guarantors under the Subsidiary Guarantees Guarantor hereunder in the same manner and to the same extent as the Obligations of the Company hereunder or under the NotesCompany.
(b) Each of the Subsidiary Guarantors hereby Guarantor further agrees that its Obligations under its Subsidiary Guarantee 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 thereof, any release of any other Subsidiary Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Subsidiary Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each of the Subsidiary Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee shall not be discharged except by complete performance of the Obligations contained in the Notes, this Indenture and its Subsidiary Guarantee. Each Subsidiary Guarantee shall be a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Subsidiary Guarantor, any amount paid by the Company or such Subsidiary Guarantor to the Trustee or such Holder, the Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor shall further agree that, as between it, on the one hand, and the Holders of the Securities and the Trustee, on the other hand, (ai) subject to this Article Ten, the maturity Stated Maturity of the Obligations guaranteed hereby may be accelerated as provided in Article Six hereof VII of the Base Indenture for the purposes of its Subsidiary the Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed thereby, and (bii) in the event of any acceleration of such Obligations as provided in Article Six hereofVII of the Base Indenture, such Obligations (whether or not due and payable) shall forthwith become due and payable jointly and severally by each Subsidiary the Guarantor for the purpose purposes of its Subsidiary Guarantee.
Appears in 1 contract
Sources: Supplemental Indenture (Dupont E I De Nemours & Co)
Unconditional Guarantee. (a) In consideration Subject to the provisions of the promises contained herein this Article Thirteen and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledgedto Section 6.12, each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally and irrevocably and unconditionally guarantees and agrees to be liable guarantees, on a senior basis basis, except as described in Section 6.12 (such guarantee to be referred to herein as a “Guarantee”), 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 Securities or the Obligations obligations of the Company or any other Subsidiary Guarantor under this Indenture Guarantors to the Holders or the NotesTrustee hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Notes (and any Additional Interest payable thereon) Securities shall be duly and punctually paid in full when due, whether at maturity, upon redemption (whether upon a Change at the option of Control or Holders pursuant to a Net Proceeds Offer or otherwise)the provisions of the Securities relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes Securities and all other Obligations obligations of the Company or the Subsidiary Guarantors to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.7 7.07 hereof), ) and all other obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes Securities or any of such other Obligations of the Companyobligations, the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at maturity, upon redemption, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other Obligation obligation of the Company to the Holders or the Trustee under this Indenture or under the NotesSecurities, for whatever reason, each Subsidiary Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes Securities shall constitute an event of default under each such Subsidiary this Guarantee, and shall entitle the Holders or Trustee of Securities to accelerate the Obligations obligations of the Subsidiary Guarantors under the Subsidiary Guarantees hereunder in the same manner and to the same extent as the Obligations obligations of the Company hereunder or under the Notes.
(b) Company. Each of the Subsidiary Guarantors hereby agrees that its Obligations under its Subsidiary Guarantee obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities with respect to any provisions hereof or thereof, any release of any other Subsidiary Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Subsidiary Guarantee is affixed to any particular NoteSecurity, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each of the Subsidiary Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee shall not be discharged except by complete performance of the Obligations obligations contained in the NotesSecurities, this Indenture and its Subsidiary this Guarantee. Each Subsidiary This Guarantee shall be is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Subsidiary Guarantor, any amount paid by the Company or such Subsidiary Guarantor to the Trustee or such Holder, the Subsidiary this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor shall further agree agrees that, as between it, on the one hand, and the Holders of Securities and the Trustee, on the other hand, (a) subject to this Article TenEleven, the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article Six hereof for the purposes of its Subsidiary this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed therebyhereby, and (b) in the event of any acceleration of such Obligations obligations as provided in Article Six hereof, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable jointly and severally by each Subsidiary Guarantor the Guarantors for the purpose of this Guarantee. No stockholder, officer, director, employee or incorporator, past, present or future, or any Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its Subsidiary Guaranteestatus as such stockholder, officer, director, employee or incorporator. Each Guarantor that makes a payment or distribution under its Guarantee shall be entitled to a contribution from each other Guarantor in an amount pro rata based on the net assets of each Guarantor, determined in accordance with GAAP.
Appears in 1 contract
Sources: Indenture (Doe Run Resources Corp)
Unconditional Guarantee. (a) In consideration Subject to the provisions of the promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledgedthis Section 1, each of the Subsidiary Guarantors herebyGuarantors, jointly and severally, hereby unconditionally and irrevocably and unconditionally guarantees and agrees to be liable on a senior basis to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assignsfor the benefit of the Holders, irrespective of the validity and enforceability of this Indenture, the Notes Loan Agreement or the Obligations obligations of the Company or any other Subsidiary Guarantor under this Indenture Guarantors to the Trustee hereunder or thereunder, the Notes, thatfull and prompt payment of: (a) the principal of, of and redemption premium, if any, and interest on the Notes (and any Additional Interest payable thereon) shall be duly and punctually paid in full when due, whether at maturity, upon redemption (whether upon a Change of Control or pursuant to a Net Proceeds Offer or otherwise), by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes Series 2020R-1 Bonds when and all other Obligations of the Company or the Subsidiary Guarantors to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.7 hereof), shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations of the Company, as the same shall be promptly paid in full when become due or performed in accordance with the terms of extension or renewal, (whether at maturity, upon redemptionby acceleration, by acceleration call for redemption or otherwise); (b) the interest on the Series 2020R-1 Bonds when and as the same shall become due; (c) the purchase price of Series 2020R-1 Bonds tendered or deemed tendered for purchase pursuant to Sections 4.6, 4.8 or 4.9 of the Indenture; and (d) all amounts allocable to the Series 2020R-1 Bonds due or to become due from the Company under Sections 4.2(a) and 4.2(b) of the Loan Agreement (collectively, the “Guaranteed Obligations”). Failing payment when due of any amount so guaranteed, or failing performance of any other Obligation obligation of the Company to the Holders or the Trustee under this Indenture or under the Notes, for whatever reasonSeries 2020R-1 Bonds, each Subsidiary Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An A Loan Default Event of Default under this Indenture or the Notes Loan Agreement with respect to the Series 2020R-1 Bonds shall constitute an event of default under each such Subsidiary Guaranteethis Guaranty, and shall entitle the Holders or Trustee to accelerate the Obligations obligations of the Subsidiary Guarantors under the Subsidiary Guarantees hereunder in the same manner and to the same extent as the Obligations obligations of the Company hereunder or under the Notes.
(b) Loan Agreement. Each of the Subsidiary Guarantors hereby agrees that its Obligations under its Subsidiary Guarantee obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this IndentureLoan Agreement, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions thereof, any release of any other Subsidiary Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Subsidiary Guarantee this Guaranty is affixed to any particular Notethe Loan Agreement or the Series 2020R-1 Bonds, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorsuch Guarantor. Each of the Subsidiary Guarantors Guarantor hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee this Guaranty shall not be discharged except by complete performance of the Obligations contained in the Notes, this Indenture and its Subsidiary GuaranteeGuaranteed Obligations. Each Subsidiary Guarantee shall be This Guaranty is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to any Subsidiary a Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Subsidiary a Guarantor, any amount paid by the Company or such Subsidiary a Guarantor to the Trustee or such HolderTrustee, the Subsidiary Guaranteethis Guaranty, to the extent theretofore theretofor discharged, shall be reinstated in full force and effect, subject to Section 7 hereof. Each Subsidiary Guarantor shall further agree agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (a) subject to the other provisions of this Article TenGuaranty, the maturity of the Obligations guaranteed Series 2020R-1 Bonds may be accelerated as provided in Article Six hereof Section 7.2 of the Loan Agreement for the purposes of its Subsidiary Guaranteethis Guaranty, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed therebySeries 2020R-1 Bonds, and (b) in the event of any acceleration of such Obligations the Series 2020R-1 Bonds as provided in Article Six hereofSection 7.2 of the Loan Agreement, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable jointly and severally by each Subsidiary the Guarantor for the purpose of its Subsidiary Guaranteethis Guaranty. Each Guarantor agrees to make immediate payment to the Trustee of all Guaranteed Obligations owing or payable to Trustee upon receipt of a demand for payment therefor by the Trustee to the Guarantor in writing.
Appears in 1 contract
Unconditional Guarantee. (a) In consideration of the promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each of the Subsidiary Guarantors herebyEach Guarantor agrees to unconditionally, jointly and severally, irrevocably and unconditionally guarantees and agrees to be liable on a senior basis guarantee to each Holder of a Note Security authenticated and delivered by the Trustee 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 Company or any other Subsidiary Guarantor under this Indenture or the Notes, that: that (ai) the principal of, premium, if any, and interest on the Notes (and any Additional Interest payable thereon) shall Securities will be duly and punctually promptly paid in full when due, subject to any applicable grace period, whether at maturity, upon redemption (whether upon a Change of Control or pursuant to a Net Proceeds Offer or otherwise), by acceleration or otherwise, otherwise and interest on the overdue principal and (to the extent permitted by law) interestprincipal, if any, and interest on any interest, to the Notes extent lawful, of the Securities and all other Obligations of the Company or the Subsidiary Guarantors to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.7 hereof), shall will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (bii) in case of any extension of time of payment or renewal of any Notes Securities or of any of such other Obligations of the CompanyObligations, 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, upon redemption, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any ; and (iii) all other Obligation obligations and liabilities of the Company to the Holders Holders, the Trustee or the Trustee under this Indenture Collateral Agent, whether direct or under the Notesindirect, for whatever reasonabsolute or contingent, each Subsidiary Guarantor shall be obligated due or to paybecome due, or now existing or hereafter incurred, which may arise under, out of or in connection with any Security Document, in each case whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees, charges and disbursements of counsel to perform or cause the performance ofSecurityholders, the same immediately. An Event of Default under this Indenture Trustee or the Notes shall constitute an event of default under each such Subsidiary GuaranteeCollateral Agent that are required to be paid by the Company pursuant to any Security Document) will be promptly paid in full when due, and shall entitle the Holders or Trustee to accelerate the Obligations of the Subsidiary Guarantors under the Subsidiary Guarantees subject, however, in the same manner case of clauses (i), (ii) and (iii) above, to the same extent as the Obligations of the Company hereunder or under the Notes.
(b) limitations set forth in Section 10.03. Each of the Subsidiary Guarantors hereby Guarantor agrees that its Obligations under its Subsidiary Guarantee obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities with respect to any provisions hereof or thereof, any release of any other Subsidiary Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Subsidiary Guarantee is affixed to any particular Note, same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each of the Subsidiary Guarantors hereby Guarantor waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee shall will not be discharged except by complete performance of the Obligations obligations contained in the NotesSecurities, this Indenture and its each Subsidiary Guarantee. Each Subsidiary Guarantee shall be a guarantee of payment and not of collection. If any Holder Securityholder or the Trustee is required by any court or otherwise to return to the Company or to Company, any Subsidiary Guarantor, Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Subsidiary any Guarantor, any amount paid by the Company or such Subsidiary any Guarantor to the Trustee or such HolderSecurityholder, the each Subsidiary Guarantee, Guarantee to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor shall further agree agrees that, as between iteach Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (ax) subject to this Article Ten, the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article Six hereof for the purposes of its each Subsidiary Guarantee, Guarantee notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed therebyhereby, and (by) in the event of any acceleration of such Obligations obligations as provided in Article Six hereofSix, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable jointly and severally by each Subsidiary Guarantor for the purpose of its Subsidiary Guarantee.
Appears in 1 contract
Sources: Indenture (Tenneco Automotive Inc)
Unconditional Guarantee. (aEach Restricted Subsidiary that hereafter executes and delivers a supplemental indenture in the manner provided in Section 9.12(a) In consideration of the promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each of the Subsidiary Guarantors herebyhereof shall thereby unconditionally, jointly and severally, irrevocably and unconditionally guarantees and agrees guarantee (each such guarantee to be liable on referred to herein as a senior basis "Subsidiary Guarantee," with all such guarantees being referred to herein as the "Subsidiary Guarantees") to each Holder of a Note Securities authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective the full and prompt performance of the validity and enforceability of this Indenture, the Notes or the Obligations of the Company or any other Subsidiary Guarantor Company's obligations under this Indenture or and the Notes, Securities and that: :
(a) the principal of, of (or premium, if any, on) and interest on the Notes (and any Additional Interest payable thereon) shall Securities will be duly and punctually promptly paid in full when due, whether at maturity, upon by acceleration, redemption (whether upon a Change of Control or pursuant to a Net Proceeds Offer or otherwise), by acceleration or otherwise, and interest on the overdue principal of and (to interest on the extent permitted by law) interestSecurities, if any, on to the Notes extent lawful, and all other Obligations obligations of the Company or the Subsidiary Guarantors to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.7 hereof), shall will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and
(b) in case of any extension of time of payment or renewal of any Notes Securities or of any of such other Obligations of the Companyobligations, 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 maturity, upon redemptionStated Maturity, by acceleration or otherwise; subject, however, in the case of clauses (a) and (b) above, to the limitations set forth in Section 12.4 hereof. Failing payment when due of any amount so guaranteed, guaranteed or failing any performance of any other Obligation of the Company to the Holders or the Trustee under this Indenture or under the Notes, so guaranteed for whatever reason, each the Subsidiary Guarantor shall Guarantors will be jointly and severally obligated to pay, or to perform or cause the performance of, pay the same immediately. An Event The obligations of Default under this Indenture or the Notes shall constitute an event of default under each such Subsidiary Guarantee, and shall entitle the Holders or Trustee to accelerate the Obligations of the Subsidiary Guarantors under the Subsidiary Guarantees in the same manner and to the same extent as the Obligations of the Company Guarantor hereunder or under the Notes.
(b) Each of the Subsidiary Guarantors hereby agrees that its Obligations under its Subsidiary Guarantee shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities with respect to any provisions hereof or thereof, any release of any other Subsidiary Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Subsidiary Guarantee is affixed to any particular Note, same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each of the Subsidiary Guarantors hereby waives the benefit of Guarantor shall waive diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants shall covenant that its Subsidiary Guarantee shall will not be discharged except by complete performance of the Obligations obligations contained in the NotesSecurities, this Indenture and its in the Subsidiary Guarantee. Each Subsidiary Guarantee shall be a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to Company, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such any Subsidiary Guarantor, any amount paid by the Company or such any Subsidiary Guarantor to the Trustee or such Holder, the Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. No Subsidiary Guarantor shall be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed by the Subsidiary Guarantee until payment in full of all obligations guaranteed thereby. Each Subsidiary Guarantor shall further agree that, as between iteach Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (ai) subject to this Article Ten, the maturity of the Obligations obligations guaranteed by the Subsidiary Guarantee may be accelerated as provided in Article Six IV hereof for the purposes of its the Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed therebyby the Subsidiary Guarantee, and (bii) in the event of any acceleration of such Obligations obligations as provided in Article Six IV hereof, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable jointly and severally by each Subsidiary Guarantor for the purpose of its the Subsidiary Guarantee.
Appears in 1 contract
Sources: Indenture (Pogo Producing Co)
Unconditional Guarantee. (a) In consideration of the promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledgedSubject to this Article 11, each of the Subsidiary Guarantors herebyGuarantor hereby unconditionally, jointly and severally, irrevocably and unconditionally guarantees and agrees (such guarantee to be liable on a senior basis referred to herein as the "GUARANTEE") 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 obligations of the Company hereunder or any other Subsidiary Guarantor under this Indenture or the Notesthereunder, that: (ai) the principal ofof and interest and Additional Interest on the Notes will be promptly paid in full when due, premiumsubject to any applicable grace period, whether at maturity, by acceleration or otherwise and interest on the overdue principal, if any, and interest on the Notes (any interest and any Additional Interest payable thereon) shall be duly and punctually paid in full when dueInterest, whether at maturity, upon redemption (whether upon a Change of Control or pursuant to a Net Proceeds Offer or otherwise), by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interestlawful, if any, on of the Notes and all other Obligations obligations of the Company or the Subsidiary Guarantors to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.7 hereof), shall will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (bii) in case of any extension of time of payment or renewal of any Notes or of any of such other Obligations of the Companyobligations, 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, upon redemption, by acceleration or otherwise. Failing payment when due , subject, however, in the case of any amount so guaranteedclauses (i) and (ii) above, or failing performance of any other Obligation of the Company to the Holders or the Trustee under this Indenture or under the Notes, for whatever reason, each Subsidiary limitations set forth in Section 11.05. Each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under each such Subsidiary Guarantee, and shall entitle the Holders or Trustee to accelerate the Obligations of the Subsidiary Guarantors under the Subsidiary Guarantees in the same manner and to the same extent as the Obligations of the Company hereunder or under the Notes.
(b) Each of the Subsidiary Guarantors hereby agrees that its Obligations under its Subsidiary Guarantee 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, any release of any other Subsidiary Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Subsidiary Guarantee is affixed to any particular Note, same or any other circumstance circumstances which might otherwise constitute a legal or equitable discharge or defense of a guarantor, subject to the provisions of this Article 11. Each of the Subsidiary Guarantors Guarantor hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Subsidiary this Guarantee shall will not be discharged except by complete performance of the Obligations obligations contained in the Notes, this Indenture and its Subsidiary in this Guarantee. Each Subsidiary Guarantee shall be a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to Company, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Subsidiary any Guarantor, any amount paid by the Company or such Subsidiary any Guarantor to the Trustee or such Holder, the Subsidiary this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effecteffect as to such amount only. Each Subsidiary Guarantor shall further agree agrees that, as between iteach Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (ax) subject to this Article Ten, the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article Six hereof for the purposes of its Subsidiary this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed therebyhereby, and (by) in the event of any acceleration of such Obligations obligations as provided in Article Six hereofSix, such Obligations (whether or not due and payable) shall forthwith become due and payable jointly and severally by each Subsidiary Guarantor for the purpose of its Subsidiary this Guarantee.
Appears in 1 contract
Sources: Indenture (Nationsrent Inc)
Unconditional Guarantee. (a) In consideration Subject to the provisions of this Article 13 and to the promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledgedfullest extent permitted by applicable law, each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally and irrevocably and unconditionally guarantees and agrees to be liable guarantees, on 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 obligations of the Company or any other Subsidiary Guarantor under this Indenture Guarantors to the Holders or the Notes, thatTrustee hereunder or thereunder: (a) (x) the due and punctual payment of the principal ofof (including any Redemption Price and any Fundamental Change Repurchase Price, if applicable), premium, if any, and interest on the Notes (when and any Additional Interest payable thereon) as the same shall be duly become due and punctually paid in full when duepayable, whether at maturity, upon redemption (whether upon a Change of Control or pursuant to a Net Proceeds Offer or otherwise)repurchase, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal and (to the fullest extent permitted by applicable law) overdue premium, if any, and interest, if any, on the Notes and (z) the due and punctual payment and performance of all other Obligations obligations of the Company or the Subsidiary Guarantors to the Holders or the Trustee hereunder or thereunder (including including, without limitation, the payment and delivery of the cash and, if applicable, shares of Common Stock due upon conversion of the Notes and amounts due the Trustee under Section 7.7 7.06 hereof), shall be promptly paid in full or performed, all in accordance with the terms hereof and thereofthereof (collectively, the “Guarantee Obligations”); and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations of the Companyobligations, the same shall be promptly paid in full when due or performed and punctual payment and performance of Guarantee Obligations in accordance with the terms of the extension or renewal, whether at maturity, upon redemptionredemption or repurchase, by acceleration or otherwise. Failing payment and/or delivery, as the case may be, by the Company when due of any amount so guaranteed, or failing performance of any other Obligation obligation of the Company to the Holders or the Trustee under this Indenture or under the Notes, for whatever reason, each Subsidiary Guarantor shall be obligated to paypay and/or deliver, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under each such Subsidiary Guarantee, and shall entitle the Holders or Trustee to accelerate the Obligations of the Subsidiary Guarantors under the Subsidiary Guarantees in the same manner and to the same extent as the Obligations of the Company hereunder or under the Notes.
(b) Each of the Subsidiary Guarantors hereby agrees that (to the fullest extent permitted by law) its Obligations under its Subsidiary Guarantee 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, any release of any other Subsidiary Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Subsidiary Guarantee is affixed to any particular Note, same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each of the Subsidiary Guarantors hereby waives (to the fullest extent permitted by law) the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee shall not be discharged except by complete performance of the Obligations obligations contained in the Notes, this Indenture and its Subsidiary this Guarantee. Each Subsidiary This Guarantee shall be is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise governmental authority to return to the Company or to any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Subsidiary Guarantor, any amount paid or delivered by the Company or such Subsidiary Guarantor to the Trustee or such Holder, the Subsidiary this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor shall further agree agrees (to the fullest extent permitted by law) that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article Ten13, the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article Six hereof 6 for the purposes of its Subsidiary this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed therebyhereby, and (b) in the event of any acceleration of such Obligations obligations as provided in Article Six 6 hereof, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable jointly and severally by each Subsidiary Guarantor the Guarantors for the purpose of its Subsidiary this 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 Guarantees.
Appears in 1 contract
Sources: Indenture (Western Digital Corp)
Unconditional Guarantee. (a) In consideration of the promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is The Guarantor hereby acknowledged, each of the Subsidiary Guarantors hereby, jointly and severally, irrevocably and unconditionally guarantees and agrees to be liable on a senior basis to each Holder of a Note Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this IndentureTrustee, the Notes or the Obligations due and punctual payment of the Company or any other Subsidiary Guarantor under this Indenture or the Notes, that: (a) the principal of, premiumand interest (including Liquidated Damages, if any) on such Security, net of any taxes required to be withheld, when and interest on as the Notes (same shall become due and any Additional Interest payable thereon) shall be duly and punctually paid in full when duepayable, whether at maturity, upon redemption (whether upon a Change of Control or pursuant to a Net Proceeds Offer or otherwise), by acceleration declaration thereof or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes and all other Obligations of the Company or the Subsidiary Guarantors to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.7 hereof), shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations of the Company, the same shall be promptly paid in full when due or performed in accordance with the terms of extension or renewal, whether at maturity, upon redemption, such Security and of this Indenture. In case of default by acceleration or otherwise. Failing the Company in the payment when due of any amount so guaranteedsuch principal or interest (including Liquidated Damages, or failing performance of any other Obligation of the Company to the Holders or the Trustee under this Indenture or under the Notes, for whatever reason, each Subsidiary Guarantor shall be obligated to pay, or to perform or cause the performance ofif any), the same immediatelyGuarantor agrees duly and punctually to pay the same. An Event of Default under this Indenture or the Notes shall constitute an event of default under each such Subsidiary Guarantee, and shall entitle the Holders or Trustee to accelerate the Obligations of the Subsidiary Guarantors under the Subsidiary Guarantees in the same manner and to the same extent as the Obligations of the Company hereunder or under the Notes.
(b) Each of the Subsidiary Guarantors The Guarantor hereby agrees that its Obligations obligations hereunder or under its Subsidiary any Guarantee shall be unconditional, absolute and unconditional irrespective of the validityany invalidity, regularity irregularity or enforceability unenforceability of the Notes any such Security, or this Indenture, the absence of any action failure to enforce the sameprovisions of any such Security, or this Indenture, any waiver waiver, modification or consent by any Holder of indulgence granted to the Notes Company with respect to any provisions thereofthereto by the holder of such Security, any release of any other Subsidiary Guarantor, or the recovery of any judgment against the Company, any action to enforce the same, whether or not a Subsidiary Guarantee is affixed to any particular NoteTrustee, or any other circumstance circumstances which might may otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each of the Subsidiary Guarantors The Guarantor hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency merger or bankruptcy of the Company, any right to require a proceeding first against the Company, protestprotest or notice with respect to any such Security, notice or the indebtedness evidenced thereby and all demands whatsoever whatsoever, and covenants that its Subsidiary obligation hereunder or under any Guarantee will not be discharged as to any such Security, except by payment in full of the principal thereof and interest thereon. The Guarantor shall be subrogated to all rights of the holder of any Security against the Company in respect of any amounts paid by the Guarantor pursuant to the provisions of any Guarantee; provided, however, that the Guarantor shall not be discharged except by complete performance of the Obligations contained in the Notesentitled to enforce, this Indenture and its Subsidiary Guarantee. Each Subsidiary Guarantee shall be a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to receive any Subsidiary Guarantorpayments arising out of or based upon, such right of subrogation until the principal of and interest (including Liquidated Damages, if any) then due on all Securities shall have been paid in full. The Guarantee set forth in this Section shall not be valid or become obligatory for any custodian, trustee, liquidator or other similar official acting in relation purpose with respect to a Security until the Company or certificate of authentication on such Subsidiary Guarantor, any amount paid Security shall have been signed by the Company or such Subsidiary Guarantor to the Trustee or such Holder, the Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor shall further agree that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (a) subject to this Article Ten, the maturity of the Obligations guaranteed may be accelerated as provided in Article Six hereof for the purposes of its Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed thereby, and (b) in the event of any acceleration of such Obligations as provided in Article Six hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable jointly and severally by each Subsidiary Guarantor for the purpose of its Subsidiary Guarantee.
Appears in 1 contract
Unconditional Guarantee. Each Subsidiary Guarantor hereby unconditionally guarantees (a) In consideration of such guarantee to be referred to herein as the promises contained herein and other good and valuable consideration"Guarantee"), the receipt and sufficiency of which is hereby acknowledged, each of the Subsidiary Guarantors herebyon a senior subordinated --------- basis, jointly and severally, irrevocably and unconditionally guarantees and agrees subject to be liable on a senior basis Article Twelve, to each Holder of a Note Security 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 Securities or the Obligations obligations of the Company hereunder or any other Subsidiary Guarantor under this Indenture or the Notesthereunder, that: (ai) the principal ofof and interest on the Securities will be promptly paid in full when due, premiumsubject to any applicable grace period, whether at maturity, by acceleration or otherwise and interest on the overdue principal, if any, and interest on the Notes (and any Additional Interest payable thereon) shall be duly and punctually paid in full when dueinterest, whether at maturity, upon redemption (whether upon a Change of Control or pursuant to a Net Proceeds Offer or otherwise), by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interestlawful, if any, on of the Notes Securities and all other Obligations obligations of the Company or the Subsidiary Guarantors to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.7 hereof), shall will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (bii) in case of any extension of time of payment or renewal of any Notes Securities or of any of such other Obligations of the Companyobligations, 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, upon redemption, by acceleration or otherwise. Failing payment when due , subject, however, in the case of any amount so guaranteedclauses (i) and (ii) above, or failing performance of any other Obligation of the Company to the Holders or the Trustee under this Indenture or under the Notes, for whatever reason, each limitations set forth in Section 11.5. Each Subsidiary Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under each such Subsidiary Guarantee, and shall entitle the Holders or Trustee to accelerate the Obligations of the Subsidiary Guarantors under the Subsidiary Guarantees in the same manner and to the same extent as the Obligations of the Company hereunder or under the Notes.
(b) Each of the Subsidiary Guarantors hereby agrees that its Obligations under its Subsidiary Guarantee obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities with respect to any provisions hereof or thereof, any release of any other Subsidiary Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Subsidiary Guarantee is affixed to any particular Note, same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each of the Subsidiary Guarantors Guarantor hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Subsidiary this Guarantee shall will not be discharged except by complete performance of the Obligations obligations contained in the NotesSecurities, this Indenture and its Subsidiary in this Guarantee. Each Subsidiary Guarantee shall be a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to Company, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such any Subsidiary Guarantor, any amount paid by the Company or such any Subsidiary Guarantor to the Trustee or such Holder, the Subsidiary this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor shall further agree agrees that, as between iteach Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (ax) subject to this Article Ten, the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article Six hereof Seven for the purposes of its Subsidiary this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed therebyhereby, and (by) in the event of any acceleration of such Obligations obligations as provided in Article Six hereofSeven, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable jointly and severally by each Subsidiary Guarantor for the purpose of its Subsidiary this Guarantee.
Appears in 1 contract
Sources: Indenture (RSC Duval Inc)
Unconditional Guarantee. (a) In consideration Subject to the provisions of the promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledgedthis Article Eleven, each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally and irrevocably and unconditionally guarantees and agrees to be liable guarantees, on a senior subordinated basis (such guarantees to be referred to herein as a "GUARANTEE") to each Holder of a Note Security 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 Securities or the Obligations obligations of the Company or any other Subsidiary Guarantor under this Indenture Guarantors to the Holders or the NotesTrustee hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Notes (and any Additional Interest payable thereon) Securities shall be duly and punctually paid in full when due, whether at maturity, upon redemption (whether upon a Change at the option of Control or Holders pursuant to a Net Proceeds Offer or otherwise)the provisions of the Securities relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes Securities and all other Obligations obligations of the Company or the Subsidiary Guarantors to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.7 7.07 hereof), ) and all other obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes Securities or any of such other Obligations of the Companyobligations, the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at maturity, upon redemption, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other Obligation obligation of the Company to the Holders or the Trustee under this Indenture or under the NotesSecurities, for whatever reason, each Subsidiary Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes Securities shall constitute an event of default under each such Subsidiary Guaranteethe Guarantees, and shall entitle the Holders or Trustee of Securities to accelerate the Obligations obligations of the Subsidiary Guarantors under the Subsidiary Guarantees hereunder in the same manner and to the same extent as the Obligations obligations of the Company hereunder or under the Notes.
(b) Company. Each of the Subsidiary Guarantors hereby agrees that its Obligations under its Subsidiary Guarantee obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities with respect to any provisions hereof or thereof, any release of any other Subsidiary Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Subsidiary Guarantee is affixed to any particular NoteSecurity, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each of the Subsidiary Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee shall not be discharged except by complete performance of the Obligations obligations contained in the NotesSecurities, this Indenture and its Subsidiary Guaranteethe Guarantees. Each Subsidiary Guarantee shall be is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Subsidiary Guarantor, any amount paid by the Company or such Subsidiary Guarantor to the Trustee or such Holder, the Subsidiary each Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor shall further agree agrees that, as between it, on the one hand, and the Holders of Securities and the Trustee, on the other hand, (a) subject to this Article TenEleven, the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article Six hereof for the purposes of its Subsidiary Guaranteethe Guarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed therebyhereby, and (b) in the event of any acceleration of such Obligations obligations as provided in Article Six hereof, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable jointly and severally by each Subsidiary Guarantor the Guarantors for the purpose of the Guarantees. No stockholder, officer, director or employee, past, present or future, of any Guarantor, as such, shall have any personal liability under such Guarantor's Guarantee by reason of his, her or its Subsidiary Guaranteestatus as such stockholder, officer, director or employee.
Appears in 1 contract
Sources: Indenture (Avado Brands Inc)
Unconditional Guarantee. (a) In consideration Subject to the provisions of the promises contained herein and other good and valuable considerationthis Article Two, the receipt and sufficiency of which is hereby acknowledged, each of the Subsidiary Guarantors New Guarantor hereby, jointly and severally, unconditionally and irrevocably and unconditionally guarantees and agrees to be liable guarantees, on a senior basis (such guarantee to be referred to herein as a "Guarantee") 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 the Indenture, the Notes or the Obligations obligations of the Company Issuer or any other Subsidiary Guarantor under this Indenture to the Holders or the NotesTrustee thereunder, that: (a) the principal of, premium, if any, and interest on the Notes (and any Additional Interest payable thereon) shall be duly and punctually paid in full when due, whether at maturity, upon redemption (whether upon a Change ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ at the option of Control or Holders pursuant to a Net Proceeds Offer or otherwise)the provisions of the Notes relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes and all other Obligations obligations of the Company Issuer or the Subsidiary Guarantors New Guarantor to the Holders or the Trustee hereunder thereunder or thereunder under the Indenture (including amounts due to the Trustee under Section 7.7 hereof), Article 7.07 of the Indenture) and all other obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations of the Companyobligations, the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at maturity, upon redemption, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other Obligation obligation of the Company Issuer to the Holders or under the Trustee under this Indenture or under the Notes, for whatever reason, each Subsidiary the New Guarantor shall be obligated obliged to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this the Indenture or the Notes shall constitute an event of default under each such Subsidiary this Guarantee, and shall entitle the Holders or Trustee of Notes to accelerate the Obligations obligations of the Subsidiary Guarantors under the Subsidiary Guarantees New Guarantor hereunder in the same manner and to the same extent as the Obligations obligations of the Company hereunder or under the Notes.
(b) Each of the Subsidiary Guarantors Issuer. The New Guarantor hereby agrees that its Obligations under its Subsidiary Guarantee obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this the 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 thereofhereof or of the Notes or the Indenture, any release of any other Subsidiary Guarantor, the recovery of any judgment against the CompanyIssuer, any action to enforce the same, whether or not a Subsidiary Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorthe New Guarantor. Each of To the Subsidiary Guarantors fullest extent permitted by law, the New Guarantor hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee shall not be discharged except by complete performance of the Obligations obligations contained in the Notes, this the Indenture and its Subsidiary this Guarantee. Each Subsidiary The Guarantee shall be is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company Issuer or to any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company Issuer or such Subsidiary the New Guarantor, any amount paid by the Company Issuer or such Subsidiary any Guarantor to the Trustee or such Holder, the Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary The New Guarantor shall further agree agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article TenTwo, the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article Six hereof of the Indenture for the purposes of its Subsidiary the Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed therebyhereby, and (b) in the event of any acceleration of such Obligations obligations as provided in Article Six hereofof the Indenture, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable jointly and severally by each Subsidiary the New Guarantor for the purpose of this Guarantee. If the New Guarantor makes a payment or distribution under its Subsidiary Guarantee, it shall be entitled to a contribution from each other Guarantor in an amount pro rata based on the net assets of each Guarantor determined in accordance with GAAP.
Appears in 1 contract
Unconditional Guarantee. (a) In consideration Subject to the provisions of the promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledgedthis Article Eleven, each of the Subsidiary Guarantors Guarantors, shall hereby, jointly and severally, unconditionally and irrevocably and unconditionally guarantees and agrees to be liable guarantee, on a senior subordinated basis (such guarantees to be referred to herein as the “Guarantees”) to each Holder of a Note Security 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 Securities or the Obligations obligations of the Company Issuers or any other Subsidiary Guarantor under this Indenture Guarantors to the Holders or the NotesTrustee hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Notes (and any Additional Interest payable thereon) Securities shall be duly and punctually paid in full when due, whether at maturity, upon redemption (whether upon a Change at the option of Control or Holders pursuant to a Net Proceeds Offer or otherwise)the provisions of the Securities relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes Securities and all other Obligations obligations of the Company Issuers or the Subsidiary Guarantors to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.7 7.07 hereof), ) and all other obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes Securities or any of such other Obligations of the Companyobligations, the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at maturity, upon redemption, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other Obligation obligation of the Company Issuers to the Holders or the Trustee under this Indenture or under the NotesSecurities, for whatever reason, each Subsidiary Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes Securities shall constitute an event of default under each such Subsidiary Guaranteethe Guarantees, and shall entitle the Holders or Trustee of Securities to accelerate the Obligations obligations of the Subsidiary Guarantors under the Subsidiary Guarantees hereunder in the same manner and to the same extent as the Obligations obligations of the Company hereunder or under the Notes.
(b) Issuers. Each of the Subsidiary Guarantors Guarantors, shall hereby agrees agree that its Obligations under its Subsidiary Guarantee obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities with respect to any provisions hereof or thereof, any release of any other Subsidiary Guarantor, the recovery of any judgment against the CompanyIssuers, any action to enforce the same, whether or not a Subsidiary Guarantee is affixed to any particular NoteSecurity, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each of the Subsidiary Guarantors Guarantors, shall hereby waives waive the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuers, any right to require a proceeding first against the CompanyIssuers, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee shall not be discharged except by complete performance of the Obligations obligations contained in the NotesSecurities, this Indenture and its Subsidiary Guaranteethe Guarantees. Each Subsidiary Guarantee shall be is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company Issuers or to any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company such Issuers or such Subsidiary Guarantor, any amount paid by the Company such Issuers or such Subsidiary Guarantor to the Trustee or such Holder, the Subsidiary each Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor Guarantor, shall hereby further agree that, as between it, on the one hand, and the Holders of Securities and the Trustee, on the other hand, (a) subject to this Article TenEleven, the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article Six hereof for the purposes of its Subsidiary Guaranteethe Guarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed therebyhereby, and (b) in the event of any acceleration of such Obligations obligations as provided in Article Six hereof, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable jointly and severally by each Subsidiary Guarantor the Guarantors for the purpose of the Guarantees. No Affiliate, stockholder, officer, director, limited liability company member or employee, past, present or future, of any Guarantor, as such, shall have any personal liability under such Guarantor’s Guarantee by reason of his, her or its Subsidiary Guaranteestatus as such Affiliate, stockholder, officer, director, limited liability company member or employee. The obligations of each Guarantor to the Holders of the Securities and to the Trustee pursuant to the Guarantee of such Guarantor and this Indenture are expressly subordinate and subject in right of payment to the prior payment in full in cash or Cash Equivalents of all Guarantor Senior Debt of such Guarantor, to the extent and in the manner provided in Article Twelve.
Appears in 1 contract
Sources: Indenture (Quality Distribution Inc)
Unconditional Guarantee. (a) In consideration Notwithstanding any provision of this Article XIV to the contrary, the provisions of this Article XIV shall be applicable only to, and inure solely to the benefit of, the Debt Securities of any series designated, pursuant to Section 2.03, as entitled to the benefits of the promises contained herein and other good and valuable consideration, Guarantee of each of the receipt and sufficiency of which is hereby acknowledgedSubsidiary Guarantors.
(b) For value received, each of the Subsidiary Guarantors herebyhereby fully, jointly unconditionally and severally, irrevocably and unconditionally absolutely guarantees and agrees (the "Guarantee") to be liable on a senior basis to each Holder of a Note authenticated and delivered by the Trustee Holders and to the Trustee the due and its successors and assigns, irrespective punctual payment of the validity and enforceability of this Indenture, the Notes or the Obligations of the Company or any other Subsidiary Guarantor under this Indenture or the Notes, that: (a) the principal of, and premium, if any, and interest on the Notes (Debt Securities and any Additional Interest all other amounts due and payable thereon) shall be duly under this Indenture and punctually paid in full the Debt Securities by the Partnership, when dueand as such principal, whether at maturity, upon redemption (whether upon a Change of Control or pursuant to a Net Proceeds Offer or otherwise), by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interestpremium, if any, on and interest shall become due and payable, whether at the Notes and all other Obligations stated maturity or by declaration of the Company acceleration, call for redemption or the Subsidiary Guarantors otherwise, according to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.7 hereof), shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations of the Company, the same shall be promptly paid in full when due or performed in accordance with the terms of extension or renewalthe Debt Securities and this Indenture, whether at maturitysubject to (i) the limitations set forth in Section 14.03 and (ii) in the case of the Guarantee of the Subordinated Debt Securities, upon redemption, by acceleration or otherwise. to the subordination provisions contained in Article XII.
(c) Failing payment when due of any amount so guaranteed, or failing performance of any other Obligation of the Company guaranteed pursuant to the Holders or the Trustee under this Indenture or under the NotesGuarantee, for whatever reason, each Subsidiary Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under each such Subsidiary Guarantee, and shall entitle the Holders or Trustee to accelerate the Obligations of the Subsidiary Guarantors under will be jointly and severally obligated to pay the same immediately, subject, in the case of the Guarantee of the Subordinated Debt Securities, to the subordination provisions contained in Article XII. The Guarantee hereunder (other than the Guarantee of Subordinated Debt Securities) is intended to be a general, unsecured, senior obligation of each of the Subsidiary Guarantees Guarantors and will rank pari passu in the same manner and right of payment with all Debt of such Subsidiary Guarantor that is not, by its terms, expressly subordinated in right of payment to the same extent as the Obligations of the Company hereunder or under the Notes.
(b) Guarantee. Each of the Subsidiary Guarantors hereby agrees that its Obligations under its Subsidiary Guarantee obligations hereunder, shall be unconditionalfull, unconditional and absolute, irrespective of the 60 validity, regularity or enforceability of the Notes Debt Securities, the Guarantee (including the Guarantee of any other Subsidiary Guarantor) or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Debt Securities with respect to any provisions hereof or thereof, any release of any other Subsidiary Guarantor, the recovery of any judgment against the CompanyPartnership or any other Subsidiary Guarantor, or any action to enforce the same, whether or not a Subsidiary Guarantee is affixed to any particular Note, same or any other circumstance circumstances which might otherwise constitute a legal or equitable discharge or defense of a guarantorthe Subsidiary Guarantors. Each of the Subsidiary Guarantors hereby waives agrees that in the event of a default in payment of the principal of, or premium, if any, or interest on the Debt Securities, whether at the stated maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.04, by the Holders, on the terms and conditions set forth in this Indenture, directly against such Subsidiary Guarantor to enforce the Guarantee without first proceeding against the Partnership or any other Subsidiary Guarantor.
(d) The obligations of each of the Subsidiary Guarantors under this Article XIV shall be as aforesaid full, unconditional and absolute and shall not be impaired, modified, released or limited by any occurrence or condition whatsoever, including, without limitation, (A) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of the Partnership or any of the Subsidiary Guarantors contained in the Debt Securities or this Indenture, (B) any impairment, modification, release or limitation of the liability of the Partnership, any of the Subsidiary Guarantors or either of their estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable Bankruptcy Law, as amended, or other statute or from the decision of any court, (C) the assertion or exercise by the Partnership, any of the Subsidiary Guarantors or the Trustee of any rights or remedies under the Debt Securities or this Indenture or their delay in or failure to assert or exercise any such rights or remedies, (D) the assignment or the purported assignment of any property as security for the Debt Securities, including all or any part of the rights of the Partnership or any of the Subsidiary Guarantors under this Indenture, (E) the extension of the time for payment by the Partnership or any of the Subsidiary Guarantors of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of the Debt Securities or this Indenture or of the time for performance by the Partnership or any of the Subsidiary Guarantors of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (F) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Partnership or any of the Subsidiary Guarantors set forth in this Indenture, (G) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting, the Partnership or any of the Subsidiary Guarantors or any of their respective assets, or the disaffirmance of the Debt Securities, the Guarantee or this Indenture in any such proceeding, (H) the release or discharge of the Partnership or any of the Subsidiary Guarantors from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (I) the unenforceability of the Debt Securities, the Guarantee or this Indenture or (J) any other circumstances which might otherwise constitute a legal or equitable discharge of a surety or guarantor.
(e) Each of the Subsidiary Guarantors hereby (A) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the CompanyPartnership or any of the Subsidiary Guarantors, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever whatsoever, (B) acknowledges that any agreement, instrument or document evidencing the Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantee without notice to it and (C) covenants that its Subsidiary the Guarantee shall will not be discharged except by complete performance of the Obligations contained in the Notes, this Indenture and its Subsidiary Guarantee. Each of the Subsidiary Guarantors further agrees that if at any time all or any part of any payment theretofore applied by any Person to the Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of the Partnership or any of the Subsidiary Guarantors, the Guarantee shall, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and the Guarantee shall continue to be a guarantee effective or be reinstated, as the case may be, as though such application had not been made.
(f) Each of payment the Subsidiary Guarantors shall be subrogated to all rights of the Holders and not of collection. If any Holder or the Trustee is required against the Partnership in respect of any amounts paid by any court or otherwise to return such Subsidiary Guarantor pursuant to the Company or to any Subsidiary Guarantorprovisions of this Indenture, or any custodianprovided, trusteehowever, liquidator or other similar official acting in relation to the Company or that such Subsidiary Guarantor, shall not be entitled to enforce or to receive any amount payments arising out of, or based upon, such right of subrogation until all of the Debt Securities and the Guarantee shall have been paid by the Company or such Subsidiary Guarantor to the Trustee or such Holder, the Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor shall further agree that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (a) subject to this Article Ten, the maturity of the Obligations guaranteed may be accelerated as provided in Article Six hereof for the purposes of its Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed thereby, and (b) in the event of any acceleration of such Obligations as provided in Article Six hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable jointly and severally by each Subsidiary Guarantor for the purpose of its Subsidiary Guaranteedischarged.
Appears in 1 contract
Unconditional Guarantee. (a) In consideration Subject to the provisions of the promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledgedthis Article Ten, each of the Subsidiary Guarantors Guarantors, if any, hereby, jointly and severally, unconditionally and irrevocably and unconditionally guarantees and agrees to be liable guarantees, on a senior unsecured basis to each Holder of a Note Security 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 obligations of the Company Issuer or any other Subsidiary Guarantor under this Indenture Guarantors to the Holders or the Notes, thatTrustee hereunder or thereunder: (a) (x) the due and punctual payment of the principal of, premium, if any, and interest on the Notes (when and any Additional Interest payable thereon) as the same shall be duly become due and punctually paid in full when duepayable, whether at maturity, upon redemption (whether upon a Change of Control or pursuant to a Net Proceeds Offer or otherwise)repurchase, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes and (z) the due and punctual payment and performance of all other Obligations obligations of the Company or Issuer and all other obligations of the Subsidiary other Guarantors (including under the Guarantees), in each case, to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.7 7.07 hereof), shall be promptly paid in full or performed, all in accordance with the terms hereof and thereofthereof (collectively, the “Guarantee Obligations”); and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations of the Companyobligations, the same shall be promptly paid in full when due or performed and punctual payment and performance of Guarantee Obligations in accordance with the terms of the extension or renewal, whether at maturity, upon redemptionredemption or repurchase, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other Obligation obligation of the Company Issuer to the Holders or the Trustee under this Indenture or under the Notes, for whatever reason, each Subsidiary Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under each such Subsidiary Guaranteethe Guarantees, and shall entitle the Holders or Trustee to accelerate the Obligations obligations of the Subsidiary Guarantors under the Subsidiary Guarantees thereunder in the same manner and to the same extent as the Obligations obligations of the Company hereunder or under the Notes.
(b) Issuer. Each of the Subsidiary Guarantors Guarantors, if any, hereby agrees that its Obligations under its Subsidiary Guarantee 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, any release of any other Subsidiary Guarantor, the recovery of any judgment against the CompanyIssuer, any action to enforce the same, whether or not a Subsidiary Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each of the Subsidiary Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee shall not be discharged except by complete performance of the Obligations obligations contained in the Notes, this Indenture and its Subsidiary the Guarantee. Each Subsidiary The Guarantee shall be is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company Issuer or to any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company Issuer or such Subsidiary Guarantor, any amount paid by the Company Issuer or such Subsidiary Guarantor to the Trustee or such Holder, the Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor shall further agree agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article Ten, the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article Six hereof for the purposes of its Subsidiary the Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed therebyhereby, and (b) in the event of any acceleration of such Obligations obligations as provided in Article Six hereof, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable jointly and severally by each Subsidiary Guarantor the Guarantors for the purpose of its Subsidiary the Guarantee.
Appears in 1 contract
Sources: Second Supplemental Indenture (Warner Music Group Corp.)
Unconditional Guarantee. (a) In consideration Subject to the provisions of the promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledgedthis Article Eleven, each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally and irrevocably and unconditionally guarantees and agrees to be liable guarantees, on a senior subordinated basis (such guarantees to be referred to herein as the "Guarantee") 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 obligations of the Company or any other Subsidiary Guarantor under this Indenture Guarantors to the Holders or the NotesTrustee hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Notes (and any Additional Interest payable thereon) shall be duly and punctually paid in full when due, whether at maturity, upon redemption (whether upon a Change at the option of Control or Holders pursuant to a Net Proceeds Offer or otherwise)the provisions of the Notes relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes and all other Obligations obligations of the Company or the Subsidiary Guarantors to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.7 7.07 hereof), ) and all other obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations of the Companyobligations, the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at maturity, upon redemption, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other Obligation obligation of the Company to the Holders or the Trustee under this Indenture or under the Notes, for whatever reason, each Subsidiary Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under each such Subsidiary this Guarantee, and shall entitle the Holders or Trustee of Notes to accelerate the Obligations obligations of the Subsidiary Guarantors under the Subsidiary Guarantees hereunder in the same manner and to the same extent as the Obligations obligations of the Company hereunder or under the Notes.
(b) Company. Each of the Subsidiary Guarantors hereby agrees that its Obligations under its Subsidiary Guarantee 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, any release of any other Subsidiary Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Subsidiary Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorSubsidiary Guarantor. Each of the Subsidiary Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee shall not be discharged except by complete performance of the Obligations obligations contained in the Notes, this Indenture and its Subsidiary this Guarantee. Each Subsidiary This Guarantee shall be is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Subsidiary Guarantor, any amount paid by the Company or such Subsidiary Guarantor to the Trustee or such Holder, the Subsidiary this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor shall further agree agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article TenEleven, the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article Six hereof for the purposes of its Subsidiary this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed therebyhereby, and (b) in the event of any acceleration of such Obligations obligations as provided in Article Six hereof, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable jointly and severally by each the Subsidiary Guarantor Guarantors for the purpose of this Guarantee. No stockholder, officer, director, employee or incorporator, past, present or future, or any Subsidiary Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its status as such stockholder, officer, director, employee or incorporator. Each Subsidiary GuaranteeGuarantor that makes a payment or distribution under its Guarantee shall be entitled to a contribution from each other Subsidiary Guarantor, determined in accordance with GAAP.
Appears in 1 contract
Sources: Indenture (Armstrong Containers Inc)
Unconditional Guarantee. (a) In consideration Subject to the provisions of the promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledgedthis Article Ten, each of the Subsidiary Guarantors Guarantor hereby, jointly and severally, unconditionally and irrevocably and unconditionally guarantees and agrees to be liable guarantees, on a senior basis (such guarantee to be referred to herein as a "Guarantee") 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 obligations of the Company or any other Subsidiary Guarantor under this Indenture to the Holders or the NotesTrustee hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Notes (and any Additional Interest payable thereon) shall be duly and punctually paid in full when due, whether at maturity, upon redemption (whether upon a Change at the option of Control or Holders pursuant to a Net Proceeds Offer or otherwise)the provisions of the Notes relating thereto, by acceleration or otherwise, and interest on the overdue principal principal, overdue premium, if any, and (overdue installments of interest, to the extent permitted by law) interest, if anylawful, on the Notes and all other Obligations obligations of the Company or the Subsidiary Guarantors to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.7 hereof), 7.07) and all other obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations of the Companyobligations, the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at maturity, upon redemption, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other Obligation obligation of the Company to the Holders or the Trustee under this Indenture or under the Notes, for whatever reason, each Subsidiary Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under each such Subsidiary this Guarantee, and shall entitle the Holders or Trustee of Notes to accelerate the Obligations obligations of the Subsidiary Guarantors under the Subsidiary Guarantees hereunder in the same manner and to the same extent as the Obligations obligations of the Company hereunder or under the Notes.
(b) Company. Each of the Subsidiary Guarantors hereby agrees that its Obligations under its Subsidiary Guarantee 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, any release of any other Subsidiary Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Subsidiary Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each of the Subsidiary Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee shall not be discharged except by complete performance of the Obligations obligations contained in the Notes, this Indenture and its Subsidiary this Guarantee. Each Subsidiary This Guarantee shall be is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Subsidiary Guarantor, any amount paid by the Company or such Subsidiary Guarantor to the Trustee or such Holder, the Subsidiary this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor shall further agree agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article Ten, the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article Six hereof for the purposes of its Subsidiary this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed therebyhereby, and (b) in the event of any acceleration of such Obligations obligations as provided in Article Six hereofSix, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable jointly and severally by each Subsidiary Guarantor the Guarantors for the purpose of this Guarantee. No stockholder, officer, director, employee, agent or incorporator, past, present or future, or any Guarantor , as such, shall have any personal liability under this Guarantee by reason of his, her or its Subsidiary Guaranteestatus as such stockholder, officer, director, employee, agent or incorporator. Each Guarantor that makes a payment or distribution under its Guarantee shall be entitled to a contribution from each other Guarantor in an amount pro rata, based on the net assets of each Guarantor, determined in accordance with GAAP.
Appears in 1 contract
Sources: Indenture (Vista Eyecare Inc)
Unconditional Guarantee. (a) In consideration Subject to the provisions of the promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledgedthis Article Thirteen, each of the Subsidiary Guarantors hereby, Guarantor hereby jointly and severally, severally unconditionally and irrevocably and unconditionally guarantees and agrees (such guarantee to be liable on referred to herein as a senior basis "Guarantee") to each Holder of a Note Security 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 Securities or the Obligations obligations of the Company or any other Subsidiary Guarantor under this Indenture Guarantors to the Holders or the NotesTrustee hereunder or thereunder, that: (a) the principal of, premium, if any, of and interest on the Notes Securities (and any Additional Interest Amounts payable thereon) and any other amounts owing in respect of the Securities shall be duly and punctually paid in full when due, whether at maturity, upon redemption (whether upon a Change of Control or prepayment pursuant to a Net Proceeds Offer or otherwise)the provisions of Article Eleven hereof and the Securities relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interestinterest and Additional Amounts, if any, on the Notes Securities and all other Obligations obligations of the Company or the Subsidiary Guarantors to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.7 6.07 hereof), ) and all other Indenture Obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes Securities or any of such other Obligations of the CompanyIndenture Obligations, the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at maturity, upon redemption, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other Obligation obligation of the Company to the Holders or the Trustee under this Indenture or under the NotesHolders, for whatever reason, each Subsidiary Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes Securities shall constitute an event of default under each such Subsidiary this Guarantee, and shall entitle the Holders or Trustee of Securities to accelerate the Obligations obligations of the Subsidiary Guarantors under the Subsidiary Guarantees hereunder in the same manner and to the same extent as the Obligations obligations of the Company hereunder or under the Notes.
(b) Company. Each of the Subsidiary Guarantors hereby agrees that its Obligations under its Subsidiary Guarantee obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities 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, any release of any other Subsidiary Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Subsidiary Guarantee is affixed to any particular NoteSecurity, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each of the Subsidiary Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee shall not be discharged except by complete performance of the Obligations obligations contained in the NotesSecurities, this Indenture and its Subsidiary this Guarantee. Each Subsidiary This Guarantee shall be is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Subsidiary Guarantor, any amount paid by the Company or such Subsidiary Guarantor to the Trustee or such Holder, the Subsidiary this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor shall further agree agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (a) subject to this Article TenThirteen, the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article Six Five hereof for the purposes of its Subsidiary this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed therebyhereby, and (b) in the event of any acceleration of such Obligations obligations as provided in Article Six Five hereof, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable jointly and severally by each Subsidiary Guarantor the Guarantors for the purpose of this Guarantee. This Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the 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 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 Securities are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Securities, 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 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. The Guarantors hereby agree that the obligations of each Guarantor hereunder at any time shall be limited to the maximum amount as will result in the obligations of such Guarantor hereunder not constituting a fraudulent transfer or conveyance. No stockholder, officer, director, employee or incorporator, past, present or future, or any Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its Subsidiary status as such stockholder, officer, director, employee or incorporator. 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 this Guarantee.
(b) To further evidence the Guarantee set forth in Section 13.01(a), each Guarantor hereby agrees that a notation of such Guarantee, substantially in the form included in Section 2.07, shall be endorsed on each Security authenticated and delivered by the Trustee and such Guarantee shall be executed by either manual or facsimile signature of a legal representative of each Guarantor. The validity and enforceability of any Guarantee shall not be affected by the fact that it is not affixed to any particular Security. Each Guarantor hereby agrees that its Guarantee set forth in Section 13.01(a) shall remain in full force and effect notwithstanding any failure to endorse on each Security an notation of such Guarantee. If a legal representative of a Guarantor whose signature is on this Indenture or a notation of Guarantee ceases to be a legal representative of such Guarantor at the time the Trustee authenticates the Security on which such Guarantee is endorsed or at any time thereafter, such Guarantor's Guarantee of such Security shall be valid nevertheless. The delivery of any Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of any Guarantee set forth in this Indenture on behalf of the Guarantor.
Appears in 1 contract
Unconditional Guarantee. (a) In consideration Subject to the provisions of the promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledgedthis Article Eleven, each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally and irrevocably and unconditionally guarantees and agrees to be liable guarantees, on a senior subordinated basis (such guarantees to be referred to herein as a "Guarantee") to each Holder of a Note Security authenticated and --------- delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of -91- this Indenture, the Notes Securities or the Obligations obligations of the Company or any other Subsidiary Guarantor under this Indenture Guarantors to the Holders or the NotesTrustee hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Notes (and any Additional Interest payable thereon) Securities shall be duly and punctually paid in full when due, whether at maturity, upon redemption (whether upon a Change at the option of Control or Holders pursuant to a Net Proceeds Offer or otherwise)the provisions of the Securities relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes Securities and all other Obligations obligations of the Company or the Subsidiary Guarantors to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.7 7.07 hereof), ) and all other obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes Securities or any of such other Obligations of the Companyobligations, the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at maturity, upon redemption, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other Obligation obligation of the Company to the Holders or the Trustee under this Indenture or under the NotesSecurities, for whatever reason, each Subsidiary Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes Securities shall constitute an event of default under each such Subsidiary this Guarantee, and shall entitle the Holders or Trustee of Securities to accelerate the Obligations obligations of the Subsidiary Guarantors under the Subsidiary Guarantees hereunder in the same manner and to the same extent as the Obligations obligations of the Company hereunder or under the Notes.
(b) Company. Each of the Subsidiary Guarantors hereby agrees that its Obligations under its Subsidiary Guarantee obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities with respect to any provisions hereof or thereof, any release of any other Subsidiary Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Subsidiary Guarantee is affixed to any particular NoteSecurity, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each of the Subsidiary Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee shall not be discharged except by complete performance of the Obligations obligations contained in the NotesSecurities, this Indenture and its Subsidiary this Guarantee. Each Subsidiary This Guarantee shall be is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Subsidiary Guarantor, any amount paid by the Company or such Subsidiary Guarantor to the Trustee or such Holder, the Subsidiary this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor shall further agree agrees that, as between it, on the one hand, and the Holders of Securities and the Trustee, on the other hand, (a) subject to this Article TenEleven, the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article Six hereof for the purposes of its Subsidiary this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed therebyhereby, and (b) in the event of any acceleration of such Obligations obligations as provided in Article Six hereof, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable jointly and severally by each Subsidiary Guarantor the Guarantors for the purpose of this Guarantee. No stockholder, officer, director, employee or incorporator, past, present or future, or any Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its Subsidiary Guaranteestatus as such stockholder, officer, director, employee or incorporator. Each Guarantor that makes a payment or distribution under its Guarantee shall be entitled to a contribution from each other Guarantor, determined in accordance with GAAP.
Appears in 1 contract
Sources: Indenture (Alliance Imaging of Central Georgia Inc)
Unconditional Guarantee. (a) In consideration Notwithstanding any provision of this Article XIV to the contrary, the provisions of this Article XIV shall be applicable only to, and inure solely to the benefit of, the Debt Securities of any series designated, pursuant to Section 2.03, as entitled to the benefits of the promises contained herein and other good and valuable consideration, Guarantee of each of the receipt and sufficiency of which is hereby acknowledgedSubsidiary Guarantors.
(b) For value received, each of the Subsidiary Guarantors herebyhereby fully, jointly unconditionally and severally, irrevocably and unconditionally absolutely guarantees and agrees (the “Guarantee”) to be liable on a senior basis to each Holder of a Note authenticated and delivered by the Trustee Holders and to the Trustee the due and its successors and assigns, irrespective punctual payment of the validity and enforceability of this Indenture, the Notes or the Obligations of the Company or any other Subsidiary Guarantor under this Indenture or the Notes, that: (a) the principal of, and premium, if any, and interest on the Notes (Debt Securities and any Additional Interest all other amounts due and payable thereon) shall be duly under this Indenture and punctually paid in full the Debt Securities by the Issuers, when dueand as such principal, whether at maturity, upon redemption (whether upon a Change of Control or pursuant to a Net Proceeds Offer or otherwise), by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interestpremium, if any, on and interest shall become due and payable, whether at the Notes and all other Obligations Stated Maturity or by declaration of the Company acceleration, call for redemption or the Subsidiary Guarantors otherwise, according to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.7 hereof), shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations of the Company, the same shall be promptly paid in full when due or performed in accordance with the terms of extension or renewalthe Debt Securities and this Indenture, whether at maturitysubject to the limitations set forth in Section 14.03 and (ii) in the case of the Guarantee of the Subordinated Debt Securities, upon redemption, by acceleration or otherwise. to the subordination provisions contained in Article XII.
(c) Failing payment when due of any amount so guaranteed, or failing performance of any other Obligation of the Company guaranteed pursuant to the Holders or the Trustee under this Indenture or under the NotesGuarantee, for whatever reason, each Subsidiary Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under each such Subsidiary Guarantee, and shall entitle the Holders or Trustee to accelerate the Obligations of the Subsidiary Guarantors under will be jointly and severally obligated to pay the same immediately, subject, in the case of the Guarantee of the Subordinated Debt Securities, to the subordination provisions contained in Article XII. The Guarantee hereunder (other than the Guarantee of the Subordinated Debt Securities) is intended to be a general, unsecured, senior obligation of each of the Subsidiary Guarantees Guarantors and will rank pari passu in the same manner and right of payment with all Debt of each Subsidiary Guarantor that is not, by its terms, expressly subordinated in right of payment to the same extent as the Obligations of the Company hereunder or under the Notes.
(b) Guarantee. Each of the Subsidiary Guarantors hereby agrees that its Obligations under its Subsidiary Guarantee obligations hereunder shall be unconditionalfull, unconditional and absolute, irrespective of the validity, regularity or enforceability of the Notes Debt Securities, the Guarantee (including the Guarantee of any other Subsidiary Guarantor) or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Debt Securities with respect to any provisions hereof or thereof, any release of any other Subsidiary Guarantor, the recovery of any judgment against the CompanyIssuers or any other Subsidiary Guarantor, or any action to enforce the same, whether or not a Subsidiary Guarantee is affixed to any particular Note, same or any other circumstance circumstances which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each any of the Subsidiary Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee shall not be discharged except by complete performance of the Obligations contained in the Notes, this Indenture and its Subsidiary Guarantee. Each Subsidiary Guarantee shall be a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Subsidiary Guarantor, any amount paid by the Company or such Subsidiary Guarantor to the Trustee or such Holder, the Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor shall further agree that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (a) subject to this Article Ten, the maturity of the Obligations guaranteed may be accelerated as provided in Article Six hereof for the purposes of its Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed thereby, and (b) in the event of any acceleration of such Obligations as provided in Article Six hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable jointly and severally by each Subsidiary Guarantor for the purpose of its Subsidiary Guarantee.Subsidiary
Appears in 1 contract
Sources: Subordinated Indenture (Turkey Creek Pipeline, LLC)
Unconditional Guarantee. (a) In consideration of the promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is Each Subsidiary Guarantor hereby acknowledged, each of the Subsidiary Guarantors herebyunconditionally, jointly and severally, irrevocably and unconditionally guarantees and agrees (each such guarantee being referred to be liable on a senior basis herein as this "Subsidiary Guarantee," with all such guarantees being referred to herein as the "Subsidiary Guarantees") to each Holder of a Note Securities authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective the full and prompt performance of the validity and enforceability of this Indenture, the Notes or the Obligations of the Company or any other Subsidiary Guarantor Company's obligations under this Indenture or and the Notes, Securities and that: :
(a1) the principal of, of (and premium, if any, on) and interest on the Notes (and any Additional Interest payable thereon) shall Securities will be duly and punctually promptly paid in full when due, whether at maturity, upon by acceleration, redemption (whether upon a Change of Control or pursuant to a Net Proceeds Offer or otherwise), by acceleration or otherwise, and interest on the overdue principal of and (to interest on the extent permitted by law) interestSecurities, if any, on to the Notes extent lawful, and all other Obligations obligations of the Company or the Subsidiary Guarantors to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.7 hereof), shall will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and
(b2) in case of any extension of time of payment or renewal of any Notes Securities or of any of such other Obligations of the Companyobligations, 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 maturity, upon redemption, Stated Maturity by acceleration or otherwise; subject however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 13.4 hereof. Failing payment when due of any amount so guaranteed, guaranteed or failing any performance of any other Obligation of the Company to the Holders or the Trustee under this Indenture or under the Notes, so guaranteed for whatever reason, each the Subsidiary Guarantor shall Guarantors will be jointly and severally obligated to pay, or to perform or cause the performance of, pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under each such Each Subsidiary Guarantee, and shall entitle the Holders or Trustee to accelerate the Obligations of the Subsidiary Guarantors under the Subsidiary Guarantees in the same manner and to the same extent as the Obligations of the Company hereunder or under the Notes.
(b) Each of the Subsidiary Guarantors Guarantor hereby agrees that its Obligations under its Subsidiary Guarantee shall obligations hereunder shall, to the extent permitted by law be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities with respect to any provisions hereof or thereof, any release of any other Subsidiary Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Subsidiary Guarantee is affixed to any particular Note, same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each of Subsidiary Guarantor hereby waves, to the Subsidiary Guarantors hereby waives the benefit of extent permitted by law, diligence, presentment, demand of payment, filing of claims claim with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee shall will not be discharged except by complete performance of the Obligations obligations contained in the NotesSecurities, this Indenture and its in this Subsidiary Guarantee. Each Subsidiary Guarantee shall be a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to Company, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such any Subsidiary Guarantor, any amount paid by the Company or such any Subsidiary Guarantor to the Trustee or such Holder, the this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees it shall not be entitled to enforce 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 Subsidiary Guarantor further agree agrees that, as between iteach Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (a) subject to this Article Ten, the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article Six V hereof for the purposes of its this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed therebyhereby, and (b) in the event of any acceleration of such Obligations obligations as provided in Article Six V hereof, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable jointly and severally by each Subsidiary Guarantor for the purpose of its this Subsidiary Guarantee.
Appears in 1 contract
Unconditional Guarantee. (a) In consideration Subject to the provisions of the promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledgedthis Article Eleven, each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally and irrevocably and unconditionally guarantees and agrees to be liable guarantees, on a senior subordinated basis (such guarantees to be referred to herein as the “Guarantee”) 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 obligations of the Company or any other Subsidiary Guarantor under this Indenture Guarantors to the Holders or the NotesTrustee hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Notes (and any Additional Interest payable thereon) shall be duly and punctually paid in full when due, whether at maturity, upon redemption (whether upon a Change at the option of Control or Holders pursuant to a Net Proceeds Offer or otherwise)the provisions of the Notes relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes and all other Obligations obligations of the Company or the Subsidiary Guarantors to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.7 7.07 hereof), ) and all other obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations of the Companyobligations, the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at maturity, upon redemption, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other Obligation obligation of the Company to the Holders or the Trustee under this Indenture or under the Notes, for whatever reason, each Subsidiary Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under each such Subsidiary this Guarantee, and shall entitle the Holders or Trustee of Notes to accelerate the Obligations obligations of the Subsidiary Guarantors under the Subsidiary Guarantees hereunder in the same manner and to the same extent as the Obligations obligations of the Company hereunder or under the Notes.
(b) Company. Each of the Subsidiary Guarantors hereby agrees that its Obligations under its Subsidiary Guarantee 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, any release of any other Subsidiary Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Subsidiary Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each of the Subsidiary Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee shall not be discharged except by complete performance of the Obligations obligations contained in the Notes, this Indenture and its Subsidiary this Guarantee. Each Subsidiary This Guarantee shall be is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Subsidiary Guarantor, any amount paid by the Company or such Subsidiary Guarantor to the Trustee or such Holder, the Subsidiary this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor shall further agree agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article TenEleven, the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article Six hereof for the purposes of its Subsidiary this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed therebyhereby, and (b) in the event of any acceleration of such Obligations obligations as provided in Article Six hereof, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable jointly and severally by each Subsidiary Guarantor the Guarantors for the purpose of this Guarantee. No stockholder, officer, director, employee or incorporator, past, present or future, or any Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its Subsidiary Guaranteestatus as such stockholder, officer, director, employee or incorporator. Each Guarantor that makes a payment or distribution under its Guarantee shall be entitled to a contribution from each other Guarantor in an amount pro rata, based on the net assets of each Guarantor, determined in accordance with GAAP.
Appears in 1 contract
Unconditional Guarantee. (a) In consideration Subject to the provisions of the promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledgedthis Article XI, each of the Subsidiary Guarantors Guarantor hereby, jointly and severally, unconditionally and irrevocably and unconditionally guarantees and agrees to be liable guarantees, on a senior basis (such guarantee to be referred to herein as a "GUARANTEE") 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 obligations of the Company Issuer or any other Subsidiary Guarantor under this Indenture to the Holders or the NotesTrustee hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Notes (and any Additional Interest payable thereon) shall be duly and punctually paid in full when due, whether at maturity, upon redemption (whether redemption, upon a Change repurchase at the option of Control or Holders pursuant to a Net Proceeds Offer or otherwise)▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ting thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes and all other Obligations obligations of the Company Issuer or the Subsidiary Guarantors Guarantor to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.7 7.07 hereof), ) and all other obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations of the Companyobligations, the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at maturity, upon redemption, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other Obligation obligation of the Company Issuer to the Holders or the Trustee under this Indenture or under the Notes, for whatever reason, each Subsidiary Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under each such Subsidiary this Guarantee, and shall entitle the Holders or Trustee of Notes to accelerate the Obligations obligations of the Subsidiary Guarantors under the Subsidiary Guarantees Guarantor hereunder in the same manner and to the same extent as the Obligations obligations of the Company hereunder or under the Notes.
(b) Issuer. Each of the Subsidiary Guarantors hereby agrees that its Obligations under its Subsidiary Guarantee 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, any release of any other Subsidiary Guarantor, the recovery of any judgment against the CompanyIssuer, any action to enforce the same, whether or not a Subsidiary Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each To the fullest extent permitted by law, each of the Subsidiary Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee shall not be discharged except by complete performance of the Obligations obligations contained in the Notes, this Indenture and its Subsidiary this Guarantee. Each Subsidiary The Guarantee shall be is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company Issuer or to any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company Issuer or such Subsidiary Guarantor, any amount paid by the Company Issuer or such Subsidiary Guarantor to the Trustee or such Holder, the Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor shall further agree agrees that, as between be- tween it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article TenXI, the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article Six VI hereof for the purposes of its Subsidiary the Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed therebyhereby, and (b) in the event of any acceleration of such Obligations obligations as provided in Article Six VI hereof, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable jointly and severally by each Subsidiary Guarantor the Guarantors for the purpose of this Guarantee. Each Guarantor that makes a payment or distribution under its Subsidiary GuaranteeGuarantee shall be entitled to a contribution from each other Guarantor in an amount pro rata based on the net assets of each Guarantor determined in accordance with GAAP.
Appears in 1 contract
Unconditional Guarantee. (a) In consideration Subject to the provisions of the promises contained herein and other good and valuable considerationthis Article XIV, the receipt and sufficiency of which is hereby acknowledged, each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally and irrevocably and unconditionally guarantee (such guarantees and agrees to be liable on a senior basis referred to herein as “Guarantees”) to each Holder of a Note Security 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 Securities of any series or the Obligations obligations of the Company or any other Subsidiary Guarantor under this Indenture to the Holders or the NotesTrustee hereunder or thereunder, that: (a) the principal of, premium, if any, of and interest on the Notes (and any Additional Interest payable thereon) Securities of such series shall be duly and punctually paid in full when due, whether at maturity, upon redemption (whether upon a Change at the option of Control or Holders pursuant to a Net Proceeds Offer or otherwise)the provisions of the series of any Securities relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on with respect to the Notes Securities of such series and all other Obligations obligations of the Company or the Subsidiary Guarantors to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.7 hereof), hereunder) and all other Obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of Securities of any Notes series or any of such other Obligations of the CompanyObligations, the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at maturity, upon redemption, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other Obligation of the Company to the Holders or the Trustee under this Indenture or under the NotesSecurities of such series, for whatever reason, each Subsidiary Guarantor the Guarantors shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes Securities of any applicable series shall constitute an event of default under each such Subsidiary Guaranteethe Guarantees, and shall entitle the Holders or Trustee of Securities to accelerate the Obligations obligations of the Subsidiary Guarantors under the Subsidiary Guarantees hereunder in the same manner and to the same extent as the Obligations obligations of the Company hereunder or under Company. Unless otherwise specified with respect to any Security pursuant to Section 3.01, the Notes.
(b) Each Guarantees will be senior unsecured obligations of the Subsidiary Guarantors and will rank pari passu in right of payment with all other existing and future senior unsecured obligations of the Guarantors. The Guarantors hereby agrees agree that its Obligations under its Subsidiary Guarantee their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities of any series or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities of such series with respect to any provisions hereof or thereof, any release of any other Subsidiary Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Subsidiary Guarantee is affixed to any particular NoteSecurity, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each of the Subsidiary The Guarantors hereby waives waive the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee the Guarantees shall not be discharged except by complete performance of the Obligations obligations contained in the Notessuch Securities, this Indenture and its Subsidiary this Guarantee. Each Subsidiary This Guarantee shall be is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Subsidiary Guarantor, any amount paid by the Company or such Subsidiary Each Guarantor to the Trustee or such Holder, the Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor shall further agree agrees that, as between it, on the one hand, and the Holders of such Securities and the Trustee, on the other hand, (a) subject to this Article TenXIV, the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article Six V hereof for the purposes of its Subsidiary this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed therebyhereby, and (b) in the event of any acceleration of such Obligations obligations as provided in Article Six V hereof, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable jointly and severally by each Subsidiary Guarantor the Guarantors for the purpose of its Subsidiary this Guarantee. The obligations of the Guarantors hereunder shall continue to be effective or shall be reinstated, as the case may be, if at any time any payment which would otherwise have reduced the obligations of the Guarantors hereunder (whether such payment shall have been made by or on behalf of the Company or by or on behalf of the Guarantors) is rescinded or reclaimed from any of the Holders upon the insolvency, bankruptcy, liquidation or reorganization of the Company or any Guarantor otherwise, all as though such payment had not been made. If demand for, or acceleration of the time for, payment by the Company is stayed upon the insolvency, bankruptcy, liquidation or reorganization of the Company, all such indebtedness otherwise subject to demand for payment or acceleration shall nonetheless be payable by the Guarantors as provided herein.
Appears in 1 contract
Sources: Indenture (IVZ Inc)
Unconditional Guarantee. (a) In consideration Each Subsidiary Guarantor that delivers such a supplemental indenture with respect to a series of the promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is Debt Securities hereby acknowledged, each of the Subsidiary Guarantors hereby, jointly and severally, irrevocably and severally unconditionally guarantees and agrees to be liable on a senior basis Guarantees to each Holder of a Note such Debt Security authenticated and delivered by the Trustee Trustee, and to the Trustee on behalf of such Holder, the full and its successors and assigns, irrespective punctual payment of the validity principal of and enforceability of this Indenture, the Notes or the Obligations of the Company or any other Subsidiary Guarantor under this Indenture or the Notes, that: (a) the principal of, premium, if any, and interest on such Debt Security when and as the Notes (same shall become due and any Additional Interest payable thereon) shall be duly and punctually paid in full when duepayable, whether at maturity, upon redemption (whether upon a Change of Control or pursuant to a Net Proceeds Offer or otherwise)the Stated Maturity, by acceleration acceleration, call for redemption, purchase or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes and all other Obligations of the Company or the Subsidiary Guarantors to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.7 hereof), shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations of the Company, the same shall be promptly paid in full when due or performed in accordance with the terms of extension or renewal, whether at maturity, upon redemption, by acceleration or otherwisesuch Security and of this Indenture. Failing payment when due In case of any amount so guaranteed, or failing performance of any other Obligation the failure of the Company punctually to the Holders or the Trustee under this Indenture or under the Notes, for whatever reasonmake any such payment, each Subsidiary Guarantor shall be obligated hereby jointly and severally agrees to pay, or to perform pay or cause the performance of, such payment to be made punctually when and as the same immediately. An Event of Default under this Indenture shall become due and payable, whether at the Stated Maturity, by acceleration, call for redemption, purchase or the Notes shall constitute an event of default under each such Subsidiary Guaranteeotherwise, and shall entitle as if such payment were made by the Holders or Trustee Company. Each Subsidiary Guarantor that delivers such a supplemental indenture with respect to accelerate the Obligations a series of the Subsidiary Guarantors under the Subsidiary Guarantees in the same manner Debt Securities hereby jointly and to the same extent as the Obligations of the Company hereunder or under the Notes.
(b) Each of the Subsidiary Guarantors hereby severally agrees that its Obligations under its Subsidiary Guarantee obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes such Debt Securities or this Indenture, the absence of any action to enforce the same, any exchange, release or non-perfection of any Lien on any collateral for, or any release or amendment or waiver of any term of any other Guarantee of all or any of the Debt Securities, or any consent to departure from any requirement of any other Guarantee of all or any of the Debt Securities, the election by the Trustee or any of the Holders in any proceeding under Chapter 11 of the Federal Bankruptcy Code, or the application of Section 1111(b)(2) of the Federal Bankruptcy Code, any borrowing or grant of a security interest by the Company, as debtor-in-possession, under Section 364 of the Federal Bankruptcy Code, the disallowance, under Section 502 of the Federal Bankruptcy Code, of all or any portion of the claims of the Trustee or any of the Holders for payment of any of the Securities (including, without 80 limitation, any interest, or premium thereon), any waiver or consent by any the Holder of such Debt Security or by the Notes Trustee with respect to any provisions thereof, any release thereof or of this Indenture or with respect to the provisions of this Article XIII as they apply to any other Subsidiary Guarantor, the recovery obtaining of any judgment against the Company, Company or any action to enforce the same, whether or not a Subsidiary Guarantee is affixed to any particular Note, same or any other circumstance circumstances which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each of the such Subsidiary Guarantors Guarantor hereby waives the benefit benefits of diligence, presentment, demand of payment, any requirement that the Trustee or any of the Holders protect, secure, perfect or insure any security interest in or other Lien on any property subject thereto or exhaust any right or take any action against the Company or any other Person, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, protest or notice with respect to such Security or the Indebtedness evidenced thereby and all demands whatsoever whatsoever, and covenants that its Subsidiary Guarantee shall will not be discharged in respect of such Debt Security except by complete performance of the Obligations obligations contained in the Notes, this Indenture such Debt Security and its in such Subsidiary Guarantee. Each Subsidiary Guarantee shall Guarantor hereby agrees that, in the event of a default in payment of principal of or premium, if any, or interest on such Debt Security, whether at their Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be a guarantee of payment and not of collection. If any Holder or instituted by the Trustee is required by any court on behalf of, or otherwise to return by, the Holder of such Security, subject to the Company or to any Subsidiary Guarantorterms and conditions set forth in this Indenture, directly against all or any custodianof the Subsidiary Guarantors to enforce their respective Subsidiary Guarantees without first proceeding against the Company. Each Subsidiary Guarantor agrees that if, trusteeafter the occurrence and during the continuance of an Event of Default, liquidator the Trustee or other similar official acting in relation any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Company or maturity of the Debt Securities guaranteed by such Subsidiary Guarantor, to collect interest on such Debt Securities, or to enforce or exercise any amount paid by the Company other right or remedy with respect to such Debt Securities, such Subsidiary Guarantor agrees to pay to the Trustee or such Holderfor the account of the Holders, upon demand therefor, the Subsidiary Guarantee, amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the extent theretofore discharged, shall be reinstated in full force and effectTrustee or any of the Holders. Each Subsidiary Guarantor shall further agree that, as between it, on the one hand, and be subrogated to all rights of the Holders and the Trustee, on the other hand, (a) subject to this Article Ten, the maturity of the Obligations guaranteed may be accelerated as provided Debt Securities against the Company in Article Six hereof for respect of any amounts paid by that Subsidiary Guarantor on account of such Debt Securities pursuant to the purposes provisions of its Subsidiary GuaranteeGuarantee of this Indenture; provided, notwithstanding however, that no Subsidiary Guarantor shall be entitled to enforce or to receive any staypayments arising out of, injunction or other prohibition preventing based upon, such acceleration right of subrogation until the principal of and premium, if any, and interest, if any, on all Debt Securities issued hereunder related to such Subsidiary Guarantee shall have been paid in respect full. Each Subsidiary Guarantee shall remain in full force and effect and continue to be effective if any petition is filed by or against the Company for liquidation or reorganization, if the Company becomes insolvent or makes an assignment for the benefit of creditors or if a receiver or trustee is appointed for all or any significant part of the Obligations guaranteed therebyCompany's assets, and (b) 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 Securities is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by an obligee on the event of Securities whether as a "voidable preference," "fraudulent transfer," or otherwise, all as though such payment or performance has not been made. If any acceleration payment, or any part thereof, is rescinded, reduced, restored or returned, the 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. The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such Obligations as provided right does not impair the rights of the Holders under the Subsidiary Guarantees or under this Article XIII in Article Six hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable jointly and severally by each Subsidiary Guarantor for the purpose of its Subsidiary Guaranteeaccordance with Section 13.07.
Appears in 1 contract
Sources: Indenture (Range Resources Corp)
Unconditional Guarantee. (a) In consideration of the promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each of the Each Subsidiary Guarantors herebyGuarantor will unconditionally, jointly and severally, irrevocably and unconditionally guarantees and agrees (such guarantee to be liable on a senior basis referred to herein as the "Guarantee") to each Holder of a Note Securities authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective the full and prompt performance of the validity and enforceability of this Indenture, the Notes or the Obligations of the Company or any other Subsidiary Guarantor Company's obligations under this Indenture or and the Notes, Securities and that: :
(a1) the principal of, premium, if any, of and interest on the Notes (and any Additional Interest payable thereon) shall Securities will be duly and punctually promptly paid in full when due, whether at maturity, upon by acceleration, redemption (whether upon a Change of Control or pursuant to a Net Proceeds Offer or otherwise), by acceleration or otherwise, and interest on the overdue principal of and (to interest on the extent permitted by law) interestSecurities, if any, on to the Notes extent lawful, and all other Obligations obligations of the Company or the Subsidiary Guarantors to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.7 hereof), shall will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and
(b2) in case of any extension of time of payment or renewal of any Notes Securities or of any of such other Obligations of the Companyobligations, the 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, upon redemption, by acceleration or otherwise, subject, however, in the case of clauses (1) and (2) above, to the limitations set forth in Section 11.4. Failing payment when due of any amount so guaranteed, guaranteed or failing any performance of any other Obligation of the Company to the Holders or the Trustee under this Indenture or under the Notes, so guaranteed for whatever reason, each the Subsidiary Guarantor shall Guarantors will be jointly and severally obligated to pay, or to perform or cause the performance of, pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under each such Each Subsidiary Guarantee, and shall entitle the Holders or Trustee to accelerate the Obligations of the Subsidiary Guarantors under the Subsidiary Guarantees in the same manner and to the same extent as the Obligations of the Company hereunder or under the Notes.
(b) Each of the Subsidiary Guarantors Guarantor hereby agrees that its Obligations under its Subsidiary Guarantee obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities with respect to any provisions hereof or thereof, any release of any other Subsidiary Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Subsidiary Guarantee is affixed to any particular Note, same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each of the Subsidiary Guarantors Guarantor hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice, notice of intent to accelerate, notice of acceleration, and all other notices and all demands whatsoever and covenants that its Subsidiary this Guarantee shall will not be discharged except by complete performance of the Obligations obligations contained in the NotesSecurities, this Indenture and its Subsidiary in this Guarantee. Each Subsidiary Guarantee shall be a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to Company, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such any Subsidiary Guarantor, any amount paid by the Company or such any Subsidiary Guarantor to the Trustee or such Holder, the Subsidiary this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees 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 Subsidiary Guarantor further agree agrees that, as between iteach Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (ax) subject to this Article Ten, the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article Six hereof for the purposes of its Subsidiary this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed therebyhereby, and (by) in the event of any acceleration of such Obligations obligations as provided in Article Six hereofSix, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable jointly and severally by each Subsidiary Guarantor for the purpose of its this Guarantee. The Company agrees to cause each Person (other than an Unrestricted Subsidiary) that shall become a Material Subsidiary Guaranteeafter the date of this Indenture to become a Subsidiary Guarantor and execute and deliver a supplement to this Indenture pursuant to which such Person will guarantee the payment of the Securities on the same terms and conditions as contained in this Section 11.1.
Appears in 1 contract
Sources: Indenture (Forman Petroleum Corp)
Unconditional Guarantee. (a) In consideration Subject to the provisions of the promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledgedthis Article Thirteen, each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally and irrevocably and unconditionally guarantees and agrees to be liable guarantees, on a senior basis basis, except as described in Section 6.12 (such guarantee to be referred to herein as a "Guarantee"), 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 Securities or the Obligations obligations of the Company or any other Subsidiary Guarantor under this Indenture Guarantors to the Holders or the NotesTrustee hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Notes (and any Additional Interest payable thereon) Securities shall be duly and punctually paid in full when due, whether at maturity, upon redemption (whether upon a Change at the option of Control or Holders pursuant to a Net Proceeds Offer or otherwise)the provisions of the Securities relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes Securities and all other Obligations obligations of the Company or the Subsidiary Guarantors to the Holders or the Trustee hereunder or thereunder (including 121 amounts due the Trustee under Section 7.7 7.07 hereof), ) and all other obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes Securities or any of such other Obligations of the Companyobligations, the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at maturity, upon redemption, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other Obligation obligation of the Company to the Holders or the Trustee under this Indenture or under the NotesSecurities, for whatever reason, each Subsidiary Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes Securities shall constitute an event of default under each such Subsidiary this Guarantee, and shall entitle the Holders or Trustee of Securities to accelerate the Obligations obligations of the Subsidiary Guarantors under the Subsidiary Guarantees hereunder in the same manner and to the same extent as the Obligations obligations of the Company hereunder or under the Notes.
(b) Company. Each of the Subsidiary Guarantors hereby agrees that its Obligations under its Subsidiary Guarantee obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities with respect to any provisions hereof or thereof, any release of any other Subsidiary Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Subsidiary Guarantee is affixed to any particular NoteSecurity, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each of the Subsidiary Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee shall not be discharged except by complete performance of the Obligations obligations contained in the NotesSecurities, this Indenture and its Subsidiary this Guarantee. Each Subsidiary This Guarantee shall be is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Subsidiary Guarantor, any amount paid by the Company or such Subsidiary Guarantor to the Trustee or such Holder, the Subsidiary this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor shall further agree agrees that, as between it, on the one hand, and the Holders of Securities and the Trustee, on the other hand, (a) subject to this Article TenEleven, the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article Six hereof for the purposes of its Subsidiary this Guarantee, notwithstanding any stay, injunction 122 or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed therebyhereby, and (b) in the event of any acceleration of such Obligations obligations as provided in Article Six hereof, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable jointly and severally by each Subsidiary Guarantor the Guarantors for the purpose of this Guarantee. No stockholder, officer, director, employee or incorporator, past, present or future, or any Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its Subsidiary Guaranteestatus as such stockholder, officer, director, employee or incorporator. Each Guarantor that makes a payment or distribution under its Guarantee shall be entitled to a contribution from each other Guarantor in an amount pro rata based on the net assets of each Guarantor, determined in accordance with GAAP.
Appears in 1 contract
Sources: Indenture (Doe Run Resources Corp)
Unconditional Guarantee. (a) In consideration of the promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is Each Subsidiary Guarantor hereby acknowledged, each of the Subsidiary Guarantors herebyunconditionally, jointly and severally, irrevocably and unconditionally guarantees and agrees (such guarantee to be liable on a senior basis referred to herein as the "Guarantee"), subject to Article Twelve, to each Holder of a Note Security 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 Securities or the Obligations of the Company hereunder or any other Subsidiary Guarantor under this Indenture or the Notesthereunder, that: (ai) the principal ofof and interest on the Securities will be promptly paid in full when due, premiumsubject to any applicable grace period, whether at maturity, by acceleration or otherwise and interest on the overdue principal, if any, and interest on the Notes (and any Additional Interest payable thereon) shall be duly and punctually paid in full when dueinterest, whether at maturity, upon redemption (whether upon a Change of Control or pursuant to a Net Proceeds Offer or otherwise), by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interestlawful, if any, on of the Notes Securities and all other Obligations obligations of the Company or the Subsidiary Guarantors to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.7 hereof), shall will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (bii) in case of any extension of time of payment or renewal of any Notes Securities or of any of such other Obligations of the Companyobligations, 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, upon redemption, by acceleration or otherwise. Failing payment when due , subject, however, in the case of any amount so guaranteedclauses (i) and (ii) above, or failing performance of any other Obligation of the Company to the Holders or the Trustee under this Indenture or under the Notes, for whatever reason, each limitations set forth in Section 11.05. Each Subsidiary Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under each such Subsidiary Guarantee, and shall entitle the Holders or Trustee to accelerate the Obligations of the Subsidiary Guarantors under the Subsidiary Guarantees in the same manner and to the same extent as the Obligations of the Company hereunder or under the Notes.
(b) Each of the Subsidiary Guarantors hereby agrees that its Obligations under its Subsidiary Guarantee obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities with respect to any provisions hereof or thereof, any release of any other Subsidiary Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Subsidiary Guarantee is affixed to any particular Note, same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each of the Subsidiary Guarantors Guarantor hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Subsidiary this Guarantee shall will not be discharged except by complete performance of the Obligations obligations contained in the NotesSecurities, this Indenture and its Subsidiary in this Guarantee. Each Subsidiary Guarantee shall be a guarantee of payment and not of collection. If any Holder Securityholder or the Trustee is required by any court or otherwise to return to the Company or to Company, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such any Subsidiary Guarantor, any amount paid by the Company or such any Subsidiary Guarantor to the Trustee or such HolderSecurityholder, the Subsidiary 106 -98- this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor shall further agree agrees that, as between iteach Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (ax) subject to this Article Ten, the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article Six hereof Seven for the purposes of its Subsidiary this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed therebyhereby, and (by) in the event of any acceleration of such Obligations obligations as provided in Article Six hereofSeven, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable jointly and severally by each Subsidiary Guarantor for the purpose of its Subsidiary this Guarantee.
Appears in 1 contract
Unconditional Guarantee. (a) In consideration of the promises contained herein and other good and For valuable consideration, the receipt and sufficiency of which whereof is hereby acknowledged, and to induce the Banks to make Advances to each of the Subsidiary Guarantors herebyBorrowers, jointly and severally, irrevocably and each Domestic Borrower hereby unconditionally guarantees and agrees to be liable on a senior basis to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee Banks and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the Obligations of the Company or any other Subsidiary Guarantor under this Indenture or the Notes, that: (a) Administrative Agent that the principal of, premium, if any, of and interest on the Notes (and any Additional Interest payable thereon) shall be duly and punctually paid in full when due, whether at maturity, upon redemption (whether upon a Change of Control or pursuant to a Net Proceeds Offer or otherwise), by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes each Advance and all other Obligations of the Company or the Subsidiary Guarantors to the Holders or the Trustee amounts payable by each other Borrower hereunder or thereunder (including amounts due the Trustee under Section 7.7 hereof), shall be promptly paid in full when due (whether at stated maturity, by acceleration or performed, all otherwise) in accordance with the terms hereof and thereof; and (b) , and, in the case of any extension of time of payment payment, in whole or renewal of any Notes or any of in part, that all such other Obligations of the Company, the same amounts shall be promptly paid in full when due (whether at stated maturity, by acceleration or performed otherwise) in accordance with the terms of extension or renewalsuch extension. In addition, each Domestic Borrower hereby unconditionally agrees that upon default in the payment when due (whether at stated maturity, upon redemption, by acceleration or otherwise. Failing payment when due ) of any amount so guaranteedof such principal, interest or failing performance other amounts, such Domestic Borrower shall forthwith pay the same. Without limiting the generality of the foregoing, each Domestic Borrower's liability shall extend to all amounts that constitute part of the obligations of any other Obligation of the Company Borrower guaranteed under this Article VII and that would be owed by any such other Borrower to the Holders any Bank or the Trustee Administrative Agent under this Indenture or under the Notes, for whatever reason, each Subsidiary Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture Agreement or the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding the foregoing, the liability of each Domestic Borrower under the foregoing guarantee shall constitute an event at no time exceed the maximum amount of default under each liability which could be asserted against such Subsidiary Guarantee, and shall entitle Domestic Borrower hereunder without (a) rendering such Domestic Borrower "insolvent" within the Holders or Trustee to accelerate the Obligations meaning of Section 101(32) of the Subsidiary Guarantors under the Subsidiary Guarantees in the same manner and to the same extent as the Obligations Bankruptcy Code, Section 2 of the Company hereunder Uniform Fraudulent Transfer Act (the "UFTA") or under Section 2 of the Notes.
Uniform Fraudulent Conveyance Act (the "UFCA"), (b) Each leaving such Domestic Borrower with unreasonably small capital or assets, within the meaning of Section 548 of the Subsidiary Guarantors hereby agrees that its Obligations under its Subsidiary Guarantee shall be unconditionalBankruptcy Code, irrespective Section 4 of the validityUFTA, regularity or enforceability Section 5 of the Notes UFCA, or this Indenture, (c) leaving such Domestic Borrower unable to pay its debts as they become due within the absence meaning of any action to enforce the same, any waiver or consent by any Holder Section 548 of the Notes with respect to any provisions thereofBankruptcy Code, any release of any other Subsidiary Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Subsidiary Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Section 4 of the Subsidiary Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency UFTA or bankruptcy Section 6 of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee shall not be discharged except by complete performance of the Obligations contained in the Notes, this Indenture and its Subsidiary Guarantee. Each Subsidiary Guarantee shall be a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Subsidiary Guarantor, any amount paid by the Company or such Subsidiary Guarantor to the Trustee or such Holder, the Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor shall further agree that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (a) subject to this Article Ten, the maturity of the Obligations guaranteed may be accelerated as provided in Article Six hereof for the purposes of its Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed thereby, and (b) in the event of any acceleration of such Obligations as provided in Article Six hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable jointly and severally by each Subsidiary Guarantor for the purpose of its Subsidiary GuaranteeUFCA.
Appears in 1 contract
Sources: Credit Agreement (Metromail Corp)
Unconditional Guarantee. (a) In consideration Subject to the provisions of the promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledgedthis Article Twelve, each of the Subsidiary Guarantors Guarantor, if any, hereby, jointly and severally, unconditionally and irrevocably and unconditionally guarantees and agrees to be liable guarantees, on a senior subordinated basis (such guarantee to be referred to herein as a "Guarantee") 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 obligations of the Company hereunder or any other Subsidiary Guarantor under this Indenture or the Notesthereunder, that: (a) the principal of, premium, if any, and interest on the Notes (and any Additional Interest payable thereon) shall be duly and punctually paid in full when due, whether at maturity, upon redemption (whether upon a Change at the option of Control or Holders pursuant to a Net Proceeds Offer or otherwise)the provisions of the Notes relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes and all other Obligations obligations of the Company or the Subsidiary Guarantors to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.7 hereof), 7.07) and all other obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations of the Companyobligations, the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at maturity, upon redemption, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other Obligation obligation of the Company to the Holders or the Trustee under this Indenture or under the Notes, for whatever reason, each Subsidiary Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under each such Subsidiary this Guarantee, and shall entitle the Holders or Trustee of Notes to accelerate the Obligations obligations of the Subsidiary Guarantors under the Subsidiary Guarantees hereunder in the same manner and to the same extent as the Obligations obligations of the Company hereunder or under the Notes.
(b) Company. 116 -108- Each of the Subsidiary Guarantors hereby agrees that its Obligations under its Subsidiary Guarantee 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, any release of any other Subsidiary Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Subsidiary Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each of the Subsidiary Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee shall not be discharged except by complete performance of the Obligations obligations contained in the Notes, this Indenture and its Subsidiary this Guarantee. Each Subsidiary This Guarantee shall be is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Subsidiary Guarantor, any amount paid by the Company or such Subsidiary Guarantor to the Trustee or such Holder, the Subsidiary this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor shall further agree agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article TenTwelve, the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article Six hereof for the purposes of its Subsidiary this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed therebyhereby, and (b) in the event of any acceleration of such Obligations obligations as provided in Article Six hereof, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable jointly and severally by each the Subsidiary Guarantor Guarantors for the purpose of this Guarantee. No stockholder, officer, director, employee or incorporator, past, present or future, of any Subsidiary Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its status as such stockholder, officer, director, employee or incorporator. Each Subsidiary GuaranteeGuarantor that makes a payment or distribution under its Guarantee shall be entitled to a contribution from each other Subsidiary Guarantor in an amount pro 117 -109- rata, based on the net assets of each Subsidiary Guarantor, determined in accordance with GAAP.
Appears in 1 contract
Sources: Indenture (Safety Components Fabric Technologies Inc)
Unconditional Guarantee. (a) In consideration of the promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is Each Subsidiary Guarantor hereby acknowledged, each of the Subsidiary Guarantors herebyunconditionally, jointly and severally, irrevocably and unconditionally guarantees and agrees (each such guarantee being referred to be liable on a senior basis herein as this "Subsidiary Guarantee," with all such guarantees being referred to herein as the "Subsidiary Guarantees") to each Holder of a Note Securities authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective the full and prompt performance of the validity and enforceability of this Indenture, the Notes or the Obligations of the Company or any other Subsidiary Guarantor Company's obligations under this Indenture or and the Notes, Securities and that: :
(a) the principal of, of (and premium, if any, on) and interest on the Notes (and any Additional Interest payable thereon) shall Securities will be duly and punctually promptly paid in full when due, whether at maturity, upon by acceleration, redemption (whether upon a Change of Control or pursuant to a Net Proceeds Offer or otherwise), by acceleration or otherwise, and interest on the overdue principal of and (to interest on the extent permitted by law) interestSecurities, if any, on to the Notes extent lawful, and all other Obligations obligations of the Company or the Subsidiary Guarantors to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.7 hereof), shall will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and
(b) in case of any extension of time of payment or renewal of any Notes Securities or of any of such other Obligations of the Companyobligations, 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 maturity, upon redemptionStated Maturity, by acceleration or otherwise; subject, however, in the case of clauses (a) and (b) above, to the limitations set forth in Section 12.4 hereof. Failing payment when due of any amount so guaranteed, guaranteed or failing any performance of any other Obligation of the Company to the Holders or the Trustee under this Indenture or under the Notes, so guaranteed for whatever reason, each the Subsidiary Guarantor shall Guarantors will be jointly and severally obligated to pay, or to perform or cause the performance of, pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under each such Each Subsidiary Guarantee, and shall entitle the Holders or Trustee to accelerate the Obligations of the Subsidiary Guarantors under the Subsidiary Guarantees in the same manner and to the same extent as the Obligations of the Company hereunder or under the Notes.
(b) Each of the Subsidiary Guarantors Guarantor hereby agrees that its Obligations under its Subsidiary Guarantee shall obligations hereunder shall, to the extent permitted by law, be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities with respect to any provisions hereof or thereof, any release of any other Subsidiary Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Subsidiary Guarantee is affixed to any particular Note, same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each of Subsidiary Guarantor hereby waives, to the Subsidiary Guarantors hereby waives the benefit of extent permitted by law, diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee shall will not be discharged except by complete performance of the Obligations obligations contained in the NotesSecurities, this Indenture and its in this Subsidiary Guarantee. Each Subsidiary Guarantee shall be a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to Company, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such any Subsidiary Guarantor, any amount paid by the Company or such any Subsidiary Guarantor to the Trustee or such Holder, the this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees it shall not be entitled to enforce 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 Subsidiary Guarantor further agree agrees that, as between iteach Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (ax) subject to this Article Ten, the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article Six IV hereof for the purposes of its this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed therebyhereby, and (by) in the event of any acceleration of such Obligations obligations as provided in Article Six IV hereof, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable jointly and severally by each Subsidiary Guarantor for the purpose of its this Subsidiary Guarantee.
Appears in 1 contract
Sources: Indenture (Comstock Resources Inc)
Unconditional Guarantee. (a) In consideration Subject to the provisions of the promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledgedthis Article Sixteen, each of the Subsidiary Guarantors Guarantors, if any, as primary obligor and not merely as surety, hereby, jointly and severally, unconditionally and irrevocably and unconditionally guarantees and agrees to be liable fully guarantees, on a senior unsecured basis to each Holder of a Note Security 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 Securities or the Obligations obligations of the Company or any other Subsidiary Guarantor under this Indenture Guarantors to the Holders or the Notes, thatTrustee hereunder or thereunder: (a) (x) the due and punctual payment of the principal of, premium, if any, and interest on the Notes (Securities when and any Additional Interest payable thereon) as the same shall be duly become due and punctually paid in full when duepayable, whether at stated maturity, upon redemption (whether upon a Change of Control or pursuant to a Net Proceeds Offer or otherwise)repurchase, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes Securities and (z) the due and punctual payment and performance of all other monetary obligations of the Company and all other Obligations monetary obligations of the Company or other Guarantors (including under the Subsidiary Guarantors Guarantees), in each case, to the Holders or the Trustee hereunder or thereunder (including amounts due to the Trustee under Section 7.7 6.6 hereof), shall be promptly paid in full or performed, all in accordance with the terms hereof and thereofthereof (collectively, the “Guarantee Obligations”); and (b) in case of any extension of time of payment or renewal of any Notes Securities or any of such other Obligations of the Companyobligations, the same shall be promptly paid in full when due or performed and punctual payment and performance of Guarantee Obligations in accordance with the terms of the extension or renewal, whether at stated maturity, upon redemptionredemption or repurchase, by acceleration or otherwise. Failing Failure to make payment when due of any amount so guaranteed, or failing performance of failure to perform any other Obligation obligation of the Company to the Holders or the Trustee under this Indenture or under the NotesSecurities, for whatever reason, shall obligate each Subsidiary Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under each such Subsidiary Guarantee, and shall entitle the Holders or Trustee to accelerate the Obligations Each of the Subsidiary Guarantors under the Subsidiary Guarantees in the same manner and Guarantors, if any, hereby agrees to the same fullest extent as permitted by law that its obligations hereunder shall be unconditional. Notwithstanding the Obligations foregoing, each of the Guarantors reserves the right to assert defenses which the Company may have to payment of principal of, or interest or premium on, if any, the Securities other than defenses arising from the bankruptcy or insolvency of the Company hereunder or under the Notes.
(b) Each of the Subsidiary Guarantors hereby agrees that its Obligations under its Subsidiary Guarantee 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 thereof, any release of any and other Subsidiary Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Subsidiary Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantordefenses expressly waived hereby. Each of the Subsidiary Guarantors hereby waives to the fullest extent permitted by law the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee shall not be discharged except by complete performance of the Obligations obligations contained in the NotesSecurities, this Indenture and its Subsidiary the Guarantee. Each Subsidiary The Guarantee shall be is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise pursuant to law to return to the Company or to any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Subsidiary Guarantor, any amount paid by the Company or such Subsidiary Guarantor to the Trustee or such Holder, the Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated (to the fullest extent permitted by law) in full force and effecteffect and deemed reduced only by such amount paid and not so returned. Each Subsidiary Guarantor shall further agree agrees (to the fullest extent permitted by law) that, as between it, on the one hand, and the Holders of Securities and the Trustee, on the other hand, (a) subject to this Article TenSixteen, the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article Six hereof Five for the purposes of its Subsidiary the Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed therebyhereby, and (b) in the event of any acceleration of such Obligations obligations as provided in Article Six Five hereof, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable jointly and severally by each Subsidiary Guarantor the Guarantors for the purpose of its Subsidiary the Guarantee.
Appears in 1 contract
Sources: Second Supplemental Indenture (Validus Holdings LTD)
Unconditional Guarantee. (a) In consideration of the promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Each of the Subsidiary Guarantors hereby, hereby unconditionally jointly and severally, irrevocably and unconditionally severally guarantees and agrees (such guarantee to be liable on a senior basis referred to herein as the "Subsidiary Guarantee") 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 Company or any other Subsidiary Guarantor under this Indenture or the Notes, that: (ai) the principal ofof and interest on the Notes will be promptly paid in full when due, premiumsubject to any applicable grace period, whether at maturity, by acceleration or otherwise and interest on the overdue principal, if any, and interest on the Notes (and any Additional Interest payable thereon) shall be duly and punctually paid in full when dueinterest, whether at maturity, upon redemption (whether upon a Change of Control or pursuant to a Net Proceeds Offer or otherwise), by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interestlawful, if any, on of the Notes and all other Obligations obligations of the Company or the Subsidiary Guarantors to the Holders or the Trustee hereunder under this Notes Indenture or thereunder (including amounts due the Trustee under Section 7.7 hereof), shall Notes will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (bii) in case of any extension of time of payment or renewal of any Notes or of any of such other Obligations of the Companyobligations, 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, upon redemption, by acceleration or otherwise. Failing payment when due of any amount so guaranteed77 Each Subsidiary Guarantor further agrees that, or failing performance of any as between such Subsidiary Guarantor on one hand, and the Holders and the Trustee on the other Obligation hand, (x) the maturity of the Company to obligations guaranteed hereby may be accelerated as provided in Article Six for the Holders or the Trustee under this Indenture or under the Notes, for whatever reason, each Subsidiary Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under each such Subsidiary Guarantee, and shall entitle the Holders or Trustee to accelerate the Obligations purposes of the Subsidiary Guarantors under Guaranty, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article Six, such obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of the Subsidiary Guarantees in the same manner and to the same extent as the Obligations of the Company hereunder or under the Notes.
(b) Guaranty. Each of the Subsidiary Guarantors hereby agrees that its Obligations under its Subsidiary Guarantee obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Notes 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, any release of any other Subsidiary Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Subsidiary Guarantee is affixed to any particular Note, same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each of the Subsidiary Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its the Subsidiary Guarantee shall will not be discharged except by complete performance of the Obligations obligations contained in the Notes, this Notes Indenture and its in the Subsidiary Guarantee. Each Subsidiary Guarantee shall be a guarantee of payment and not of collection. If any Holder Noteholder or the Trustee is required by any court or otherwise to return to the Company or to Company, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official Custodian acting in relation to the Company or such any Subsidiary Guarantor, any amount paid by the Company or such Subsidiary Guarantor to the Trustee or such HolderNoteholder, the Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each of the Subsidiary Guarantors hereby agrees that, in the Event of Default in the payment of principal (or premium, if any) or interest on such Notes, whether at their Stated Maturity, by acceleration, called for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Notes, subject to the terms and conditions set forth in this Notes Indenture, directly against each of the Subsidiary Guarantors to enforce the Subsidiary Guarantee without first proceeding against the Company. Each Subsidiary Guarantor shall further agree thatagrees that if, as between itafter the occurrence and during the continuance of an Event of Default, on the one hand, and the Trustee or any Holders and the Trustee, on the other hand, (a) subject are prevented by applicable law from exercising their respective rights to this Article Ten, accelerate the maturity of the Obligations guaranteed may be accelerated as provided in Article Six hereof Notes, to collect interest on the Notes, or to enforce any other right or remedy with respect to the Notes, the Subsidiary Guarantors agree to pay to the Trustee for the purposes of its Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect account of the Obligations guaranteed therebyHolders, and (b) in upon demand therefor, the event of any acceleration of such Obligations as provided in Article Six hereof, such Obligations (whether or not due and payable) shall forthwith become amount that would otherwise have been due and payable jointly had such rights and severally remedies been permitted to be exercised by each Subsidiary Guarantor for the purpose Trustee or any of its Subsidiary Guaranteethe Holders.
Appears in 1 contract
Sources: Notes Indenture (Wec Co)