Additional Guarantor Covenants Clause Samples
Additional Guarantor Covenants. (i) The Guarantor shall cause each Subsidiary Guarantor (as defined in the Reference Document) as of the date hereof to, on or prior to December 31, 2024, jointly and severally, guarantee (each, an “Installment Payment Guarantee”) the Purchaser’s payment obligations hereunder in respect of the Payment Amounts on terms and conditions that are in all material respects consistent with the terms and conditions of the Subsidiary Guarantees (as defined in the Reference Document), including Article 10 thereof and Exhibit D thereto. On or prior to the Closing, the Guarantor shall cause each then existing Subsidiary Guarantor to execute and deliver written instruments providing for the Installment Payment Guarantees.
(ii) If at any time any Subsidiary of the Guarantor is required pursuant to the terms of the Reference Document, including pursuant to Section 4.07 thereof, to be or become a Subsidiary Guarantor under the Reference Document, the Guarantor shall cause such Subsidiary to execute and deliver a written instrument providing for the Installment Payment Guarantee on the later of (i) the Closing and (ii) the date on which such Subsidiary is required to be or become a “Subsidiary Guarantor” under the Reference Document. Upon release of any Subsidiary Guarantor under the Reference Document pursuant to Sections 10.04(a)(1)-(a)(4) and excluding, for the avoidance of doubt, Section 10.04(a)(5) of the Reference Document, such Subsidiary shall be concurrently automatically released from its obligations under the Installment Payment Guarantee, and the Sellers shall execute and deliver any documents reasonably requested by the Purchaser and/or the applicable Subsidiary to evidence the release of such Subsidiary from its obligations thereunder.
(iii) The covenants of the Guarantor set forth in Sections 4.05, 5.01 and 5.02 of the Reference Document are hereby incorporated by reference into this Agreement for the benefit of the Sellers, mutatis mutandis, replacing references to the “Indenture” and the “Notes” with references to this Agreement and the obligations of the Guarantor hereunder.
Additional Guarantor Covenants. Guarantor shall: (i) comply in all material respects with all Applicable Laws and pay before delinquency, all taxes, assessments, and governmental charges imposed upon the Guarantor or its property, except for any such amounts that are being contested in good faith by appropriate proceedings and for which Adequate Reserves have been set aside for the payment thereof; and (ii) following reasonable prior notification by Lender, at any reasonable time and from time to time, permit Lender or any of its agents or representatives to examine and make copies of and abstracts from the records and books of, and visit the properties of, Guarantor and to discuss the affairs, finances, and accounts of Guarantor with (if Guarantor is other than a natural person) officers, directors, partners, or managers or Guarantor, as applicable; Guarantor's independent accountants; and any other person dealing with Guarantor. Farmland Partners Inc. ▇▇▇▇ ▇▇▇▇ Loan no. 202721 Guaranty – FPI
Additional Guarantor Covenants. Guarantor shall: (i) comply in all material respects with all Applicable Laws and pay before delinquency, all taxes, assessments, and governmental charges imposed upon the Guarantor or its property; and (ii) at any reasonable time and from time to time, permit Lender or any of its agents or representatives to examine and make copies of and abstracts from the records and books of, and visit the properties of, Guarantor and to discuss the affairs, finances, and accounts of Guarantor with (if Guarantor is other than a natural person) officers, directors, partners, or managers or Guarantor, as applicable; Guarantor's independent accountants; and any other person dealing with Guarantor.
Additional Guarantor Covenants. (a) Unless the Guarantor has provided written evidence to the Trustee that it has $100,000,000 (including the Liquidity Reserve Amount) of equity to support its obligations hereunder, the Guarantor shall not contribute equity to any additional project in an amount greater than thirty percent (30%) of total project costs of such additional project.
(b) Guarantor shall: (1) provide written evidence to the Trustee that the Guarantor has obtained and maintains thereafter at least $75,000,000 (including the Liquidity Reserve Amount) of cash on its balance sheet no later than July 31, 2021 or deliver an irrevocable direct-pay letter of credit, for the benefit of the Trustee and for the account of the Guarantor, in a stated amount equal to such amount, which provides the Trustee with the right to draw upon the same to fund the Guarantor’s obligations hereunder; and (2) provide written evidence to the Trustee that the Guarantor has obtained and maintains thereafter at least $100,000,000 (including the Liquidity Reserve Amount) of cash on its balance sheet no later than January 31, 2022 or deliver an irrevocable direct-pay letter of credit, for the benefit of the Trustee and for the account of the Guarantor, in a stated amount equal to such amount, which provides the Trustee with the right to draw upon the same to fund the Guarantor’s obligations hereunder.
(c) The Guarantor shall either (x) raise additional equity in an amount not less than $250,000,000 by January 31, 2021 and provide written evidence of the same to the Trustee by no later than January 31, 2021 or (y) if it has not raised such additional equity, then:
(1) Guarantor shall deposit an amount equal to the difference between $250,000,000 and the amount of equity actually raised by PureCycle less the Liquidity Reserve, in twelve (12) equal monthly amounts, into a Guarantor held account (such account shall not be required to be subject to the Liquidity Reserve Escrow Agreement), and provide the Trustee written evidence of such deposits, monthly, not later than the last day of each month, commencing on February 28, 2021, until a total of $200,000,000 has been deposited in such account; and (d) The Guarantor shall not use any of the initial $250 million of equity raised after the date hereof for any future projects of the Guarantor or its affiliates at a level greater than 30% of the total project cost prior to the date this Guaranty terminates.
Additional Guarantor Covenants. (a) Guarantor shall, and shall cause each Pledgor and Structuring HoldCo to, take any action that Borrowers are obligated under the Loan Agreement (as amended on the Eighth Modification Date and as may be further amended or otherwise modified from time to time) with respect to Sections 4.8(b), 4.25.2(c), 4.27(a), 4.28, 4.30, 5.5, 5.8.3, 5.9, 5.10, 5.11 and 5.12 thereof) to cause Guarantor (in any capacity) or any Pledgor or Structuring HoldCo to take or that refer to obligations with respect to the Pledged Equity Interests, Accenture Tower or Almaden Financial Plaza, and to cause the representations of Borrower with respect to Guarantor (in any capacity) or with respect to the Pledged Equity Interests, Accenture Tower or Almaden Plaza in Sections 6.7, 6.15, 6.18, 6.19 and 6.20 of the Loan Agreement (as amended on the Eighth Modification Date and as may be further amended or otherwise modified from time to time) to be true and correct in all material respects at all times.
(b) Guarantor shall not, and shall not cause, permit or suffer any Pledgor or Structuring HoldCo to, take any action that Borrowers are prohibited under the Loan Agreement (as amended on the Eighth Modification Date and as may be further amended or otherwise modified from time to time) with respect to Sections 4.8(b), 4.25.2(c), 4.27(a), 4.28, 4.30, 5.5, 5.8.3, 5.9, 5.10, 5.11 and 5.12 thereof) from causing, permitting or suffering Guarantor (in any capacity) or any Pledgor or Structuring HoldCo to take or that refer to obligations with respect to the Pledged Equity Interests, Accenture Tower or Almaden Financial Plaza.”
(h) Schedule 1 to the Guaranty is deleted in its entirety and replaced with Schedule 1 attached hereto.
Additional Guarantor Covenants. Guarantor hereby further covenants and agrees that, until this Guaranty is terminated as provided in Section 3, Guarantor will comply with the following covenants (unless Administrative Agent otherwise consents in writing, which consent will not be unreasonably withheld, delayed or conditioned while no Default is occurring):
Additional Guarantor Covenants. Through the later to occur of (x) the seventh (7th) anniversary of the Closing Date or (y) the date on which all CHP Indemnity Claims asserted prior to the seventh (7th) anniversary of the Closing Date have been resolved or otherwise satisfied in accordance with Section 12.1, Guarantor will:
(i) preserve and maintain its existence as a corporation and all rights, privileges and franchises necessary and desirable in the normal conduct of its business, in the operation and ownership of its properties and assets, and in the performance of its obligations hereunder and not dissolve or otherwise discontinue its existence or operations and (ii) take no action or suffer any actions to be taken by others which would alter, change or destroy its status as a corporation or would reasonably be expected to adversely affect its ability to perform its obligations hereunder;
(b) comply with the requirements of all applicable laws, rules, and regulations (including those related to Taxes), non-compliance with which would have a Material Adverse Effect on Guarantor's business, properties or condition, financial or otherwise, or would reasonably be expected to have a Material Adverse Effect on the Guarantor's ability to perform its obligations hereunder;
(c) maintain insurance with responsible and reputable insurance companies or associations in such amounts and covering such risks as is usually carried by companies engaged in similar businesses and owning similar properties in the same general areas in which it operates;
(d) pay when due all of its obligations and liabilities, except where the same are being contested in good faith by appropriate proceedings diligently prosecuted and appropriate reserves or other provision, if any, as shall be required in conformity with GAAP shall have been made therefor; and
(e) furnish to CHP and the Surviving Company:
(i) as soon as possible, and in any event within five (5) business days, after any officer of Guarantor obtains Knowledge of any condition or event that constitutes a breach of or default under any covenant in this Article 13, or any event, development or occurrence reasonably likely to have a Material Adverse Effect continuing on the date of such statement, a statement of the chief executive officer or person holding a similar position of Guarantor setting forth details of such breach or default, or any such event, development or occurrence and the action that Guarantor has taken and proposes to take with respect thereto...
Additional Guarantor Covenants. The Guarantor hereby undertakes and covenants with the Finance Parties separately and severally that from the date of this Agreement and until the Discharge Date in respect of the ECA Debt:
(a) the Guarantor shall furnish to the ECA Facility Agent sufficient copies for each ECA Lender it represents (which the ECA Facility Agent shall promptly furnish to each such ECA Lender):