Common use of Execution of Guarantee Clause in Contracts

Execution of Guarantee. (a) To evidence the Guarantee, each Guarantor hereby agrees to execute the guarantee substantially in the form set forth in Section 204, to be endorsed on each Security authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of each Guarantor by its Chairman of the Board, its President, its Chief Executive Officer, its President, its Chief Operating Officer, one of its Vice Presidents, its Treasurer, its Assistant Treasurer, its Secretary or its Assistant Secretary. The signature of any of these officers on the Securities may be manual or facsimile. (b) Any Person that was not a Guarantor on the initial Issue Date may become a Guarantor by executing and delivering to the Trustee (i) a supplemental indenture in form and substance satisfactory to the Trustee, which subjects such Person to the provisions (including the representations and warranties) of this Indenture as a Guarantor, (ii) in the event that as of the date of such supplemental indenture any Registrable Securities are outstanding, an instrument in form and substance satisfactory to the Trustee which subjects such Person to the provisions of the Registration Rights Agreement with respect to such outstanding Registrable Securities, and (iii) an Opinion of Counsel to the effect that such supplemental indenture has been duly authorized and executed by such Person and constitutes the legal, valid and binding obligation of such Person (subject to such customary assumptions and exceptions as may be acceptable to the Trustee in its reasonable discretion). (c) If an officer whose signature is on this Indenture no longer holds that office at the time the Trustee authenticates a Security on which this Guarantee is endorsed, such Guarantee shall be valid nevertheless.

Appears in 4 contracts

Samples: Indenture (HBL LLC), Indenture (Uag Connecticut I LLC), Indenture (Atlantic Auto Funding Corp)

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Execution of Guarantee. (a) To evidence the Guarantee, each Guarantor hereby agrees to execute the guarantee substantially in the form set forth in Section 204Exhibit C hereto, to be endorsed on each Security authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of each Guarantor by one of its Chairman of the Board, its President, its Chief Executive Officer, its President, its Chief Operating Officer, one of its any Executive Vice PresidentsPresident or Vice President, its Treasurer, its Assistant Treasurer, its Secretary or its Assistant Secretary. The signature of any of these officers on the Securities may be manual or facsimile. (b) Any Person that was not a Guarantor on the initial Issue Date may become a Guarantor by executing and delivering to the Trustee (i) a supplemental indenture in form and substance satisfactory to the Trusteeset forth in Exhibit B hereto, which subjects such Person to the provisions (including the representations and warranties) of this Indenture as a Guarantor, (ii) in the event that as of the date of such supplemental indenture any Registrable Securities (as defined in the Registration Rights Agreement) are outstanding, an instrument in form and substance satisfactory to the Trustee which subjects such Person to the provisions of the Registration Rights Agreement with respect to such outstanding Registrable Securities, and (iii) an Opinion of Counsel to the effect that such supplemental indenture has been duly authorized and executed by such Person and constitutes the legal, valid and binding obligation of such Person (subject to such customary assumptions and exceptions as may be acceptable to the Trustee in its reasonable discretion). (c) If an officer whose signature is on this Indenture no longer holds that office at the time the Trustee authenticates a Security on which this Guarantee is endorsed, such Guarantee shall be valid nevertheless.

Appears in 2 contracts

Samples: Indenture (General Cable Corp /De/), Indenture (United Auto Group Inc)

Execution of Guarantee. (a) To evidence the Guarantee, each Guarantor hereby agrees to execute the guarantee substantially in the form set forth in Section 204, to be endorsed on each Security authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of each Guarantor by its Chairman of the Board, its President, its Chief Executive Officer, its President, its Chief Operating Officer, Officer or one of its Vice Presidents, under its Treasurer, its Assistant Treasurer, corporate seal reproduced thereon attested by its Secretary or one of its Assistant SecretarySecretaries. The signature of any of these officers on the Securities may be manual or facsimile. (b) Any Person person that was not a Guarantor on the initial Issue Date date of this Indenture may become a Guarantor by executing and delivering to the Trustee (i) a supplemental indenture in form and substance satisfactory to the Trustee, which subjects such Person person to the provisions (including the representations and warranties) of this Indenture as a Guarantor, (ii) in the event that as of the date of such supplemental indenture any Registrable Securities are outstanding, an instrument in form and substance satisfactory to the Trustee which subjects such Person person to the provisions of the Registration Rights Agreement with respect to such outstanding Registrable Securities, and (iii) an Opinion of Counsel to the effect that such supplemental indenture has been duly authorized and executed by such Person person and constitutes the legal, valid and binding obligation of such Person person (subject to such customary assumptions and exceptions as may be acceptable to the Trustee in its reasonable discretion). (c) If an officer whose signature is on this Indenture no longer holds that office at the time the Trustee authenticates a Security on which this Guarantee is endorsed, such Guarantee shall be valid nevertheless.

Appears in 2 contracts

Samples: Indenture (Fca of Ohio Inc), Indenture (Jo-Ann Stores Inc)

Execution of Guarantee. (a) To evidence the Guarantee, each Guarantor hereby agrees to execute the guarantee substantially in the form set forth in Section 204Exhibit C hereto, to be endorsed on each Security authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of each Guarantor by one of its Chairman of the Board, its President, its Chief Executive Officer, its President, its Chief Operating Officer, one of its any Executive Vice PresidentsPresident or Vice President, its Treasurer, its Assistant Treasurer, its Secretary or its Assistant Secretary. The signature of any of these officers on the Securities may be manual or facsimile. (b) Any Person that was not a Guarantor on the initial Issue Date may become a Guarantor by executing and delivering to the Trustee (i) a supplemental indenture in form and substance satisfactory to the Trusteeset forth in Exhibit B hereto, which subjects such Person to the provisions (including the representations and warranties) of this Indenture as a Guarantor, Guarantor and (ii) in the event that as of the date of such supplemental indenture any Registrable Securities are outstanding, an instrument in form and substance satisfactory to the Trustee which subjects such Person to the provisions of the Registration Rights Agreement with respect to such outstanding Registrable Securities, and (iii) an Opinion of Counsel to the effect that such supplemental indenture has been duly authorized and executed by such Person and constitutes the legal, valid and binding obligation of such Person (subject to such customary assumptions and exceptions as may be acceptable to the Trustee in its reasonable discretion). (c) If an officer whose signature is on this Indenture no longer holds that office at the time the Trustee authenticates a Security on which this Guarantee is endorsed, such Guarantee shall be valid nevertheless.

Appears in 2 contracts

Samples: Indenture (General Cable Corp /De/), Indenture (Diversified Contractors Inc)

Execution of Guarantee. (a) To evidence the Guarantee, each Guarantor hereby agrees to execute the guarantee substantially in the form set forth in Section 204205, to be endorsed on each Security authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of each Guarantor by its Chairman of the Board, its President, its Chief Executive Officer, its President, its Chief Operating Officer, Officer or one of its Vice Presidents, under its Treasurer, its Assistant Treasurer, corporate seal reproduced thereon attested by its Secretary or one of its Assistant SecretarySecretaries. The signature of any of these officers on the Securities may be manual or facsimile. (b) Any Person person that was not a Guarantor on the initial Issue Date may become a Guarantor by executing and delivering to the Trustee (i) a supplemental indenture in form and substance satisfactory to the Trustee, which subjects such Person person to the provisions (including the representations and warranties) of this Indenture as a Guarantor, (ii) in the event that as of the date of such supplemental indenture any Registrable Securities are outstanding, an instrument in form and substance satisfactory to the Trustee which subjects such Person person to the provisions of the Registration Rights Agreement with respect to such outstanding Registrable Securities, and (iii) an Opinion of Counsel to the effect that such supplemental indenture has been duly authorized and executed by such Person person and constitutes the legal, valid and binding obligation of such Person person (subject to such customary assumptions and exceptions as may be acceptable to the Trustee in its reasonable discretion). (c) If an officer whose signature is on this Indenture no longer holds that office at the time the Trustee authenticates a Security on which this Guarantee is endorsed, such Guarantee shall be valid nevertheless.

Appears in 1 contract

Samples: Exhibit (Sonic Automotive Inc)

Execution of Guarantee. (a) To evidence the Guarantee, each Guarantor hereby agrees to execute the guarantee substantially in the form set forth in Section 204, to be endorsed on each Security authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of each Guarantor by its Chairman of the Board, its President, its Chief Executive Officer, its President, its Chief Operating Officer, Officer or one of its Vice Presidents, its Treasurer, its Assistant Treasurer, which signature shall be attested by its Secretary or one of its Assistant SecretarySecretaries. The signature of any of these officers on the Securities may be manual or facsimile. (b) Any Person person that was not a Guarantor on the initial Issue Date date of this Indenture may become a Guarantor by executing and delivering to the Trustee (i) a supplemental indenture in form and substance satisfactory to the Trustee, which subjects such Person person to the provisions (including the representations and warranties) of this Indenture as a Guarantor, (ii) in the event that as of the date of such supplemental indenture any Registrable registrable Securities are outstandingOutstanding, an instrument in form and substance satisfactory to the Trustee which subjects such Person person to the provisions of the Registration Rights Agreement with respect to such outstanding Registrable Outstanding registrable Securities, and (iii) an Opinion of Counsel to the effect that such supplemental indenture has been duly authorized and executed by such Person person and constitutes the legal, valid and binding obligation of such Person person (subject to such customary assumptions and exceptions as may be acceptable to the Trustee in its reasonable discretion). (c) If an officer whose signature is on this Indenture no longer holds that office at the time the Trustee authenticates a Security on which this Guarantee is endorsed, such Guarantee shall be valid nevertheless.. 139 * * *

Appears in 1 contract

Samples: Exhibit (Brooks Pharmacy, Inc.)

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Execution of Guarantee. (a) To evidence the Guarantee, each Guarantor hereby agrees to execute the guarantee substantially in the form set forth in Section 204, to be endorsed on each Security authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of each Guarantor by one of its Chairman of the Board, its President, its Chief Executive Officer, its President, its Chief Operating Officer, one of its any Executive Vice PresidentsPresident or Vice President, its Treasurer, its Assistant Treasurer, its Secretary or its Assistant Secretary. The signature of any of these officers on the Securities may be manual manual, facsimile, .pdf attachment or facsimileother electronically transmitted signature. (b) Any Person that was not a Guarantor on the initial Issue Date may become a Guarantor by executing and delivering to the Trustee (i) a supplemental indenture in substantially the form and substance satisfactory to the Trusteeattached hereto as Exhibit D, which subjects such Person to the provisions (including the representations and warranties) of this Indenture as a Guarantor, (ii) in the event that as of the date of such supplemental indenture any Registrable Securities are outstanding, an instrument in form and substance satisfactory to the Trustee which subjects such Person to the provisions of the Registration Rights Agreement with respect to such outstanding Registrable SecuritiesOfficer’s Certificate, and (iii) an Opinion of Counsel to the effect that such supplemental indenture has been duly authorized and executed by such Person and constitutes the legal, valid and binding obligation of such Person (subject to such customary assumptions and exceptions as may be acceptable to the Trustee in its reasonable discretion). (c) If an officer whose signature is on this Indenture no longer holds that office at the time the Trustee authenticates a Security on which this Guarantee is endorsed, such Guarantee shall be valid nevertheless.

Appears in 1 contract

Samples: Indenture (Penske Automotive Group, Inc.)

Execution of Guarantee. (a) To evidence the Guarantee, each Guarantor hereby agrees to execute the guarantee substantially in the form set forth in Section 204, to be endorsed on each Security authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of each Guarantor by its Chairman of the Board, its President, its Chief Executive Officer, its President, its Chief Operating Officer, Officer or one of its Vice Presidents, attested by its Treasurer, its Assistant TreasurerPresident, its Secretary or one of its Assistant SecretarySecretaries. The signature of any of these officers on the Securities may be manual or facsimile. (b) Any Person person that was not a Guarantor on the initial Issue Date date of this Indenture may become a Guarantor by executing and delivering to the Trustee (i) a supplemental indenture in form and substance satisfactory to the Trustee, which subjects such Person person to the provisions (including the representations and warranties) of this Indenture as a Guarantor, (ii) in the event that as of the date of such supplemental indenture any Registrable Securities are outstanding, an instrument in form and substance satisfactory to the Trustee which subjects such Person person to the provisions of the Registration Rights Agreement with respect to such outstanding Registrable Securities, and (iii) an Opinion of Counsel to the effect that such supplemental indenture has been duly authorized and executed by such Person person and constitutes the legal, valid and binding obligation of such Person person (subject to such customary assumptions and exceptions as may be acceptable to the Trustee in its reasonable discretion). (c) If an officer whose signature is on this Indenture no longer holds that office at the time the Trustee authenticates a Security on which this Guarantee is endorsed, such Guarantee shall be valid nevertheless.

Appears in 1 contract

Samples: Indenture (Lower Road Associates LLC)

Execution of Guarantee. (a) To evidence the Guarantee, each Guarantor hereby agrees to execute the guarantee substantially in the form set forth in Section 204, to be endorsed on each Security authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of each Guarantor by its Chairman of the Board, its President, its Chief Executive Officer, its President, its Chief Operating Officer, Officer or one of its Vice Presidents, its Treasurer, its Assistant Treasurer, which signature shall be attested by its Secretary or one of its Assistant SecretarySecretaries. The signature of any of these officers on the Securities may be manual or facsimile. (b) Any Person person that was not a Guarantor on the initial Issue Date date of this Indenture may become a Guarantor by executing and delivering to the Trustee (i) a supplemental indenture in form and substance satisfactory to the Trustee, which subjects such Person person to the provisions (including the representations and warranties) of this Indenture as a Guarantor, (ii) in the event that as of the date of such supplemental indenture any Registrable registrable Securities are outstandingOutstanding, an instrument in form and substance satisfactory to the Trustee which subjects such Person person to the provisions of the Registration Rights Agreement with respect to such outstanding Registrable Outstanding registrable Securities, and (iii) an Opinion of Counsel to the effect that such supplemental indenture has been duly authorized and executed by such Person - 149 - person and constitutes the legal, valid and binding obligation of such Person person (subject to such customary assumptions and exceptions as may be acceptable to the Trustee in its reasonable discretion). (c) If an officer whose signature is on this Indenture no longer holds that office at the time the Trustee authenticates a Security on which this Guarantee is endorsed, such Guarantee shall be valid nevertheless.

Appears in 1 contract

Samples: Exhibit (Brooks Pharmacy, Inc.)

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