Covenant to Guarantee Sample Clauses

Covenant to Guarantee. If, after the first Quarterly Date following the Closing Date, any Note Party forms or acquires a wholly-owned direct or indirect Subsidiary which is not an Excluded Subsidiary, or any Subsidiary of a Note Party ceases to be an Excluded Subsidiary, in each case as reasonably determined by the Company in consultation with (but without the consent of) the Administrative Agent (such Subsidiary, an “Additional Subsidiary Note Party”, and the date such Subsidiary is determined to be an Additional Subsidiary Note Party, the “Guarantee Requirement Date”), then the Company shall, within 60 days of the Guarantee Requirement Date (or such longer period as the Administrative Agent shall reasonably agree), notify the Administrative Agent thereof, and the Company and the relevant other Note Party will ensure that (a) such Additional Subsidiary Note Party shall become a Guarantor under this Agreement by executing and delivering to the Administrative Agent a counterpart agreement or supplement to this Agreement in accordance with its terms and (b) the Note Party directly holding that Additional Subsidiary Note Party shall take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates reasonably requested by Collateral Agent in order to cause the Collateral Agent, for the benefit of the Secured Parties, to have a Lien on 100% of the issued and outstanding Capital Stock of such Additional Subsidiary Note Party, on terms substantially similar to the terms of the Security Document governing Liens of Capital Stock, be perfected and of first priority (subject to Permitted Liens) and shall deliver or cause to be delivered to the Administrative Agent and the Collateral Agent, items as are similar to those provided by Note Parties under Sections 4.02 and 5.22.
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Covenant to Guarantee. As a result of the closing of the merger of the Company with the Guarantor, the Guarantor covenants and agrees to execute and deliver to the Trustee a supplemental indenture pursuant to which the Guarantor will agree to fully and unconditionally guarantee, on a senior unsecured basis, all of the Company’s obligations under the Notes, with such Guarantee is to be automatically and unconditionally released and discharged if (1) at any time the Guarantor has no Debt outstanding and does not guarantee the Debt of any Subsidiary (other than the Notes), or (2) the Indenture has been satisfied and discharged in accordance with Section 401 of the Indenture.
Covenant to Guarantee. IHC Group hereby unconditionally guarantees the due and timely performance by the Corporation of all of its obligations hereunder, and covenants and agrees that the Manager shall not be bound to exhaust its recourse against the Corporation or any other person before being entitled to require IHC Group to honor its guarantee contained in this paragraph 6.1.
Covenant to Guarantee. Upon any Domestic Subsidiary becoming a Borrower (as defined in the Revolving Credit Agreement (as in effect on the Effective Date)) or a Guarantor (as defined in the Revolving Credit Agreement (as in effect on the Effective Date)), in each case, after the Effective Date and pursuant to the Revolving Credit Agreement, concurrently therewith, cause such Domestic Subsidiary to (a) become a Guarantor by execution and delivery to the Administrative Agent of a Joinder Agreement (or such other documents as the Administrative Agent shall reasonably deem appropriate for such purpose), and (b) in furtherance of clause (a), deliver to the Administrative Agent for the benefit of the Lender Parties, (i) such other document or documents as the Administrative Agent shall reasonably deem appropriate to effect the purposes set forth in such clause, (ii) such documents and certificates referred to in Section 4.01 (including legal opinions) as may be reasonably requested by the Administrative Agent and (iii) such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.
Covenant to Guarantee 

Related to Covenant to Guarantee

  • Agreement to Guarantee The Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee and in the Indenture including but not limited to Article 10 thereof.

  • Covenant to Guarantee Obligations and Give Security At the Borrower’s expense, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:

  • The Guarantee Each Guarantor hereby jointly and severally with the other Guarantors guarantees, as a primary obligor and not merely as a surety to each Secured Party and their respective permitted successors and assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of (i) the Title 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the United States Code and (ii) any other Debtor Relief Laws) on the Loans made by the Lenders to, and the Notes held by each Lender of, the Borrower, and all other Secured Obligations from time to time owing to the Secured Parties by any Loan Party or any Subsidiary under any Loan Document or any Secured Hedge Agreement or any Treasury Services Agreement, in each case strictly in accordance with the terms thereof (such obligations, including any future increases in the amount thereof, being herein collectively called the “Guaranteed Obligations”); provided, however, that Guaranteed Obligations shall exclude all Excluded Swap Obligations. The Guarantors hereby jointly and severally agree that if the Borrower or other Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

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