BY THE GUARANTOR Clause Samples

The "BY THE GUARANTOR" clause defines the specific obligations, actions, or representations that the guarantor is required to fulfill under the agreement. Typically, this clause outlines what the guarantor must do, such as making payments if the primary obligor defaults, providing certain assurances, or taking specific steps to support the underlying contract. By clearly stating the guarantor's responsibilities, this clause ensures that all parties understand the guarantor's role and helps allocate risk in the event of non-performance by the primary party.
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BY THE GUARANTOR. In order to induce the Agent and the Lenders to accept this Guaranty Agreement, the Guarantor represents and warrants to the Agent and the Lenders (which representations and warranties will survive the creation of the Obligations and any extension of credit thereunder) that:
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BY THE GUARANTOR. The Guarantor may not assign, transfer, novate or dispose of any of, or any interest in, its rights and/or obligations under this Guarantee but this Guarantee shall continue in force and be binding on any successor of the Guarantor.
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BY THE GUARANTOR. The Guarantor represents and warrants that: (a) Corporate Existence and Power. The Guarantor and its United States Subsidiaries are corporations duly incorporated, validly existing and in good standing under the laws of their respective states of incorporation, and have all corporate powers and all material governmental licenses, authorizations, consents and approvals required to carry on their businesses, considered as a whole, substantially as now conducted.
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BY THE GUARANTOR. During the term hereof, the Guarantor covenants: (a) to file with the Trustee, within 30 days after the Guarantor is required to file the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the Guarantor may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended; or, if the Guarantor is not required to file information, documents or reports pursuant to either of such sections, then to file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission pursuant to Section 314(a) of the Trust Indenture Act, such of the supplementary and periodic information, documents and reports which may be required pursuant to Section 13 of the Securities Exchange Act of 1934, as amended, in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations. All reports, information and documents described in this Section 3.2(a) and filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) system or any successor system shall be deemed to be filed with the Trustee; (b) to file with the Trustee and the Commission, in accordance with the rules and regulations prescribed from time to time by the Commission pursuant to Section 314(a) of the Trust Indenture Act, such additional information, documents and reports with respect to compliance by the Guarantor with the conditions and covenants provided for in this Guarantee and the Indenture, as may be required from time to time by such rules and regulations; (c) to transmit to all Holders of the Senior Notes within 30 days after the filing thereof with the Trustee, in the manner and to the extent provided in Section 313(c) of the Trust Indenture Act, such summaries of any information, documents and reports required to be filed by the Guarantor pursuant to subsections (a) and (b) of this Section 3.2, as may be required by rules and regulations prescribed from time to time by the Commission pursuant to Section 314(a) of the Trust Indenture Act; and (d) to deliver to the Trustee, within 120 days after the end of each fiscal year of the Guarantor, a brief certificate from the principal executiv...
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BY THE GUARANTOR. The Guarantor guarantees by way of independent guarantee undertakings (selbstständige Garantieversprechen), pursuant to § 311 of the German Civil Code (BGB), that the following statements (“Guarantor’s Guarantees”) are true and correct, in each case as of the date hereof and as of the Closing Date:
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BY THE GUARANTOR. The Guarantor unconditionally and irrevocably guarantees in favour of the Purchaser the punctual performance by Integrated Partners of each and every covenant and agreement of Integrated Partners pursuant to this Agreement and pursuant to any of the Ancillary Agreements to which Integrated Partners is a party, including any indemnification amount and any amount contemplated in this Agreement and payable by Integrated Partners in connection with termination of this Agreement. The Guarantor covenants in favour of the Purchaser to pay any amount when due under or in connection with this Agreement or any Ancillary Agreement to which Integrated Partners is a party, immediately on demand by the Purchaser as if it were the principal obligor, and covenants to indemnify the Purchaser immediately on demand against any Loss of the Purchaser suffered as a result of any obligation of Integrated Partners under or in connection with this Agreement or any Ancillary Agreement to which it is a party being unenforceable, illegal, invalid or void. The obligations of the Guarantor under this Section 7.17 will not be affected by any act, omission or thing which, but for this Section 7.17, would reduce, release or prejudice any of its obligations under this Section 7.17, whether or not known to the Guarantor, including any amendment or waiver of any provision of this Agreement or any Ancillary Agreement. Nothing in this Section 7.17 or elsewhere in this Agreement will prevent the Guarantor from being able to assert any defense or any provision relating to limitation on indemnification that Integrated Partners may assert under this Agreement or any of the Ancillary Agreements.
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Related to BY THE GUARANTOR

  • Waiver by the Guarantor The Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against the Borrower or any other Person.

  • Waiver by the Guarantors Each Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against the Company or any other Person.

  • Covenants of the Guarantor (a) The Guarantor will not, and will not permit any Subsidiary Guarantor to, create or permit to exist any Lien upon any property or assets, including Equity Interests issued by the Issuer or any Subsidiary Guarantor, in order to secure any Indebtedness of NEP, the Issuer, or such Subsidiary Guarantor without providing for the Guaranteed Securities to be equally and ratably secured with (or prior to) any and all such Indebtedness and any other Indebtedness similarly entitled to be equally and ratably secured, for so long as such Indebtedness is so secured; provided, however, that this restriction will not apply to, or prevent the creation or existence of: (i) purchase money liens or purchase money security interests upon or in any property acquired by NEP, the Issuer or such Subsidiary Guarantor in the ordinary course of business to secure the purchase price or construction cost of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property or construction of improvements on such property; (ii) Liens existing on property acquired by NEP, the Issuer or such Subsidiary Guarantor at the time of its acquisition, provided that such Liens were not created in contemplation of such acquisition and do not extend to any assets other than the property so acquired; (iii) Liens securing Funded Debt recourse for which is limited to specific assets of NEP, the Issuer or such Subsidiary Guarantor created for the purpose of financing the acquisition, improvement or construction of the property subject to such Liens; (iv) the replacement, extension or renewal of any Lien permitted by clauses (i) through (iii) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in the direct or indirect obligor) of the Indebtedness secured thereby; (v) Liens upon or with respect to margin stock; (vi) to the extent constituting Liens on Indebtedness, the rights of the parties to the Cash Sweep and Credit Support Agreement and the Management Services Agreement to borrow cash from NEP or any Subsidiary; (vii) Liens securing Funded Debt of the Issuer or such Subsidiary Guarantor (including Indebtedness pursuant to the Existing Credit Agreement and the Existing Term Loan Agreements (including any secured Hedging Obligations)) that ranks no more senior in right of payment (irrespective of such Liens) than pari passu with the Guaranteed Securities; provided that as of the date of incurrence of any such Funded Debt, and after giving effect thereto, the aggregate principal amount of all Funded Debt of the Issuer or such Subsidiary Guarantor then outstanding that is secured by Liens granted by the Issuer and the Subsidiary Guarantors or any of them shall not exceed the greater of (a) $1,000,000,000 and (b) the amount that would cause the OpCo Secured Leverage Ratio to exceed 4.0:1.0; and (viii) any other Liens (other than Liens described in clauses (i) through (vii) above, if the aggregate principal amount of the indebtedness secured by all such Liens and security interests (without duplication) does not exceed in the aggregate $10,000,000 at any one time outstanding; provided that (x) the aggregate principal amount of the indebtedness secured by the Liens described in clauses (i) through (iii) above, inclusive, shall not exceed the greater of the aggregate fair value, the aggregate purchase price or the aggregate construction cost, as the case may be, of all properties subject to such Liens and (y) in no event shall the Issuer or any of its Subsidiaries create or permit to exist any Lien on the Equity Interests of NextEra Canadian Holdings.

  • Guarantor The word "Guarantor" means and includes without limitation each and all of the guarantors, sureties, and accommodation parties in connection with any Indebtedness.

  • Reaffirmation of the Guaranty Each Guarantor hereby ratifies, confirms, acknowledges and agrees that its obligations under its Guaranty are in full force and effect and that such Guarantor continues to unconditionally and irrevocably guarantee the full and punctual payment, when due, whether at stated maturity or earlier by acceleration or otherwise, all of the Guaranteed Obligations (as defined in its Guaranty), as such Guaranteed Obligations may have been amended by this Agreement, and its execution and deliver of this Agreement does not indicate or establish an approval or consent requirement by such Guarantor under its Guaranty in connection with the execution and delivery of amendments to the Credit Agreement, the Notes or any of the other Loan Documents.