Common use of Execution and Delivery of Guarantees Clause in Contracts

Execution and Delivery of Guarantees. (a) To evidence its Guarantee set forth in this Supplemental Indenture, each Guarantor hereby agrees that a notation of such Guarantee, substantially in the form included as Exhibit B to the Indenture, shall be endorsed by an Officer of such Guarantor on each Security authenticated and delivered by the Trustee after the date hereof. (b) Notwithstanding the foregoing, each Guarantor hereby agrees that its Guarantee set forth herein shall remain in full force and effect notwithstanding any failure to endorse on each Security a notation of such Guarantee. (c) If an Officer whose signature is on this Supplemental Indenture or on the Guarantee no longer holds that office at the time the Trustee authenticates the Security on which a Guarantee is endorsed, the Guarantee shall be valid nevertheless. (d) The delivery of any Security by the Trustee, after the authentication thereof under the Indenture, shall constitute due delivery of the Guarantee set forth in this Supplemental Indenture on behalf of each Guarantor. (e) Each Guarantor hereby agrees that its obligations hereunder shall be unconditional, regardless of the validity, regularity or enforceability of the Securities or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions of the Securities or the Indenture, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. (f) Each Guarantor hereby waives 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 Guarantee made pursuant to this Supplemental Indenture will not be discharged except by complete performance of the obligations contained in the Securities and the Indenture. (g) If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Guarantor, or any Custodian, Trustee, liquidator or other similar official acting in relation to either the Company or such Guarantor, any amount paid by either to the Trustee or such Holder, the Guarantee made pursuant to this Supplemental Indenture, to the extent theretofore discharged, shall be reinstated in full force and effect. (h) Each Guarantor agrees that 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 Guarantor further agrees that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand: (i) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 4 of the Indenture for the purposes of the Guarantee made pursuant to this Supplemental Indenture, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby; (ii) in the event of any declaration of acceleration of such Obligations as provided in Article 4 of the Indenture, such Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purpose of the Guarantee made pursuant to this Supplemental Indenture; and (iii) each Guarantor shall have the right to seek contribution from any other non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders or the Trustee under the Guarantee made pursuant to this Supplemental Indenture.

Appears in 7 contracts

Samples: Supplemental Indenture (L 3 Communications Holdings Inc), Supplemental Indenture (L 3 Communications Holdings Inc), Supplemental Indenture (L 3 Communications Corp)

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Execution and Delivery of Guarantees. (a) To evidence its Guarantee set forth in this Supplemental Indenture, each Guarantor hereby agrees that a notation of such Guarantee, substantially the form of which is included in the form included Form of Security attached as Exhibit B A to the Indenture, shall be endorsed by an Officer officer of such Guarantor on each Security Note authenticated and delivered by the Trustee after the date hereof. (b) Notwithstanding the foregoing, each Guarantor hereby agrees that its Guarantee set forth herein shall remain in full force and effect notwithstanding any failure to endorse on each Security Note a notation of such Guarantee. (c) If an Officer whose signature is on this Supplemental Indenture or on the Guarantee no longer holds that office at the time the Trustee authenticates the Security Note on which a Guarantee is endorsed, the Guarantee shall be valid nevertheless. (d) The delivery of any Security Note by the Trustee, after the authentication thereof under the Indenture, shall constitute due delivery of the Guarantee set forth in this Supplemental Indenture on behalf of each Guarantor. (e) Each Guarantor hereby agrees that its obligations hereunder shall be unconditional, regardless of the validity, regularity or enforceability of the Securities Notes or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities Notes with respect to any provisions of the Securities Notes or the Indenture, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. (f) Each Guarantor hereby waives 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 Guarantee made pursuant to this Supplemental Indenture will not be discharged except by complete performance of the obligations contained in the Securities Notes and the Indenture. (g) If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Guarantor, or any Custodian, Trustee, liquidator or other similar official acting in relation to either the Company or such Guarantor, any amount paid by either to the Trustee or such Holder, the Guarantee made pursuant to this Supplemental Indenture, to the extent theretofore discharged, shall be reinstated in full force and effect. (h) Each Guarantor agrees that 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 Guarantor further agrees that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand: (i) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 4 of the Indenture for the purposes of the Guarantee made pursuant to this Supplemental Indenture, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby; (ii) in the event of any declaration of acceleration of such Obligations obligations as provided in Article 4 of the Indenture, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purpose of the Guarantee made pursuant to this Supplemental Indenture; and (iii) each Guarantor shall have the right to seek contribution from any other non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders or the Trustee under the Guarantee made pursuant to this Supplemental Indenture.

Appears in 5 contracts

Samples: Supplemental Indenture (L 3 Communications Holdings Inc), Supplemental Indenture (L 3 Communications Holdings Inc), Supplemental Indenture (L 3 Communications Corp)

Execution and Delivery of Guarantees. (a) To evidence its Guarantee set forth in this Supplemental Indenture, each Guarantor hereby agrees that a notation this Supplemental Indenture shall be executed on behalf of such Guarantee, substantially in the form included as Exhibit B to the Indenture, shall be endorsed Guarantor by an Officer of such Guarantor on each Security authenticated and delivered who has been duly authorized by the Trustee after the date hereofall requisite corporate actions. (b) Notwithstanding the foregoingabsence of any endorsement or notation of such Guarantee on the Notes, each Guarantor hereby agrees that its Guarantee set forth herein shall remain in full force and effect notwithstanding any failure to endorse on each Security a notation of such Guaranteeeffect. (c) If an Officer whose signature is on this Supplemental Indenture or on the Guarantee no longer holds that office at the time the Trustee authenticates the Security on which a Guarantee is endorsedany Note, the Guarantee shall be valid nevertheless. (d) The delivery of any Security Note by the Trustee, after the authentication thereof under the Indenture, shall constitute due delivery of the Guarantee set forth in this Supplemental Indenture on behalf of each Guarantor. (e) Each Guarantor hereby agrees that its obligations hereunder shall be unconditional, regardless of the validity, regularity or enforceability of the Securities Notes or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities Notes with respect to any provisions of the Securities hereof or the Indenturethereof, the recovery of any judgment against the CompanyAuthority, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorguarantor in each case to the extent lawful. (f) Each Guarantor hereby waives waives, to the extent lawful, diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyAuthority, any right to require a proceeding first against the CompanyAuthority, protest, notice and all demands whatsoever and covenants that its Guarantee made pursuant to this Supplemental Indenture will not be discharged except by complete performance of the obligations contained in the Securities Notes and the Indenture. (g) If the Trustee or any Holder has instituted any proceeding to enforce any right or the Trustee is required by remedy under this Supplemental Indenture and such proceeding has been discontinued or abandoned for any court or otherwise to return to the Company or any Guarantorreason, or any Custodian, Trustee, liquidator or other similar official acting in relation to either the Company or such Guarantor, any amount paid by either has been determined adversely to the Trustee or to such Holder, then, and in every such case, subject to any determination in such proceeding, each Guarantor, the Guarantee made pursuant to this Supplemental Indenture, to Trustee and the extent theretofore discharged, Holders shall be reinstated in full force restored severally and effectrespectively to their former positions hereunder and thereafter all rights and remedies of such Guarantor, the Trustee and the Holders shall continue as though no such proceeding had been instituted. (h) Each Guarantor agrees that it shall hereby waives and will not be entitled to in any right manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation in relation to or any other rights against the Holders in respect Authority or any other Guarantor as a result of any obligations guaranteed hereby until payment in full of all obligations guaranteed herebyby such Guarantor under its Guarantee. Each Guarantor further agrees that, as between such Guarantorthe Guarantors, on the one hand, and the Holders and the Trustee, on the other hand: (i) in each case, to the extent lawful, the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 4 6 of the Indenture for the purposes of the Guarantee made pursuant to this Supplemental Indenture, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby;; and (ii) in the event of any declaration of acceleration of such Obligations obligations as provided in Article 4 of the Indenture6, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by such each Guarantor for the purpose of the Guarantee made pursuant to this Supplemental Indenture; and, in each case to the extent lawful. (iiii) each Each Guarantor shall have the right to seek contribution from any other non-paying Guarantor nonpaying Guarantor, if any, so long as the exercise of such right does not impair the rights of the Holders or the Trustee under the Guarantee made pursuant to this Supplemental Indenture. (j) Each Guarantor covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of the Indenture or this Guarantee; and each Guarantor (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

Appears in 4 contracts

Samples: Second Supplemental Indenture (Mohegan Tribal Gaming Authority), Second Supplemental Indenture (Mohegan Tribal Gaming Authority), Supplemental Indenture (Mohegan Tribal Gaming Authority)

Execution and Delivery of Guarantees. (a) To evidence its The Guarantees to be endorsed on the Securities of each series shall include the terms of the Guarantee set forth in this Supplemental IndentureSection 1401 (except that references to premium and interest need be included only if any premium or interest, each respectively, is provided for in the terms of such series) and any other terms that may be set forth in the form established pursuant to Section 202 with respect to such series. The Guarantor hereby agrees that to execute the Guarantees, in a notation of such Guaranteeform established pursuant to Section 202, substantially in the form included as Exhibit B to the Indenture, shall be endorsed by an Officer of such Guarantor on each Security authenticated and delivered by the Trustee after Trustee. The Guarantees shall be executed on behalf of the Guarantor by its Chairman of the Board, a Vice Chairman of the Board, its President or one of its Vice Presidents, under its corporate seal reproduced thereon attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Guarantees may be manual or facsimile. Guarantees bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Guarantor shall bind the Guarantor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Guarantees or did not hold such offices at the date hereof. (b) Notwithstanding the foregoing, each Guarantor hereby agrees that its Guarantee set forth herein shall remain in full force and effect notwithstanding any failure to endorse on each Security a notation of such Guarantee. (c) If an Officer whose signature is on this Supplemental Indenture or on the Guarantee no longer holds that office at the time the Trustee authenticates the Security on which a Guarantee is endorsed, the Guarantee shall be valid nevertheless. (d) Guarantees. The delivery of any Security by the Trustee, after the authentication thereof under the Indenturehereunder, shall constitute due delivery of the Guarantee set forth in this Supplemental Indenture endorsed thereon on behalf of each the Guarantor. (e) Each . The Guarantor hereby agrees that its obligations hereunder Guarantee set forth in Section 1401 shall be unconditional, regardless of the validity, regularity or enforceability of the Securities or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions of the Securities or the Indenture, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. (f) Each Guarantor hereby waives 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 Guarantee made pursuant to this Supplemental Indenture will not be discharged except by complete performance of the obligations contained in the Securities and the Indenture. (g) If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Guarantor, or any Custodian, Trustee, liquidator or other similar official acting in relation to either the Company or such Guarantor, any amount paid by either to the Trustee or such Holder, the Guarantee made pursuant to this Supplemental Indenture, to the extent theretofore discharged, shall be reinstated remain in full force and effect. (h) Each Guarantor agrees that 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 Guarantor further agrees that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand: (i) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 4 of the Indenture for the purposes of the Guarantee made pursuant to this Supplemental Indenture, effect notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby; (ii) in the event of failure to endorse a Guarantee on any declaration of acceleration of such Obligations as provided in Article 4 of the Indenture, such Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purpose of the Guarantee made pursuant to this Supplemental Indenture; and (iii) each Guarantor shall have the right to seek contribution from any other non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders or the Trustee under the Guarantee made pursuant to this Supplemental IndentureSecurity.

Appears in 4 contracts

Samples: Indenture (Thermo Electron Corp), Indenture (Thermo Electron Corp), Indenture (Thermo Electron Corp)

Execution and Delivery of Guarantees. (a) To evidence its Guarantee The Guarantees to be endorsed on the Securities of each series shall include the terms of the guarantee set forth in this Supplemental IndentureSection 202 (except that references to premium and interest need be included only if any premium or interest, each respectively, is provided for in the terms of such series) and any other terms that may be set forth in the form established pursuant to Section 202 with respect to such series. The Guarantor hereby agrees that to execute the Guarantees, in a notation of such Guaranteeform established pursuant to Section 202, substantially in the form included as Exhibit B to the Indenture, shall be endorsed by an Officer of such Guarantor on each Security authenticated and delivered by the Trustee after Trustee. The Guarantees shall be executed on behalf of the Guarantor by its Chairman of the Board, a Vice Chairman of the Board, its President or one of its Vice Presidents, under its corporate seal reproduced thereon attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Guarantees may be manual or facsimile. Guarantees bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Guarantor shall bind the Guarantor, notwithstanding that such individuals or any of them have cased to hold such offices prior to the authentication and delivery of such Guarantees or did not hold such offices at the date hereof. (b) Notwithstanding the foregoing, each Guarantor hereby agrees that its Guarantee set forth herein shall remain in full force and effect notwithstanding any failure to endorse on each Security a notation of such Guarantee. (c) If an Officer whose signature is on this Supplemental Indenture or on the Guarantee no longer holds that office at the time the Trustee authenticates the Security on which a Guarantee is endorsed, the Guarantee shall be valid nevertheless. (d) Guarantees. The delivery of any Security by the Trustee, after the authentication thereof under the Indenturehereunder, shall constitute due delivery of the Guarantee set forth in this Supplemental Indenture endorsed thereon on behalf of each the Guarantor. (e) Each . The Guarantor hereby agrees that its obligations hereunder Guarantee set forth in Section 202 and in this Article shall remain in full force and effect notwithstanding any failure to endorse a Guarantee on any Security. The Guarantees shall continue to be unconditionaleffective or be reinstated, regardless of as the validitycase may be, regularity if at any time payment on any Security, in whole or enforceability of the Securities in part, is rescinded or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions of the Securities or the Indenture, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might must otherwise constitute a legal or equitable discharge or defense of a guarantor. (f) Each Guarantor hereby waives 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 Guarantee made pursuant to this Supplemental Indenture will not be discharged except by complete performance of the obligations contained in the Securities and the Indenture. (g) If any Holder or the Trustee is required by any court or otherwise to return restored to the Company or any Guarantorthe Guarantor upon the bankruptcy, liquidation or any Custodian, Trustee, liquidator or other similar official acting in relation to either reorganization of the Company or such Guarantor, any amount paid by either to the Trustee Guarantor or such Holder, the Guarantee made pursuant to this Supplemental Indenture, to the extent theretofore discharged, shall be reinstated in full force and effect. (h) Each Guarantor agrees that 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 herebyotherwise. Each Guarantor further agrees that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand: (i) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 4 of the Indenture for the purposes of the Guarantee made pursuant to this Supplemental Indenture, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby; (ii) in the event of any declaration of acceleration of such Obligations as provided in Article 4 of the Indenture, such Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purpose of the Guarantee made pursuant to this Supplemental Indenture; and (iii) each Guarantor shall have the right to seek contribution from any other non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders or the Trustee under the Guarantee made pursuant to this Supplemental Indenture.ARTICLE SEVENTEEN

Appears in 2 contracts

Samples: Indenture (Apache Finance Canada Corp), Indenture (Apache Finance Canada Corp)

Execution and Delivery of Guarantees. (a) To evidence its Guarantee The Guarantees to be endorsed on the Securities of each series shall include the terms of the guarantee set forth in this Supplemental IndentureSection 202 (except that references to premium and interest need be included only if any premium or interest, each respectively, is provided for in the terms of such series) and any other terms that may be set forth in the form established pursuant to Section 202 with respect to such series. The Guarantor hereby agrees that to execute the Guarantees, in a notation of such Guaranteeform established pursuant to Section 202, substantially in the form included as Exhibit B to the Indenture, shall be endorsed by an Officer of such Guarantor on each Security authenticated and delivered by the Trustee after Trustee. The Guarantees shall be executed on behalf of the Guarantor by its Chairman of the Board, a Vice Chairman of the Board, its President or one of its Vice Presidents, under its corporate seal reproduced thereon attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Guarantees may be manual or facsimile. Guarantees bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Guarantor shall bind the Guarantor, notwithstanding that such individuals or any of them have cased to hold such offices prior to the authentication and delivery of such Guarantees or did not hold such offices at the date hereof. (b) Notwithstanding the foregoing, each Guarantor hereby agrees that its Guarantee set forth herein shall remain in full force and effect notwithstanding any failure to endorse on each Security a notation of such Guarantee. (c) If an Officer whose signature is on this Supplemental Indenture or on the Guarantee no longer holds that office at the time the Trustee authenticates the Security on which a Guarantee is endorsed, the Guarantee shall be valid nevertheless. (d) Guarantees. 100 109 The delivery of any Security by the Trustee, after the authentication thereof under the Indenturehereunder, shall constitute due delivery of the Guarantee set forth in this Supplemental Indenture endorsed thereon on behalf of each the Guarantor. (e) Each . The Guarantor hereby agrees that its obligations hereunder Guarantee set forth in Section 202 and in this Article shall remain in full force and effect notwithstanding any failure to endorse a Guarantee on any Security. This guarantee shall continue to be unconditionaleffective or be reinstated, regardless of as the validitycase may be, regularity if at any time payment on any Security, in whole or enforceability of the Securities in part, is rescinded or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions of the Securities or the Indenture, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might must otherwise constitute a legal or equitable discharge or defense of a guarantor. (f) Each Guarantor hereby waives 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 Guarantee made pursuant to this Supplemental Indenture will not be discharged except by complete performance of the obligations contained in the Securities and the Indenture. (g) If any Holder or the Trustee is required by any court or otherwise to return restored to the Company or any Guarantorthe Guarantor upon the bankruptcy, liquidation or any Custodian, Trustee, liquidator or other similar official acting in relation to either reorganization of the Company or such Guarantor, any amount paid by either to the Trustee or such Holder, the Guarantee made pursuant to this Supplemental Indenture, to the extent theretofore discharged, shall be reinstated in full force and effect. (h) Each Guarantor agrees that 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 herebyotherwise. Each Guarantor further agrees that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand: (i) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 4 of the Indenture for the purposes of the Guarantee made pursuant to this Supplemental Indenture, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby; (ii) in the event of any declaration of acceleration of such Obligations as provided in Article 4 of the Indenture, such Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purpose of the Guarantee made pursuant to this Supplemental Indenture; and (iii) each Guarantor shall have the right to seek contribution from any other non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders or the Trustee under the Guarantee made pursuant to this Supplemental Indenture.ARTICLE SEVENTEEN

Appears in 2 contracts

Samples: Indenture (Apache Corp), Indenture (Apache Corp)

Execution and Delivery of Guarantees. (a) To evidence its Guarantee guarantees under this Guaranty with respect to Securities of or within any series issued by the Issuer after the date hereof that are specified, as contemplated by Section 3.01 of the Indenture, to be guaranteed by ASII, ASII hereby agrees to execute a confirmation of guaranty (each a, “Confirmation of Guaranty”), in the form of Appendix I attached hereto or such other form as shall be established in one or more indentures supplemented hereto or approved from time to time by or pursuant to a Board Resolution, to be endorsed on each Security of such series authenticated and made available for delivery by the Trustee. Each such Confirmation of Guaranty shall be executed on behalf of ASII by its Chairman of the Board, or its Vice Chairman of the Board, or its President, or one of its Executive Vice Presidents or Vice Presidents, or by its Treasurer or one of its Assistant Treasurers and attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on each Confirmation of Guaranty may be manual or facsimile. Each Confirmation of Guaranty bearing the manual or facsimile signatures of the individuals who were the proper officers of ASII shall bind ASII, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of the Securities upon which such Confirmation of Guaranty is endorsed or did not hold such offices at the date of such Securities. The delivery of any Securities by the Trustee, after the date hereof and after the authentication thereof under the Indenture, shall constitute due delivery of each Confirmation of Guaranty endorsed thereon on behalf of ASII. ASII hereby agrees that its guarantees set forth in this Supplemental Indenture, each Guarantor hereby agrees that a notation of such Guarantee, substantially in the form included as Exhibit B to the Indenture, shall be endorsed by an Officer of such Guarantor on each Security authenticated and delivered by the Trustee after the date hereof. (b) Notwithstanding the foregoing, each Guarantor hereby agrees that its Guarantee set forth herein Guaranty shall remain in full force and effect notwithstanding any failure to endorse on each Security security a notation of such Guarantee. (c) If an Officer whose signature is Confirmation of Guaranty. No Confirmation of Guaranty on this Supplemental Indenture or on the Guarantee no longer holds that office at the time the Trustee authenticates the Security on which Securities of a Guarantee is endorsed, the Guarantee series heretofore issued shall be valid nevertheless. (d) The delivery of any Security by the Trustee, after the authentication required to evidence ASII’s guaranty thereof under the Indenture, shall constitute due delivery of the Guarantee set forth in this Supplemental Indenture on behalf of each Guarantor. (e) Each Guarantor hereby agrees that its obligations hereunder shall be unconditional, regardless of the validity, regularity or enforceability of the Securities or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions of the Securities or the Indenture, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. (f) Each Guarantor hereby waives 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 Guarantee made pursuant to this Supplemental Indenture will not be discharged except by complete performance of the obligations contained in the Securities and the IndentureGuaranty. (g) If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Guarantor, or any Custodian, Trustee, liquidator or other similar official acting in relation to either the Company or such Guarantor, any amount paid by either to the Trustee or such Holder, the Guarantee made pursuant to this Supplemental Indenture, to the extent theretofore discharged, shall be reinstated in full force and effect. (h) Each Guarantor agrees that 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 Guarantor further agrees that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand: (i) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 4 of the Indenture for the purposes of the Guarantee made pursuant to this Supplemental Indenture, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby; (ii) in the event of any declaration of acceleration of such Obligations as provided in Article 4 of the Indenture, such Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purpose of the Guarantee made pursuant to this Supplemental Indenture; and (iii) each Guarantor shall have the right to seek contribution from any other non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders or the Trustee under the Guarantee made pursuant to this Supplemental Indenture.

Appears in 2 contracts

Samples: Guaranty (American Standard Companies Inc), Seventh Supplemental Indenture (American Standard Companies Inc)

Execution and Delivery of Guarantees. (a) To evidence its Guarantee set forth in this Supplemental Indenture, each the Guarantor hereby agrees that a notation of such Guarantee, substantially in the form included as Exhibit B to the Indenture, this Supplemental Indenture shall be endorsed executed on behalf of the Guarantor by an Officer of such the Guarantor on each Security authenticated and delivered who has been duly authorized by the Trustee after the date hereofall requisite corporate actions. (b) Notwithstanding the foregoingabsence of any endorsement or notation of such Guarantee on the Notes, each the Guarantor hereby agrees that its Guarantee set forth herein shall remain in full force and effect notwithstanding any failure to endorse on each Security a notation of such Guaranteeeffect. (c) If an Officer whose signature is on this Supplemental Indenture or on the Guarantee no longer holds that office at the time the Trustee authenticates the Security on which a Guarantee is endorsedany Note, the Guarantee shall be valid nevertheless. (d) The delivery of any Security Note by the Trustee, after the authentication thereof under the Indenture, shall constitute due delivery of the Guarantee set forth in this Supplemental Indenture on behalf of each the Guarantor. (e) Each The Guarantor hereby agrees that its obligations hereunder shall be unconditional, regardless of the validity, regularity or enforceability of the Securities Notes or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities Notes with respect to any provisions of the Securities hereof or the Indenturethereof, the recovery of any judgment against the CompanyAuthority, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorguarantor in each case to the extent lawful. (f) Each The Guarantor hereby waives waives, to the extent lawful, diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyAuthority, any right to require a proceeding first against the CompanyAuthority, protest, notice and all demands whatsoever and covenants that its Guarantee made pursuant to this Supplemental Indenture will not be discharged except by complete performance of the obligations contained in the Securities Notes and the Indenture. (g) If the Trustee or any Holder has instituted any proceeding to enforce any right or the Trustee is required by remedy under this Supplemental Indenture and such proceeding has been discontinued or abandoned for any court or otherwise to return to the Company or any Guarantorreason, or any Custodian, Trustee, liquidator or other similar official acting in relation to either the Company or such Guarantor, any amount paid by either has been determined adversely to the Trustee or to such Holder, then, and in every such case, subject to any determination in such proceeding, the Guarantee made pursuant to this Supplemental IndentureGuarantor, to the extent theretofore discharged, Trustee and the Holders shall be reinstated in full force restored severally and effectrespectively to their former positions hereunder and thereafter all rights and remedies of the Guarantor, the Trustee and the Holders shall continue as though no such proceeding had been instituted. (h) Each The Guarantor agrees that it shall hereby waives and will not be entitled to in any right manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation in relation to or any other rights against the Holders in respect Authority or any other Guarantor as a result of any obligations guaranteed hereby until payment in full of all obligations guaranteed herebyby such Guarantor under its Guarantee. Each The Guarantor further agrees that, as between such Guarantorthe Guarantors, on the one hand, and the Holders and the Trustee, on the other hand: (i) in each case, to the extent lawful, the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 4 6 of the Indenture for the purposes of the Guarantee made pursuant to this Supplemental Indenture, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby;; and (ii) in the event of any declaration of acceleration of such Obligations obligations as provided in Article 4 of the Indenture6, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by such the Guarantor for the purpose of the Guarantee made pursuant to this Supplemental Indenture; and, in each case to the extent lawful. (iiii) each The Guarantor shall have the right to seek contribution from any other non-paying Guarantor nonpaying Guarantor, if any, so long as the exercise of such right does not impair the rights of the Holders or the Trustee under the Guarantee made pursuant to this Supplemental Indenture. (j) The Guarantor covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of the Indenture or this Guarantee; and the Guarantor (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

Appears in 2 contracts

Samples: Third Supplemental Indenture (Mohegan Tribal Gaming Authority), Third Supplemental Indenture (Mohegan Tribal Gaming Authority)

Execution and Delivery of Guarantees. (a) To evidence its Guarantee The Guarantees to be endorsed on the Securities of each series shall include the terms of the guarantee set forth in this Supplemental IndentureSection 202 (except that references to premium and Interest need be included only if any premium or Interest, each respectively, is provided for in the terms of such series) and any other terms that may be set forth in the form established pursuant to Section 202 with respect to such series. The Guarantor hereby agrees that to execute the Guarantees, in a notation of such Guaranteeform established pursuant to Section 202, substantially in the form included as Exhibit B to the Indenture, shall be endorsed by an Officer of such Guarantor on each Security authenticated and delivered by the Trustee after Trustee. The Guarantees shall be executed on behalf of the Guarantor by its Chairman of the Board, a Vice Chairman of the Board, its President or one of its Vice Presidents, under its corporate seal reproduced thereon attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Guarantees may be manual or facsimile. Guarantees bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Guarantor shall bind the Guarantor, notwithstanding that such individuals or any of them have cased to hold such offices prior to the authentication and delivery of such Guarantees or did not hold such offices at the date hereof. (b) Notwithstanding the foregoing, each Guarantor hereby agrees that its Guarantee set forth herein shall remain in full force and effect notwithstanding any failure to endorse on each Security a notation of such Guarantee. (c) If an Officer whose signature is on this Supplemental Indenture or on the Guarantee no longer holds that office at the time the Trustee authenticates the Security on which a Guarantee is endorsed, the Guarantee shall be valid nevertheless. (d) Guarantees. The delivery of any Security by the Trustee, after the authentication thereof under the Indenturehereunder, shall constitute due delivery of the Guarantee set forth in this Supplemental Indenture endorsed thereon on behalf of each the Guarantor. (e) Each . The Guarantor hereby agrees that its obligations hereunder Guarantee set forth in Section 202 and in this Article shall remain in full force and effect notwithstanding any failure to endorse a Guarantee on any Security. The Guarantees shall continue to be unconditionaleffective or be reinstated, regardless of as the validitycase may be, regularity if at any time payment on any Security, in whole or enforceability of the Securities in part, is rescinded or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions of the Securities or the Indenture, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might must otherwise constitute a legal or equitable discharge or defense of a guarantor. (f) Each Guarantor hereby waives 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 Guarantee made pursuant to this Supplemental Indenture will not be discharged except by complete performance of the obligations contained in the Securities and the Indenture. (g) If any Holder or the Trustee is required by any court or otherwise to return restored to the Company or any Guarantorthe Guarantor upon the bankruptcy, liquidation or any Custodian, Trustee, liquidator or other similar official acting in relation to either reorganization of the Company or such Guarantor, any amount paid by either to the Trustee Guarantor or such Holder, the Guarantee made pursuant to this Supplemental Indenture, to the extent theretofore discharged, shall be reinstated in full force and effect. (h) Each Guarantor agrees that 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 herebyotherwise. Each Guarantor further agrees that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand: (i) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 4 of the Indenture for the purposes of the Guarantee made pursuant to this Supplemental Indenture, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby; (ii) in the event of any declaration of acceleration of such Obligations as provided in Article 4 of the Indenture, such Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purpose of the Guarantee made pursuant to this Supplemental Indenture; and (iii) each Guarantor shall have the right to seek contribution from any other non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders or the Trustee under the Guarantee made pursuant to this Supplemental Indenture.ARTICLE SEVENTEEN

Appears in 2 contracts

Samples: Indenture (Apache Corp), Indenture (Apache Corp)

Execution and Delivery of Guarantees. (a) To evidence its Guarantee The Guarantees to be endorsed on the Securities of each series shall include the terms of the guarantee set forth in this Supplemental IndentureSection 202 (except that references to premium and Interest need be included only if any premium or Interest, each respectively, is provided for in the terms of such series) and any other terms that may be set forth in the form established pursuant to Section 202 with respect to such series. The Guarantor hereby agrees that to execute the Guarantees, in a notation of such Guaranteeform established pursuant to Section 202, substantially in the form included as Exhibit B to the Indenture, shall be endorsed by an Officer of such Guarantor on each Security authenticated and delivered by the Trustee after Trustee. The Guarantees shall be executed on behalf of the Guarantor by its Chairman of the Board, a Vice Chairman of the Board, its President or one of its Vice Presidents, under its corporate seal reproduced thereon attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Guarantees may be manual or facsimile. 100 Guarantees bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Guarantor shall bind the Guarantor, notwithstanding that such individuals or any of them have cased to hold such offices prior to the authentication and delivery of such Guarantees or did not hold such offices at the date hereof. (b) Notwithstanding the foregoing, each Guarantor hereby agrees that its Guarantee set forth herein shall remain in full force and effect notwithstanding any failure to endorse on each Security a notation of such Guarantee. (c) If an Officer whose signature is on this Supplemental Indenture or on the Guarantee no longer holds that office at the time the Trustee authenticates the Security on which a Guarantee is endorsed, the Guarantee shall be valid nevertheless. (d) Guarantees. The delivery of any Security by the Trustee, after the authentication thereof under the Indenturehereunder, shall constitute due delivery of the Guarantee set forth in this Supplemental Indenture endorsed thereon on behalf of each the Guarantor. (e) Each . The Guarantor hereby agrees that its obligations hereunder Guarantee set forth in Section 202 and in this Article shall remain in full force and effect notwithstanding any failure to endorse a Guarantee on any Security. The Guarantees shall continue to be unconditionaleffective or be reinstated, regardless of as the validitycase may be, regularity if at any time payment on any Security, in whole or enforceability of the Securities in part, is rescinded or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions of the Securities or the Indenture, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might must otherwise constitute a legal or equitable discharge or defense of a guarantor. (f) Each Guarantor hereby waives 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 Guarantee made pursuant to this Supplemental Indenture will not be discharged except by complete performance of the obligations contained in the Securities and the Indenture. (g) If any Holder or the Trustee is required by any court or otherwise to return restored to the Company or any Guarantorthe Guarantor upon the bankruptcy, liquidation or any Custodian, Trustee, liquidator or other similar official acting in relation to either reorganization of the Company or such Guarantor, any amount paid by either to the Trustee Guarantor or such Holder, the Guarantee made pursuant to this Supplemental Indenture, to the extent theretofore discharged, shall be reinstated in full force and effect. (h) Each Guarantor agrees that 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 herebyotherwise. Each Guarantor further agrees that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand: (i) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 4 of the Indenture for the purposes of the Guarantee made pursuant to this Supplemental Indenture, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby; (ii) in the event of any declaration of acceleration of such Obligations as provided in Article 4 of the Indenture, such Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purpose of the Guarantee made pursuant to this Supplemental Indenture; and (iii) each Guarantor shall have the right to seek contribution from any other non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders or the Trustee under the Guarantee made pursuant to this Supplemental Indenture.ARTICLE SEVENTEEN

Appears in 1 contract

Samples: Indenture (Apache Corp)

Execution and Delivery of Guarantees. (a) To evidence its Guarantee the Guarantees set forth in this Supplemental Indenture, each Guarantor the Guarantors hereby agrees agree that a notation of such Guarantee, substantially in the form included as Exhibit B to the Indenture, Guarantees shall be endorsed by an Officer officer of such Guarantor each of the Guarantors on each Security Debenture authenticated and delivered by the Trustee after the date hereof. (b) Notwithstanding the foregoing, each Guarantor the Guarantors hereby agrees agree that its Guarantee the Guarantees set forth herein shall remain in full force and effect notwithstanding any failure to endorse on each Security Debenture a notation of such GuaranteeGuarantees. (c) If an Officer whose signature is on this Supplemental Indenture or on the Guarantee no longer holds that office at the time the Trustee authenticates the Security on which a Guarantee is endorsed, the Guarantee shall be valid nevertheless. (d) The delivery of any Security Debenture by the Trustee, after the authentication thereof under the Indenture, shall constitute due delivery of the Guarantee Guarantees set forth in this Supplemental Indenture on behalf of each Guarantorthe Guarantors. (ed) Each Guarantor hereby agrees The Guarantors hereby, jointly and severally, agree that its their obligations hereunder shall be unconditional, regardless of the validity, regularity or enforceability of the Securities Debentures or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities Debentures with respect to any provisions of the Securities Debentures or the Indenture, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. (fe) Each Guarantor The Guarantors hereby waives 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 that its Guarantee the Guarantees made pursuant to this Supplemental Indenture will not be discharged except by complete performance of the obligations contained in the Securities Debentures and the Indenture. (gf) If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Guarantorthe Guarantors, or any Custodian, Trustee, liquidator or other similar official acting in relation to either the Company or such Guarantorthe Guarantors, any amount paid by either to the Trustee or such Holder, the Guarantee Guarantees made pursuant to this Supplemental Indenture, to the extent theretofore discharged, shall be reinstated in full force and effect. (hg) Each Guarantor agrees The Guarantors agree that it they 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 Guarantor The Guarantors further agrees agree that, as between such Guarantorthe Guarantors, on the one hand, and the Holders and the Trustee, on the other hand: (i1) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 4 6 of the Indenture for the purposes of the Guarantee Guarantees made pursuant to this Supplemental Indenture, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby; (ii2) in the event of any declaration of acceleration of such Obligations obligations as provided in Article 4 6 of the Indenture, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor the Guarantors for the purpose of the Guarantee Guarantees made pursuant to this Supplemental Indenture; and (iii3) each Guarantor the Guarantors shall have the right to seek contribution from any other non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders or the Trustee under the Guarantee Guarantees made pursuant to this Supplemental Indenture.

Appears in 1 contract

Samples: Indenture (Gtech Holdings Corp)

Execution and Delivery of Guarantees. (a) To evidence its Guarantee their Guarantees set forth in this Supplemental IndentureAgreement, each Guarantor the Guarantors hereby agrees agree that a notation of such Guarantee, substantially in the form included as Exhibit B to the Indenture, Guarantee shall be endorsed by an Officer of such each Guarantor on each Security any Note authenticated and delivered by the Trustee Administrative Agent on or after the date hereof. The form of such notation is included in the Form of Note attached as Exhibit B to this Agreement. (ba) Notwithstanding the foregoing, each Guarantor the Guarantors hereby agrees agree that its their Guarantee set forth herein shall remain in full force and effect notwithstanding any failure to endorse on each Security Note a notation of such Guarantee. (b) The Guarantors hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Borrower, any right to require a proceeding first against the Borrower, protest, notice and all demands whatsoever, and each Guarantor covenants that its Guarantee made pursuant to this Agreement will not be discharged except by complete performance of the obligations contained in the Notes and the Agreement. (c) If an Officer whose signature any Lender or the Administrative Agent is on this Supplemental Indenture required by any court or on otherwise to return to the Guarantee no longer holds that office at Borrower or the time Guarantors, or any Custodian, Administrative Agent, liquidator or other similar official acting in relation to either the Trustee authenticates Borrower or the Security on which a Guarantee is endorsedGuarantors, any amount paid by either to the Administrative Agent or such Lender, the Guarantee made pursuant to this Agreement, to the extent theretofore discharged, shall be valid neverthelessreinstated in full force and effect. (d) The delivery of any Security by the Trustee, after the authentication thereof under the Indenture, shall constitute due delivery of the Guarantee set forth in this Supplemental Indenture on behalf of each Guarantor. (e) Each Guarantor Guarantors hereby agrees agree that its their obligations hereunder shall be unconditional, regardless of the validity, regularity or enforceability of the Securities Notes or the IndentureAgreement, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities Lender with respect to any provisions of the Securities Notes or the IndentureAgreement, the recovery of any judgment against the CompanyBorrower, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. (fe) Each Guarantor hereby waives 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 The Guarantors agree that its Guarantee made pursuant to this Supplemental Indenture will not be discharged except by complete performance of the obligations contained in the Securities and the Indenture. (g) If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Guarantor, or any Custodian, Trustee, liquidator or other similar official acting in relation to either the Company or such Guarantor, any amount paid by either to the Trustee or such Holder, the Guarantee made pursuant to this Supplemental Indenture, to the extent theretofore discharged, shall be reinstated in full force and effect. (h) Each Guarantor agrees that it they shall not be entitled to any right of subrogation in relation to the Holders Lenders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor The Guarantors further agrees agree that, as between such Guarantorthe Guarantors, on the one hand, and the Holders Lenders and the TrusteeAdministrative Agent, on the other hand: (i) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 4 VII of the Indenture this Agreement for the purposes of the Guarantee made pursuant to this Supplemental IndentureAgreement, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby; (ii) in the event of any declaration of acceleration of such Obligations as provided in Article 4 VII of the Indenturethis Agreement, such Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor the Guarantors for the purpose of the Guarantee made pursuant to this Supplemental IndentureAgreement; and (iii) each Guarantor the Guarantors shall have the right to seek contribution from any other non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders Lenders or the Trustee Administrative Agent under the Guarantee made pursuant to this Supplemental IndentureAgreement.

Appears in 1 contract

Samples: Bridge Loan Agreement (L 3 Communications Corp)

Execution and Delivery of Guarantees. (a) To evidence its Guarantee the Guarantees set forth in this Supplemental Indenture, each Guarantor the Guarantors hereby agrees agree that a notation of such Guarantee, substantially in the form included as Exhibit B to the Indenture, Guarantees shall be endorsed by an Officer of such Guarantor each of the Guarantors on each Security Note authenticated and delivered by the Trustee after the date hereof. (b) Notwithstanding the foregoing, each Guarantor the Guarantors hereby agrees agree that its Guarantee the Guarantees set forth herein shall remain in full force and effect notwithstanding any failure to endorse on each Security Note a notation of such GuaranteeGuarantees. (c) If an Officer whose signature is on this Supplemental Indenture or on the Guarantee no longer holds that office at the time the Trustee authenticates the Security on which a Guarantee is endorsed, the Guarantee shall be valid nevertheless. (d) The delivery of any Security Note by the Trustee, after the authentication thereof under the this Indenture, shall constitute due delivery of the Guarantee Guarantees set forth in this Supplemental Indenture on behalf of each Guarantorthe Guarantors. (ed) Each Guarantor hereby agrees The Guarantors hereby, jointly and severally, agree that its their obligations hereunder shall be unconditional, regardless of the validity, regularity or enforceability of the Securities Notes or the this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities any series of Notes with respect to any provisions of the Securities such Notes or the this Indenture, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. (fe) Each Guarantor The Guarantors hereby waives 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 that its Guarantee the Guarantees made pursuant to this Supplemental Indenture will not be discharged except by complete performance of the obligations contained in the Securities Notes and the this Indenture. (gf) If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Guarantorthe Guarantors, or any Custodiancustodian, Trusteetrustee, liquidator or other similar official acting in relation to either the Company or such Guarantorthe Guarantors, any amount paid by either to the Trustee or such Holder, the Guarantee Guarantees made pursuant to this Supplemental Indenture, to the extent theretofore discharged, shall be reinstated in full force and effect. (hg) Each Guarantor agrees The Guarantors agree that it they 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 Guarantor The Guarantors further agrees agree that, as between such Guarantorthe Guarantors, on the one hand, and the Holders and the Trustee, on the other hand: (i1) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 4 VI of the this Indenture for the purposes of the Guarantee Guarantees made pursuant to this Supplemental Indenture, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby; (ii2) in the event of any declaration of acceleration of such Obligations obligations as provided in Article 4 VI of the this Indenture, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor the Guarantors for the purpose of the Guarantee Guarantees made pursuant to this Supplemental Indenture; and (iii3) each Guarantor the Guarantors shall have the right to seek contribution from any other non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders or the Trustee under the Guarantee Guarantees made pursuant to this Supplemental Indenture.

Appears in 1 contract

Samples: Indenture (Gtech Holdings Corp)

Execution and Delivery of Guarantees. (a) To evidence its The Guarantee to be endorsed on the Securities of each series shall include or incorporate by reference the terms of the Guarantee set forth in this Supplemental Indenture, each Section 1401 and any other terms that may be set forth as established pursuant to Section 301. The Guarantor hereby agrees that a notation of such to execute its Guarantee, substantially in the a form included as Exhibit B set forth in Section 204 or established pursuant to the IndentureSection 201, shall to be endorsed by an Officer of such Guarantor on each Security authenticated and delivered by the Trustee after Trustee. The Guarantee shall be executed on behalf of the Guarantor by its Chairman of the Board, its Vice Chairman of the Board, its President or its Vice President, under its corporate seal reproduced thereon attested by its Secretary or one of its Assistant Secretaries or by its Treasurer or one of its Assistance Treasurers. The signature of any such officer on the Guarantee may be manual or facsimile. A Guarantee bearing the manual or facsimile signature of an individual who was at any time a proper officer of the Guarantor shall bind the Guarantor, notwithstanding that any such individual has ceased to hold such offices prior to the authentication and delivery of such Guarantee or did not hold such office at the date hereof. (b) Notwithstanding the foregoing, each Guarantor hereby agrees that its Guarantee set forth herein shall remain in full force and effect notwithstanding any failure to endorse on each Security a notation of such Guarantee. (c) If an Officer whose signature is on this Supplemental Indenture or on the Guarantee no longer holds that office at the time the Trustee authenticates the Security on which a Guarantee is endorsed, the Guarantee shall be valid nevertheless. (d) . The delivery of any Security by the Trustee, after the authentication thereof under the Indenturehereunder, shall constitute due delivery of the Guarantee set forth in this Supplemental Indenture endorsed thereon on behalf of each the Guarantor. (e) Each . The Guarantor hereby agrees that its obligations hereunder Guarantee set forth in Section 1401 shall be unconditional, regardless of the validity, regularity or enforceability of the Securities or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions of the Securities or the Indenture, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. (f) Each Guarantor hereby waives 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 Guarantee made pursuant to this Supplemental Indenture will not be discharged except by complete performance of the obligations contained in the Securities and the Indenture. (g) If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Guarantor, or any Custodian, Trustee, liquidator or other similar official acting in relation to either the Company or such Guarantor, any amount paid by either to the Trustee or such Holder, the Guarantee made pursuant to this Supplemental Indenture, to the extent theretofore discharged, shall be reinstated remain in full force and effect. (h) Each effect notwithstanding any failure to endorse a Guarantee on any Security. The Guarantor agrees that it shall not be entitled by its execution of this Indenture hereby authorizes the Corporation, in the name and on behalf of the Guarantor, to any right of subrogation in relation confirm the applicable Guarantee to the Holders in respect Holder of any obligations guaranteed hereby until payment in full each Security authenticated and delivered hereunder by the Corporation's execution and delivery of all obligations guaranteed hereby. Each Guarantor further agrees thateach such Security, as between with such GuarantorGuarantee endorsed thereon, on the one hand, authenticated and the Holders and delivered by the Trustee, on the other hand: (i) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 4 of the Indenture for the purposes of the Guarantee made pursuant to this Supplemental Indenture, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby; (ii) in the event of any declaration of acceleration of such Obligations as provided in Article 4 of the Indenture, such Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purpose of the Guarantee made pursuant to this Supplemental Indenture; and (iii) each Guarantor shall have the right to seek contribution from any other non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders or the Trustee under the Guarantee made pursuant to this Supplemental Indenture.

Appears in 1 contract

Samples: Senior Indenture (Sempra Energy Global Enterprises)

Execution and Delivery of Guarantees. (a) To evidence its The Guarantees to be endorsed on the Securities shall automatically be deemed to include the terms of the Guarantee set forth in this Supplemental Indenture, each Guarantor hereby agrees that a notation of such Guarantee, Section 1301 and shall be substantially in the form included as Exhibit B established pursuant to the IndentureSection 202. Each Guarantor hereby agrees to execute its Guarantee, shall in a form established pursuant to Section 202, to be endorsed by an Officer of such Guarantor on each Security authenticated and delivered by the Trustee after the date hereof. (b) Notwithstanding the foregoing, Trustee. The Guarantee shall be executed on behalf of each respective Guarantor hereby agrees that its Guarantee set forth herein shall remain in full force and effect notwithstanding by any failure to endorse on each Security a notation one of such Guarantee. (c) If an Officer whose Guarantor's Chairman of the Board, President, Vice Presidents or other Person duly authorized by the Board of Directors of such Guarantor. The signature is on this Supplemental Indenture of any or all of these Persons on the Guarantee no longer holds that office may be manual or facsimile. A Guarantee bearing the manual or facsimile signature of individuals who were at the time the Trustee authenticates proper officers of the Guarantor shall bind such Guarantor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and deliver of the Security on which a such Guarantee is endorsed, endorsed or did not hold such offices at the Guarantee shall be valid nevertheless. (d) date of such Guarantee. The delivery of any Security by the Trustee, after the authentication thereof under the Indenturehereunder, shall constitute due delivery of the Guarantee endorsed thereon on behalf of the Guarantors and shall bind each Guarantor notwithstanding the fact that the Guarantee does not bear the signature of such Guarantor. Each of the Guarantors hereby, jointly and severally, agrees that its Guarantee set forth in this Supplemental Indenture on behalf of each Guarantor. (e) Each Guarantor hereby agrees that its obligations hereunder shall be unconditional, regardless of the validity, regularity or enforceability of the Securities or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions of the Securities or the Indenture, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. (f) Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court Section 1301 and in the event form 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 Guarantee made established pursuant to this Supplemental Indenture will not be discharged except by complete performance of the obligations contained in the Securities and the Indenture. (g) If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Guarantor, or any Custodian, Trustee, liquidator or other similar official acting in relation to either the Company or such Guarantor, any amount paid by either to the Trustee or such Holder, the Guarantee made pursuant to this Supplemental Indenture, to the extent theretofore discharged, Section 202 shall be reinstated remain in full force and effect. (h) Each Guarantor agrees that 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 Guarantor further agrees that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand: (i) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 4 of the Indenture for the purposes of the Guarantee made pursuant to this Supplemental Indenture, effect notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby; (ii) in the event of failure to endorse a Guarantee on any declaration of acceleration of such Obligations as provided in Article 4 of the Indenture, such Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purpose of the Guarantee made pursuant to this Supplemental Indenture; and (iii) each Guarantor shall have the right to seek contribution from any other non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders or the Trustee under the Guarantee made pursuant to this Supplemental IndentureSecurity.

Appears in 1 contract

Samples: Indenture (Utilicorp United Inc)

Execution and Delivery of Guarantees. (a1) To evidence its Guarantee their Guarantees set forth in this Supplemental Indenture, each Guarantor the Guarantors hereby agrees agree that a notation of such Guarantee, substantially in the form included as Exhibit B to the Indenture, Guarantee shall be endorsed by an Officer of such Guarantor the Guarantors on each Security authenticated and delivered by the Trustee on or after the date hereof. The form of such notation is included in the Form of Security attached as Exhibit A to this Indenture. (b2) Notwithstanding the foregoing, each Guarantor the Guarantors hereby agrees agree that its their Guarantee set forth herein shall remain in full force and effect notwithstanding any failure to endorse on each Security a notation of such Guarantee. (c3) If an Officer whose signature is on this Supplemental Indenture or on the Guarantee a Security no longer holds that office at the time the Trustee authenticates the Security on which a Guarantee is endorsed, the Guarantee shall be valid nevertheless. (d4) The delivery of any Security by the Trustee, after the authentication thereof under the Indenture, shall constitute due delivery of the Guarantee set forth in this Supplemental Indenture on behalf of each Guarantorthe Guarantors. (e5) Each Guarantor The Guarantors hereby agrees agree that its their obligations hereunder shall shall, to the extent permitted by applicable law, be unconditional, regardless of the validity, regularity or enforceability of the Securities or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions of the Securities or the Indenture, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. (f6) Each Guarantor hereby waives The Guarantors hereby, to the extent permitted by applicable law, 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 that its their Guarantee made pursuant to this Supplemental Indenture will not be discharged except by complete performance of the obligations contained in the Securities and the Indenture. (g7) If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Guarantorthe Guarantors, or any Custodian, Trustee, liquidator or other similar official acting in relation to either the Company or such Guarantorthe Guarantors, any amount paid by either to the Trustee or such Holder, the Guarantee made pursuant to this Supplemental Indenture, to the extent theretofore discharged, shall be reinstated in full force and effect. (h) Each Guarantor agrees 8) The Guarantors agree that it they 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 Guarantor The Guarantors further agrees agree that, as between such Guarantorthe Guarantors, on the one hand, and the Holders and the Trustee, on the other hand: (ia) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 4 of the this Indenture for the purposes of the Guarantee made pursuant to this Supplemental Indenture, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby; (iib) in the event of any declaration of acceleration of such Obligations as provided in Article 4 of the this Indenture, such Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor the Guarantors for the purpose of the Guarantee made pursuant to this Supplemental Indenture; and (iiic) each Guarantor the Guarantors shall have the right to seek contribution from any other non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders or the Trustee under the Guarantee made pursuant to this Supplemental Indenture.

Appears in 1 contract

Samples: Indenture (L 3 Communications Holdings Inc)

Execution and Delivery of Guarantees. (a1) To evidence its Guarantee the Guarantees set forth in this Supplemental Indenture, each the Guarantor hereby agrees that a notation of each such Guarantee, substantially in the form included as in Exhibit B to the IndentureA-3, shall be endorsed by an Authorized Officer of such the Guarantor on each Security authenticated and delivered by the Trustee after the date hereof. (b2) Notwithstanding the foregoing, each the Guarantor hereby agrees that its Guarantee the Guarantees set forth herein shall remain in full force and effect notwithstanding any failure to endorse on each Security a notation of such Guarantee. (c) If an Officer whose signature is on this Supplemental Indenture or on the Guarantee no longer holds that office at the time the Trustee authenticates the Security on which a Guarantee is endorsed, the Guarantee shall be valid nevertheless. (d3) The delivery of any Security by the Trustee, after the authentication thereof under the this Indenture, shall constitute due delivery of the Guarantee set forth in this Supplemental Indenture on behalf of each the Guarantor. (e4) Each The Guarantor hereby agrees that its obligations hereunder shall be unconditionalfull, unconditional and irrevocable, regardless of the validity, regularity or enforceability of the Securities or the this Indenture, the absence of any action to enforce the same, any waiver or consent by the Trustee or any Holder of the Securities with respect to any provisions of the such Securities or the this Indenture, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. (f5) Each The Guarantor hereby waives 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 Guarantee the Guarantees made pursuant to this Supplemental Indenture will not be discharged except by complete performance of the obligations contained in the Securities and the this Indenture. (g6) If any Holder or the Trustee is required by any court or otherwise to return to the Company or any the Guarantor, or any Custodiancustodian, Trusteetrustee, liquidator or other similar official acting in relation to either the Company or such the Guarantor, any amount paid by either to the Trustee or such Holder, the Guarantee Guarantees made pursuant to this Supplemental Indenture, to the extent theretofore discharged, shall be reinstated in full force and effect. (h7) Each The Guarantor agrees that 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 The Guarantor further agrees that, as between such the Guarantor, on the one hand, and the Holders and the Trustee, on the other hand: (ia) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 4 5 of the this Indenture for the purposes of the Guarantee Guarantees made pursuant to this Supplemental Indenture, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby;; and (iib) in the event of any declaration of acceleration of such Obligations obligations as provided in Article 4 5 of the this Indenture, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by such the Guarantor for the purpose of the Guarantee Guarantees made pursuant to this Supplemental Indenture; and. (iii) each Guarantor 8) The Guarantees shall have the right to seek contribution from any other non-paying Guarantor so long as the exercise constitute guarantees of such right does payment and not impair the rights of the Holders or the Trustee under the Guarantee made pursuant to this Supplemental Indenturecollection.

Appears in 1 contract

Samples: Indenture (Cit Group Inc)

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Execution and Delivery of Guarantees. (a) To evidence its The Guarantee to be endorsed on the Securities of each series shall include or incorporate by reference the terms of the Guarantee set forth in this Supplemental Indenture, each Section 1401 and any other terms that may be set forth as established pursuant to Section 301. The Guarantor hereby agrees that a notation of such to execute its Guarantee, substantially in the a form included as Exhibit B set forth in or established pursuant to the IndentureSection 201, shall to be endorsed by an Officer of such Guarantor on each Security authenticated and delivered by the Trustee after Trustee. The Guarantee shall be executed on behalf of the Guarantor by its Chairman of the Board, its Vice Chairman of the Board, its President or its Vice President, under its corporate seal reproduced thereon attested by its Secretary or one of its Assistant Secretaries or by its Treasurer or one of its Assistance Treasurers. The signature of any such officer on the Guarantee may be manual or facsimile. A Guarantee bearing the manual or facsimile signature of an individual who was at any time a proper officer of the Guarantor shall bind the Guarantor, notwithstanding that any such individual has ceased to hold such office prior to the authentication and delivery of such Guarantee or did not hold such office at the date hereof. (b) Notwithstanding the foregoing, each Guarantor hereby agrees that its Guarantee set forth herein shall remain in full force and effect notwithstanding any failure to endorse on each Security a notation of such Guarantee. (c) If an Officer whose signature is on this Supplemental Indenture or on the Guarantee no longer holds that office at the time the Trustee authenticates the Security on which a Guarantee is endorsed, the Guarantee shall be valid nevertheless. (d) . The delivery of any Security by the Trustee, after the authentication thereof under the Indenturehereunder, shall constitute due delivery of the Guarantee set forth in this Supplemental Indenture endorsed thereon on behalf of each the Guarantor. (e) Each . The Guarantor hereby agrees that its obligations hereunder Guarantee set forth in Section 1401 shall be unconditional, regardless of the validity, regularity or enforceability of the Securities or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions of the Securities or the Indenture, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. (f) Each Guarantor hereby waives 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 Guarantee made pursuant to this Supplemental Indenture will not be discharged except by complete performance of the obligations contained in the Securities and the Indenture. (g) If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Guarantor, or any Custodian, Trustee, liquidator or other similar official acting in relation to either the Company or such Guarantor, any amount paid by either to the Trustee or such Holder, the Guarantee made pursuant to this Supplemental Indenture, to the extent theretofore discharged, shall be reinstated remain in full force and effect. (h) Each effect notwithstanding any failure to endorse a Guarantee on any Security. The Guarantor agrees that it shall not be entitled by its execution of this Indenture hereby authorizes the Corporation, in the name and on behalf of the Guarantor, to any right of subrogation in relation confirm the applicable Guarantee to the Holders in respect Holder of any obligations guaranteed hereby until payment in full each Security authenticated and delivered hereunder by the Corporation's execution and delivery of all obligations guaranteed hereby. Each Guarantor further agrees thateach such Security, as between with such GuarantorGuarantee endorsed thereon, on the one hand, authenticated and the Holders and delivered by the Trustee, on the other hand: (i) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 4 of the Indenture for the purposes of the Guarantee made pursuant to this Supplemental Indenture, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby; (ii) in the event of any declaration of acceleration of such Obligations as provided in Article 4 of the Indenture, such Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purpose of the Guarantee made pursuant to this Supplemental Indenture; and (iii) each Guarantor shall have the right to seek contribution from any other non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders or the Trustee under the Guarantee made pursuant to this Supplemental Indenture.

Appears in 1 contract

Samples: Senior Indenture (Sempra Energy)

Execution and Delivery of Guarantees. (a) To evidence its Guarantee the Guarantees set forth in this Supplemental Indenture, each Guarantor the Guarantors hereby agrees agree that a notation of such Guarantee, substantially in the form included as Exhibit B to the Indenture, Guarantees shall be endorsed by an Officer of such Guarantor each of the Guarantors on each Security Note authenticated and delivered by the Trustee after the date hereof. (b) Notwithstanding the foregoing, each Guarantor the Guarantors hereby agrees agree that its Guarantee the Guarantees set forth herein shall remain in full force and effect notwithstanding any failure to endorse on each Security Note a notation of such GuaranteeGuarantees. (c) If an Officer whose signature is on this Supplemental Indenture or on the Guarantee no longer holds that office at the time the Trustee authenticates the Security on which a Guarantee is endorsed, the Guarantee shall be valid nevertheless. (d) The delivery of any Security Note by the Trustee, after the authentication thereof under the this Indenture, shall constitute due delivery of the Guarantee Guarantees set forth in this Supplemental Indenture on behalf of each Guarantorthe Guarantors. (ed) Each Guarantor hereby agrees The Guarantors hereby, jointly and severally, agree that its their obligations hereunder shall be unconditional, regardless of the validity, regularity or enforceability of the Securities Notes or the this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities Notes with respect to any provisions of the Securities Notes or the this Indenture, the recovery of any judgment against the Company, any action to enforce the same or any other 44 circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. (fe) Each Guarantor The Guarantors hereby waives 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 that its Guarantee the Guarantees made pursuant to this Supplemental Indenture will not be discharged except by complete performance of the obligations contained in the Securities Notes and the this Indenture. (gf) If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Guarantorthe Guarantors, or any Custodiancustodian, Trusteetrustee, liquidator or other similar official acting in relation to either the Company or such Guarantorthe Guarantors, any amount paid by either to the Trustee or such Holder, the Guarantee Guarantees made pursuant to this Supplemental Indenture, to the extent theretofore discharged, shall be reinstated in full force and effect. (hg) Each Guarantor agrees The Guarantors agree that it they 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 Guarantor The Guarantors further agrees agree that, as between such Guarantorthe Guarantors, on the one hand, and the Holders and the Trustee, on the other hand: (i1) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 4 VI of the this Indenture for the purposes of the Guarantee Guarantees made pursuant to this Supplemental Indenture, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby; (ii2) in the event of any declaration of acceleration of such Obligations obligations as provided in Article 4 VI of the this Indenture, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor the Guarantors for the purpose of the Guarantee Guarantees made pursuant to this Supplemental Indenture; and (iii3) each Guarantor the Guarantors shall have the right to seek contribution from any other non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders or the Trustee under the Guarantee Guarantees made pursuant to this Supplemental Indenture.

Appears in 1 contract

Samples: Indenture (Gtech Corp)

Execution and Delivery of Guarantees. (a1) To evidence its Guarantee the Guarantees set forth in this Supplemental Indenture, each the Guarantor hereby agrees that a notation of each such Guarantee, substantially in the form included as in Exhibit B to the Indenture[__], shall be endorsed by an Authorized Officer of such the Guarantor on each Security authenticated and delivered by the Trustee after the date hereof. (b2) Notwithstanding the foregoing, each the Guarantor hereby agrees that its Guarantee the Guarantees set forth herein shall remain in full force and effect notwithstanding any failure to endorse on each Security a notation of such Guarantee. (c) If an Officer whose signature is on this Supplemental Indenture or on the Guarantee no longer holds that office at the time the Trustee authenticates the Security on which a Guarantee is endorsed, the Guarantee shall be valid nevertheless. (d3) The delivery of any Security by the Trustee, after the authentication thereof under the this Indenture, shall constitute due delivery of the Guarantee set forth in this Supplemental Indenture on behalf of each the Guarantor. (e4) Each The Guarantor hereby agrees that its obligations hereunder shall be unconditionalfull, unconditional and irrevocable, regardless of the validity, regularity or enforceability of the Securities or the this Indenture, the absence of any action to enforce the same, any waiver or consent by the Trustee or any Holder of the Securities with respect to any provisions of the such Securities or the this Indenture, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. (f5) Each The Guarantor hereby waives 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 Guarantee the Guarantees made pursuant to this Supplemental Indenture will not be discharged except by complete performance of the obligations contained in the Securities and the this Indenture. (g6) If any Holder or the Trustee is required by any court or otherwise to return to the Company or any the Guarantor, or any Custodiancustodian, Trusteetrustee, liquidator or other similar official acting in relation to either the Company or such the Guarantor, any amount paid by either to the Trustee or such Holder, the Guarantee Guarantees made pursuant to this Supplemental Indenture, to the extent theretofore discharged, shall be reinstated in full force and effect. (h7) Each The Guarantor agrees that 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 The Guarantor further agrees that, as between such the Guarantor, on the one hand, and the Holders and the Trustee, on the other hand: (ia) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 4 5 of the this Indenture for the purposes of the Guarantee Guarantees made pursuant to this Supplemental Indenture, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby;; and (iib) in the event of any declaration of acceleration of such Obligations obligations as provided in Article 4 5 of the this Indenture, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by such the Guarantor for the purpose of the Guarantee Guarantees made pursuant to this Supplemental Indenture; and. (iii) each Guarantor 8) The Guarantees shall have the right to seek contribution from any other non-paying Guarantor so long as the exercise constitute guarantees of such right does payment and not impair the rights of the Holders or the Trustee under the Guarantee made pursuant to this Supplemental Indenturecollection.

Appears in 1 contract

Samples: Indenture (CIT Group Funding CO of Canada)

Execution and Delivery of Guarantees. (a) To evidence its Guarantee set forth in this Supplemental IndentureGuarantees with respect to Securities of or within any series that are specified, each as contemplated by Section 3.01, to be guaranteed by the Guarantor, the Guarantor hereby agrees that a notation of such Guaranteeto execute the Guarantees, substantially in the form included as of Exhibit B to the Indenture, or such other form as shall be established in one or more indentures supplemented hereto or approved from time to time by or pursuant to a Board Resolution, to be endorsed by an Officer of such Guarantor on each Security of such series authenticated and delivered made available for delivery by the Trustee Trustee. Each such Guarantee shall be executed on behalf of the Guarantor by its Chairman of the Board, or its Vice Chairman of the Board, or its President, or one of its Executive Vice Presidents or Vice Presidents, or by its Treasurer or one of its Assistant Treasurers and attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Guarantees may be manual or facsimile. Guarantees bearing the manual or facsimile signatures of the individuals who were the proper officers of the Guarantor shall bind the Guarantor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of the Securities upon which such Guarantees are endorsed or did not hold such offices at the date of such Securities. The delivery of any Securities by the Trustee, after the date hereof. (b) Notwithstanding authentication thereof hereunder, shall constitute due delivery of the foregoing, each Guarantees endorsed thereon on behalf of the Guarantor. The Guarantor hereby agrees that its Guarantee Guarantees set forth herein in this Article shall remain in full force and effect notwithstanding any failure to endorse on each Security security a notation of such Guarantee. (c) If an Officer whose signature is on this Supplemental Indenture or on the Guarantee no longer holds that office at the time the Trustee authenticates the Security on which a Guarantee is endorsed, the Guarantee shall be valid nevertheless. (d) The delivery of any Security by the Trustee, after the authentication thereof under the Indenture, shall constitute due delivery of the Guarantee set forth in this Supplemental Indenture on behalf of each Guarantor. (e) Each Guarantor hereby agrees that its obligations hereunder shall be unconditional, regardless of the validity, regularity or enforceability of the Securities or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions of the Securities or the Indenture, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. (f) Each Guarantor hereby waives 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 Guarantee made pursuant to this Supplemental Indenture will not be discharged except by complete performance of the obligations contained in the Securities and the Indenture. (g) If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Guarantor, or any Custodian, Trustee, liquidator or other similar official acting in relation to either the Company or such Guarantor, any amount paid by either to the Trustee or such Holder, the Guarantee made pursuant to this Supplemental Indenture, to the extent theretofore discharged, shall be reinstated in full force and effect. (h) Each Guarantor agrees that 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 Guarantor further agrees that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand: (i) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 4 of the Indenture for the purposes of the Guarantee made pursuant to this Supplemental Indenture, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby; (ii) in the event of any declaration of acceleration of such Obligations as provided in Article 4 of the Indenture, such Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purpose of the Guarantee made pursuant to this Supplemental Indenture; and (iii) each Guarantor shall have the right to seek contribution from any other non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders or the Trustee under the Guarantee made pursuant to this Supplemental Indenture.

Appears in 1 contract

Samples: Indenture (American Standard Companies Inc)

Execution and Delivery of Guarantees. (a) To evidence its Guarantee The Guarantees to be endorsed on the Securities of each series shall include the terms of the guarantee set forth in this Supplemental IndentureSection 202 (except that references to premium and Interest need be included only if any premium or Interest, each respectively, is provided for in the terms of such series) and any other terms that may be set forth in the form established pursuant to Section 202 with respect to such series. The Guarantor hereby agrees that to execute the Guarantees, in a notation of such Guaranteeform established pursuant to Section 202, substantially in the form included as Exhibit B to the Indenture, shall be endorsed by an Officer of such Guarantor on each Security authenticated and delivered by the Trustee after Trustee. 100 The Guarantees shall be executed on behalf of the Guarantor by its Chairman of the Board, a Vice Chairman of the Board, its President or one of its Vice Presidents, under its corporate seal reproduced thereon attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Guarantees may be manual or facsimile. Guarantees bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Guarantor shall bind the Guarantor, notwithstanding that such individuals or any of them have cased to hold such offices prior to the authentication and delivery of such Guarantees or did not hold such offices at the date hereof. (b) Notwithstanding the foregoing, each Guarantor hereby agrees that its Guarantee set forth herein shall remain in full force and effect notwithstanding any failure to endorse on each Security a notation of such Guarantee. (c) If an Officer whose signature is on this Supplemental Indenture or on the Guarantee no longer holds that office at the time the Trustee authenticates the Security on which a Guarantee is endorsed, the Guarantee shall be valid nevertheless. (d) Guarantees. The delivery of any Security by the Trustee, after the authentication thereof under the Indenturehereunder, shall constitute due delivery of the Guarantee set forth in this Supplemental Indenture endorsed thereon on behalf of each the Guarantor. (e) Each . The Guarantor hereby agrees that its obligations hereunder Guarantee set forth in Section 202 and in this Article shall remain in full force and effect notwithstanding any failure to endorse a Guarantee on any Security. The Guarantees shall continue to be unconditionaleffective or be reinstated, regardless of as the validitycase may be, regularity if at any time payment on any Security, in whole or enforceability of the Securities in part, is rescinded or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions of the Securities or the Indenture, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might must otherwise constitute a legal or equitable discharge or defense of a guarantor. (f) Each Guarantor hereby waives 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 Guarantee made pursuant to this Supplemental Indenture will not be discharged except by complete performance of the obligations contained in the Securities and the Indenture. (g) If any Holder or the Trustee is required by any court or otherwise to return restored to the Company or any Guarantorthe Guarantor upon the bankruptcy, liquidation or any Custodian, Trustee, liquidator or other similar official acting in relation to either reorganization of the Company or such Guarantor, any amount paid by either to the Trustee Guarantor or such Holder, the Guarantee made pursuant to this Supplemental Indenture, to the extent theretofore discharged, shall be reinstated in full force and effect. (h) Each Guarantor agrees that 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 herebyotherwise. Each Guarantor further agrees that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand: (i) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 4 of the Indenture for the purposes of the Guarantee made pursuant to this Supplemental Indenture, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby; (ii) in the event of any declaration of acceleration of such Obligations as provided in Article 4 of the Indenture, such Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purpose of the Guarantee made pursuant to this Supplemental Indenture; and (iii) each Guarantor shall have the right to seek contribution from any other non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders or the Trustee under the Guarantee made pursuant to this Supplemental Indenture.ARTICLE SEVENTEEN

Appears in 1 contract

Samples: Indenture (Apache Corp)

Execution and Delivery of Guarantees. (a) To evidence its Guarantee the Guarantees set forth in this Supplemental Indenture, each Guarantor the Guarantors hereby agrees agree that a notation of such Guarantee, substantially in the form included as Exhibit B to the Indenture, Guarantees shall be endorsed by an Officer officer of such Guarantor each of the Guarantors on each Security CODES authenticated and delivered by the Trustee after the date hereof. (b) Notwithstanding the foregoing, each Guarantor the Guarantors hereby agrees agree that its Guarantee the Guarantees set forth herein shall remain in full force and effect notwithstanding any failure to endorse on each Security CODES a notation of such GuaranteeGuarantees. (c) If an Officer whose signature is on this Supplemental Indenture or on the Guarantee no longer holds that office at the time the Trustee authenticates the Security CODES on which a Guarantee is the Guarantees are endorsed, the Guarantee Guarantees shall be valid nevertheless. (d) The delivery of any Security CODES by the Trustee, after the authentication thereof under the Indenture, shall constitute due delivery of the Guarantee Guarantees set forth in this Supplemental Indenture on behalf of each Guarantorthe Guarantors. (e) Each Guarantor hereby agrees The Guarantors hereby, jointly and severally, agree that its their obligations hereunder shall be unconditional, regardless of the validity, regularity or enforceability of the Securities or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities CODES with respect to any provisions of the Securities or the Indenture, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. (f) Each Guarantor The Guarantors hereby waives 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 83 90 and covenants that its Guarantee the Guarantees made pursuant to this Supplemental Indenture will not be discharged except by complete performance of the obligations contained in the Securities and the Indenture. (g) If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Guarantorthe Guarantors, or any Custodian, Trustee, liquidator or other similar official acting in relation to either the Company or such Guarantorthe Guarantors, any amount paid by either to the Trustee or such Holder, the Guarantee Guarantees made pursuant to this Supplemental Indenture, to the extent theretofore discharged, shall be reinstated in full force and effect. (h) Each Guarantor agrees The Guarantors agree that it they 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 Guarantor The Guarantors further agrees agree that, as between such Guarantorthe Guarantors, on the one hand, and the Holders and the Trustee, on the other hand: (i1) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 4 of the Indenture for the purposes of the Guarantee Guarantees made pursuant to this Supplemental Indenture, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby;; and (ii2) in the event of any declaration of acceleration of such Obligations obligations as provided in Article 4 of the Indenture, such Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor the Guarantors for the purpose of the Guarantee Guarantees made pursuant to this Supplemental Indenture; and. (iii3) each Guarantor The Guarantors shall have the right to seek contribution from any other non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders or the Trustee under the Guarantee Guarantees made pursuant to this Supplemental Indenture.

Appears in 1 contract

Samples: Indenture (Apogent Technologies Inc)

Execution and Delivery of Guarantees. (a) To evidence its Guarantee of the Notes set forth in this Supplemental IndentureSection 11.01, each Guarantor party to this Indenture on the date hereof hereby agrees that a notation to execute the Guarantee of such Guarantee, the Notes substantially in the form included as Exhibit B set forth in Section 2.03 to the Indenture, shall be endorsed by an Officer of such Guarantor on each Security Note authenticated and delivered by the Trustee Trustee. Each such Guarantee shall be executed on behalf of each of the Guarantors and dated as set forth in Section 2.04 prior to the authentication of the Note on which it is endorsed, and the delivery of the Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of such Guarantees on behalf of each of the Guarantors. To the extent not a party to this Indenture on the date hereof. (b) Notwithstanding the foregoing, each Guarantor hereby agrees that its shall execute and deliver to the Trustee a Guarantee set forth herein in the form of Exhibit D hereto and a supplemental indenture substantially in the form of Exhibit E hereto, pursuant to which such Subsidiary shall remain in full force become a Guarantor under this Article Eleven and effect notwithstanding any failure to endorse on each shall Guarantee the obligations of the Company under this Indenture, the Notes and the Security a notation Documents. Concurrently with the execution and delivery of such Guarantee. (c) Guarantee and such supplemental indenture, such Guarantor shall deliver to the Trustee an Opinion of Counsel that the foregoing have been duly authorized, executed and delivered by such Guarantor and that such Guarantor’s Guarantee is a valid and legally binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms. If an Officer whose signature is on this Supplemental Indenture or on a Guarantee of the Guarantee Notes no longer holds that office at the time the Trustee authenticates the Security Note on which a Guarantee of the Notes is endorsed, the Guarantee of the Notes shall be valid nevertheless. (d) The delivery of any Security by the Trustee, after the authentication thereof under the Indenture, shall constitute due delivery of the Guarantee set forth in this Supplemental Indenture on behalf of each Guarantor. (e) Each Guarantor hereby agrees that its obligations hereunder shall be unconditional, regardless of the validity, regularity or enforceability of the Securities or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions of the Securities or the Indenture, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. (f) Each Guarantor hereby waives 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 Guarantee made pursuant to this Supplemental Indenture will not be discharged except by complete performance of the obligations contained in the Securities and the Indenture. (g) If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Guarantor, or any Custodian, Trustee, liquidator or other similar official acting in relation to either the Company or such Guarantor, any amount paid by either to the Trustee or such Holder, the Guarantee made pursuant to this Supplemental Indenture, to the extent theretofore discharged, shall be reinstated in full force and effect. (h) Each Guarantor agrees that 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 Guarantor further agrees that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand: (i) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 4 of the Indenture for the purposes of the Guarantee made pursuant to this Supplemental Indenture, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby; (ii) in the event of any declaration of acceleration of such Obligations as provided in Article 4 of the Indenture, such Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purpose of the Guarantee made pursuant to this Supplemental Indenture; and (iii) each Guarantor shall have the right to seek contribution from any other non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders or the Trustee under the Guarantee made pursuant to this Supplemental Indenture.

Appears in 1 contract

Samples: Exhibit (Check Mart of New Mexico Inc)

Execution and Delivery of Guarantees. (a) To evidence its Guarantee the Guarantees set forth in this Supplemental Indenture, each Guarantor the Guarantors hereby agrees agree that a notation of such Guarantee, substantially in the form included as Exhibit B to the Indenture, Guarantees shall be endorsed by an Officer officer of such Guarantor each of the Guarantors on each Security CODES authenticated and delivered by the Trustee after the date hereof. (b) Notwithstanding the foregoing, each Guarantor the Guarantors hereby agrees agree that its Guarantee the Guarantees set forth herein shall remain in full force and effect notwithstanding any failure to endorse on each Security CODES a notation of such GuaranteeGuarantees. (c) If an Officer whose signature is on this Supplemental Indenture or on the Guarantee no longer holds that office at the time the Trustee authenticates the Security CODES on which a Guarantee is the Guarantees are endorsed, the Guarantee Guarantees shall be valid nevertheless. (d) The delivery of any Security CODES by the Trustee, after the authentication thereof under the Indenture, shall constitute due delivery of the Guarantee Guarantees set forth in this Supplemental Indenture on behalf of each Guarantorthe Guarantors. (e) Each Guarantor hereby agrees The Guarantors hereby, jointly and severally, agree that its their obligations hereunder shall be unconditional, regardless of the validity, regularity or enforceability of the Securities or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities CODES with respect to any provisions of the Securities or the Indenture, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. (f) Each Guarantor The Guarantors hereby waives 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 that its Guarantee the Guarantees made pursuant to this Supplemental Indenture will not be discharged except by complete performance of the obligations contained in the Securities and the Indenture. (g) If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Guarantorthe Guarantors, or any Custodian, Trustee, liquidator or other similar official acting in relation to either the Company or such Guarantorthe Guarantors, any amount paid by either to the Trustee or such Holder, the Guarantee Guarantees made pursuant to this Supplemental Indenture, to the extent theretofore discharged, shall be reinstated in full force and effect. (h) Each Guarantor agrees The Guarantors agree that it they 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 Guarantor The Guarantors further agrees agree that, as between such Guarantorthe Guarantors, on the one hand, and the Holders and the Trustee, on the other hand: (i1) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 4 of the Indenture for the purposes of the Guarantee Guarantees made pursuant to this Supplemental Indenture, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby;; and (ii2) in the event of any declaration of acceleration of such Obligations obligations as provided in Article 4 of the Indenture, such Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor the Guarantors for the purpose of the Guarantee Guarantees made pursuant to this Supplemental Indenture; and. (iii3) each Guarantor The Guarantors shall have the right to seek contribution from any other non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders or the Trustee under the Guarantee Guarantees made pursuant to this Supplemental Indenture.

Appears in 1 contract

Samples: Indenture (Apogent Technologies Inc)

Execution and Delivery of Guarantees. (a) To evidence its Guarantee set forth in this Supplemental Indenture, each the Guarantor hereby agrees that a notation of such Guarantee, substantially in the form included as Exhibit B to the Indenture, Guarantee shall be endorsed by an Officer officer of such Guarantor on each Security Note authenticated and delivered by the Trustee after the date hereof. (b) Notwithstanding the foregoing, each the Guarantor hereby agrees that its Guarantee set forth herein shall remain in full force and effect notwithstanding any failure to endorse on each Security Note a notation of such Guarantee. (c) If an Officer officer whose signature is on this Supplemental Indenture or on the Guarantee no longer holds that office at the time the Trustee authenticates the Security Note on which a Guarantee is endorsed, the Guarantee shall be valid nevertheless. (d) The delivery of any Security the Note by the Trustee, after the authentication thereof under the Indenture, shall constitute due delivery of the Guarantee set forth in this Supplemental Indenture on behalf of each the Guarantor. (e) Each The Guarantor hereby agrees that its obligations hereunder shall be unconditional, regardless of the validity, regularity or enforceability of the Securities Notes or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities Notes with respect to any provisions of the Securities hereof or the Indenturethereof, the recovery of any judgment against the CompanyAuthority, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorguarantor in each case to the extent lawful. (f) Each The Guarantor hereby waives waives, to the extent lawful, diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyAuthority, any right to require a proceeding first against the CompanyAuthority, protest, notice and all demands whatsoever and covenants that its Guarantee made pursuant to this Supplemental Indenture will not be discharged except by complete performance of the obligations contained in the Securities Notes and the Indenture or pursuant to Section 5(b) of this Supplemental Indenture. (g) If the Trustee or any Holder has instituted any proceeding to enforce any right or the Trustee is required by remedy under this Supplemental Indenture and such proceeding has been discontinued or abandoned for any court or otherwise to return to the Company or any Guarantorreason, or any Custodian, Trustee, liquidator or other similar official acting in relation to either the Company or such Guarantor, any amount paid by either has been determined adversely to the Trustee or to such Holder, then, and in every such case, subject to any determination in such proceeding, the Guarantee made pursuant to this Supplemental IndentureGuarantor, to the extent theretofore discharged, Trustee and the Holders shall be reinstated in full force restored severally and effectrespectively to their former positions hereunder and thereafter all rights and remedies of the Guarantor, the Trustee and the Holders shall continue as though no such proceeding had been instituted. (h) Each The Guarantor agrees that it shall hereby waives and will not be entitled to in any right manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation in relation to or any other rights against the Holders in respect Authority or any other Guarantor as a result of any obligations guaranteed hereby until payment in full of all obligations guaranteed herebyby such Guarantor under its Guarantee. Each The Guarantor further agrees that, as between such Guarantorthe Guarantors, on the one hand, and the Holders and the Trustee, on the other hand: (i) in each case, to the extent lawful, the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 4 6 of the Indenture for the purposes of the Guarantee made pursuant to this Supplemental Indenture, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby;; and (ii) in the event of any declaration of acceleration of such Obligations obligations as provided in Article 4 of the Indenture6, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by such the Guarantor for the purpose of the Guarantee made pursuant to this Supplemental Indenture; and, in each case to the extent lawful. (iiii) each The Guarantor shall have the right to seek contribution from any other non-paying Guarantor nonpaying Guarantor, if any, so long as the exercise of such right does not impair the rights of the Holders or the Trustee under the Guarantee made pursuant to this Supplemental Indenture. (j) The Guarantor covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of the Indenture or this Guarantee; and the Guarantor (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted. (k) [Reserved.]

Appears in 1 contract

Samples: Indenture (Mohegan Tribal Gaming Authority)

Execution and Delivery of Guarantees. (a1) To evidence its Guarantee the Guarantees set forth in this Supplemental Indenture, each the Guarantor hereby agrees that a notation of each such Guarantee, substantially in the form included as in Exhibit B to the IndentureD, shall be endorsed by an Authorized Officer of such the Guarantor on each Security Note authenticated and delivered by the Trustee after the date hereof. (b2) Notwithstanding the foregoing, each the Guarantor hereby agrees that its Guarantee the Guarantees set forth herein shall remain in full force and effect notwithstanding any failure to endorse on each Security Note a notation of such Guarantee. (c) If an Officer whose signature is on this Supplemental Indenture or on the Guarantee no longer holds that office at the time the Trustee authenticates the Security on which a Guarantee is endorsed, the Guarantee shall be valid nevertheless. (d3) The delivery of any Security Note by the Trustee, after the authentication thereof under the this Indenture, shall constitute due delivery of the Guarantee set forth in this Supplemental Indenture on behalf of each the Guarantor. (e4) Each The Guarantor hereby agrees that its obligations hereunder shall be unconditionalfull, unconditional and irrevocable, regardless of the validity, regularity or enforceability of the Securities Notes or the this Indenture, the absence of any action to enforce the same, any waiver or consent by the Trustee or any Holder of the Securities with respect to any provisions of the Securities such Notes or the this Indenture, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. (f5) Each The Guarantor hereby waives 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 Guarantee the Guarantees made pursuant to this Supplemental Indenture will not be discharged except by complete performance of the obligations contained in the Securities Notes and the this Indenture. (g6) If any Holder or the Trustee is required by any court or otherwise to return to the Company or any the Guarantor, or any Custodiancustodian, Trusteetrustee, liquidator or other similar official acting in relation to either the Company or such the Guarantor, any amount paid by either to the Trustee or such Holder, the Guarantee Guarantees made pursuant to this Supplemental Indenture, to the extent theretofore discharged, shall be reinstated in full force and effect. (h7) Each The Guarantor agrees that 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 The Guarantor further agrees that, as between such the Guarantor, on the one hand, and the Holders and the Trustee, on the other hand: (ia) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 4 5 of the this Indenture for the purposes of the Guarantee Guarantees made pursuant to this Supplemental Indenture, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby;; and (iib) in the event of any declaration of acceleration of such Obligations obligations as provided in Article 4 5 of the this Indenture, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by such the Guarantor for the purpose of the Guarantee Guarantees made pursuant to this Supplemental Indenture; and. (iii) each Guarantor 8) The Guarantees shall have the right to seek contribution from any other non-paying Guarantor so long as the exercise constitute guarantees of such right does payment and not impair the rights of the Holders or the Trustee under the Guarantee made pursuant to this Supplemental Indenturecollection.

Appears in 1 contract

Samples: Indenture (Cit Group Inc)

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