Common use of Form of Guarantees Clause in Contracts

Form of Guarantees. A Guarantee substantially in the following form shall be endorsed on the reverse of each Note: Teva Pharmaceutical Industries Limited (the “Guarantor”) hereby unconditionally and irrevocably guarantees to the Holder of this Note (the “Guarantee”) the due and punctual payment of the principal of and interest (including Additional Tax Amounts, if any), on this Note, when and as the same shall become due and payable, whether at Maturity or upon redemption or upon declaration of acceleration or otherwise, according to the terms of this Note and of the Indenture. The Guarantor agrees that in the case of default by the Issuer in the payment of any such principal or interest (including Additional Tax Amounts, if any), the Guarantor shall duly and punctually pay the same. The Guarantor hereby agrees that its obligations hereunder shall be absolute and unconditional irrespective of any extension of the time for payment of this Note, any modification of this Note, any invalidity, irregularity or unenforceability of this Note or the Indenture, any failure to enforce the same or any waiver, modification, consent or indulgence granted to the Issuer with respect thereto by the Holder of this Note or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a demand or proceeding first against the Issuer, protest or notice with respect to this Note or the indebtedness evidenced hereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to this Note except by payment in full of the principal of and interest (including Additional Tax Amounts, if any) on this Note. The Guarantor shall be subrogated to all rights of the Holders against the Issuer in respect of any amounts paid by the Guarantor pursuant to the provisions of the Guarantees or the Indenture; provided, however, that the Guarantor hereby waives any and all rights to which it may be entitled, by operation of law or otherwise, upon making any payment hereunder (i) to be subrogated to the rights of a Holder against the Issuer with respect to such payment or otherwise to be reimbursed, indemnified or exonerated by the Issuer in respect thereof or (ii) to receive any payment in the nature of contribution or for any other reason, from any other obligor with respect to such payment, in each case, until the principal of and interest (including Additional Tax Amounts, if any) on this Note shall have been paid in full. The Guarantee shall not be valid or become obligatory for any purpose with respect to this Note until the certificate of authentication on this Note shall have been signed by the Trustee. The Guarantee shall be governed by and construed in accordance with the laws of the State of New York.

Form of Guarantees. A Guarantee substantially in the following form shall be endorsed on the reverse of each Note: Teva Pharmaceutical Industries Limited (the “Guarantor”) hereby unconditionally and irrevocably guarantees to the Holder of this Note (the “Guarantee”) the due and punctual payment of the principal of and interest (including Additional Tax Amounts, if any), on this Note, when and as the same shall become due and payable, whether at Maturity or upon redemption or upon declaration of acceleration or otherwise, according to the terms of this Note and of the Indenture. The Guarantor agrees that in the case of default by the Issuer in the payment of any such principal or interest (including Additional Tax Amounts, if any), the Guarantor shall duly and punctually pay the same. The Guarantor hereby agrees that its obligations hereunder shall be absolute and unconditional irrespective of any extension of the time for payment of this Note, any modification of this Note, any invalidity, irregularity or unenforceability of this Note or the Indenture, any failure to enforce the same or any waiver, modification, consent or indulgence granted to the Issuer with respect thereto by the Holder of this Note or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a demand or proceeding first against the Issuer, protest or notice with respect to this Note or the indebtedness evidenced hereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to this Note except by payment in full of the principal of and interest (including Additional Tax Amounts, if any) on this Note. The Guarantor shall be subrogated to all rights of the Holders against the Issuer in respect of any amounts paid by the Guarantor pursuant to the provisions of the Guarantees or the Indenture; provided, however, that the Guarantor hereby waives any and all rights to which it may be entitled, by operation of law or otherwise, upon making any payment hereunder (i) to be subrogated to the rights of a Holder against the Issuer with respect to such payment or otherwise to be reimbursed, indemnified or exonerated by the Issuer in respect thereof or (ii) to receive any payment in the nature of contribution or for any other reason, from any other obligor with respect to such payment, in each case, until the principal of and interest (including Additional Tax Amounts, if any) on this Note shall have been paid in full. The Guarantee shall not be valid or become obligatory for any purpose with respect to this Note until the certificate of authentication on this Note shall have been signed by the Trustee. The Guarantee shall be governed by and construed in accordance with the laws of the State of New York.

Form of Guarantees. A (a) The form of Guarantee substantially in the following form of RMI shall be endorsed set forth on the reverse Notes substantially as follows: GUARANTEE OF RAVELSTON MANAGEMENT INC. For value received, RAVELSTON MANAGEMENT INC., a corporation incorporated under the laws of each Note: Teva Pharmaceutical Industries Limited (the “Guarantor”) Province of Ontario, hereby absolutely, unconditionally and irrevocably guarantees to the Holder of this Note (and the “Guarantee”) the due and punctual payment of Trustee, as if Ravelston Management Inc. were the principal debtor, the punctual payment, on demand, of and interest (including Additional Tax Amountsprincipal of, premium, if any), and interest on this Note, Note in the amounts and at the time when and as the same shall become due and payable, whether at Maturity or upon redemption or upon declaration of acceleration or otherwise, according to interest on the terms of this Note overdue principal and of the Indenture. The Guarantor agrees that in the case of default by the Issuer in the payment of any such principal or interest (including Additional Tax Amountsinterest, if any), the Guarantor shall duly and punctually pay the same. The Guarantor hereby agrees that its obligations hereunder shall be absolute and unconditional irrespective of any extension of the time for payment of this Note, any modification if lawful, and the payment or performance of all other obligations of the Company under this Note, any invalidity, irregularity or unenforceability of this Note Indenture or the IndentureNotes, any failure to enforce the same or any waiver, modification, consent or indulgence granted to the Issuer with respect thereto by the Holder of this Note or and the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge all in accordance with and subject to the terms and limitations of a surety or guarantor. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a demand or proceeding first against the Issuer, protest or notice with respect to this Note or the indebtedness evidenced hereby and all demands whatsoever, and covenants that Article Thirteen of this Indenture. This Guarantee will not be discharged as to this Note except by payment in full of the principal of and interest (including Additional Tax Amounts, if any) on this Note. The Guarantor shall be subrogated to all rights of the Holders against the Issuer in respect of any amounts paid by the Guarantor pursuant to the provisions of the Guarantees or the Indenture; provided, however, that the Guarantor hereby waives any and all rights to which it may be entitled, by operation of law or otherwise, upon making any payment hereunder (i) to be subrogated to the rights of a Holder against the Issuer with respect to such payment or otherwise to be reimbursed, indemnified or exonerated by the Issuer in respect thereof or (ii) to receive any payment in the nature of contribution or for any other reason, from any other obligor with respect to such payment, in each case, become effective until the principal of and interest (including Additional Tax Amounts, if any) on this Note shall have been paid in full. The Guarantee shall not be valid or become obligatory for any purpose with respect to this Note until Trustee duly executes the certificate of authentication on this Note shall have been signed by the TrusteeNote. RAVELSTON MANAGEMENT INC. Attest: _________________________ By _____________________________ Authorized Signatory (b) The form of Guarantee of NBI shall be governed by and construed in accordance with set forth on the Notes substantially as follows: GUARANTEE OF 504468 N.B. INC. For value received, 504468 N.B. INC., a company organized under the laws of the State Province of New York.Brunswick, hereby absolutely, unconditionally and irrevocably guarantees to the Holder of this Note and the Trustee, as if 504468 N.B. Inc. were the principal debtor, the punctual payment, on demand, of principal of, premium, if any, and interest on this Note in the amounts and at the time when due and interest on the overdue principal and interest, if any, of this Note, if lawful, and the payment or performance of all other obligations of the Company under this Indenture or the Notes, to the Holder of this Note and the Trustee, all in accordance with and subject to the terms and limitations of this Note and Article Thirteen of this Indenture. This Guarantee will not become effective until the Trustee duly executes the certificate of authentication on this Note. 504468 N.B. INC. Attest: _________________________ By _____________________________ Authorized Signatory ARTICLE III The Notes

Form of Guarantees. A Guarantee substantially in the following form shall The Guarantees to be endorsed on the reverse Securities of each Noteseries shall be in substantially the form set forth in this Section, or in such other form (subject to the provisions set forth in Section 1402) as shall be established by or pursuant to a Board Resolution of the Guarantor or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with any law or with any rule or regulation made pursuant thereto or with the rules of any securities exchange or to conform to general usage or as may, consistently herewith, be determined by the officers executing such Guarantees, as evidenced by their execution of such Guarantees. If the form of Guarantee with respect to the Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Guarantor and delivered to the Trustee at or prior to the delivery of the related Company Order contemplated by Section 303 for the authentication and delivery of such Securities. The Guarantees to be endorsed on the definitive Securities of any series shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Guarantees, as evidenced by their execution of such Guarantees. The Guarantees to be endorsed on the Securities shall, subject to the first paragraph of this Section, be in substantially the following form: Teva Pharmaceutical Industries Limited GUARANTEE For value received, AMOCO CORPORATION, a company organized under the laws of Indiana (herein called the “"Guarantor”) ", which term includes any successor corporation under the Indenture referred to in the Security upon which this Guarantee is endorsed), hereby unconditionally and irrevocably guarantees to the Holder of the Security upon which this Note (the “Guarantee”) Guarantee is endorsed, [if applicable, insert -- and to each Holder of any coupon appertaining thereto,] the due and punctual payment of the principal of (and interest (including Additional Tax Amountspremium, if any)) and interest, if any, on this Notesuch Security [if applicable, insert -- (including all Additional Amounts payable by the Company in respect thereof pursuant to such Security and any coupon appertaining thereto)], any other amount due and payable pursuant to the terms of the Indenture and the due and punctual payment of the sinking fund or analogous payments referred to therein, if any, when and 17 26 as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption or otherwise, according to the terms thereof and of the Indenture referred to therein. In case of the failure of the Company punctually to make any such payment, the Guarantor hereby agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or upon redemption or upon by declaration of acceleration or otherwise, according to the terms of this Note and of the Indenture. The Guarantor agrees that in the case of default as if such payment were made by the Issuer Company [if applicable, insert -- , and to pay any and all Additional Amounts payable in the payment respect thereof pursuant to such Security and any coupon appertaining thereto and Section 1007 of any such principal or interest (including Additional Tax Amounts, if any), the Guarantor shall duly and punctually pay the sameIndenture]. The Guarantor hereby agrees that its obligations hereunder shall be absolute and unconditional unconditional, irrespective of any extension the validity, regularity or enforceability of the time for payment of this Notesuch Security [if applicable, any modification of this Note, any invalidity, irregularity insert -- or unenforceability of this Note coupon] or the Indenture, the absence of any failure action to enforce the same, any waiver or consent by the Holder of such Security [if applicable, insert -- or coupon] or the Trustee or either of them with respect to any provisions thereof or of the Indenture, the obtaining of any judgment against the Company or any action to enforce the same or any waiver, modification, consent or indulgence granted to the Issuer with respect thereto by the Holder of this Note or the Trustee, or any other circumstances which may might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. The Guarantor hereby waives the benefits of diligence, presentment, demand of payment, filing of claims with a court in the event of merger insolvency or bankruptcy of the IssuerCompany, any right to require a demand or proceeding first against the IssuerCompany, protest or notice with respect to this Note such Security [if applicable, insert -- or coupon] or the indebtedness evidenced hereby thereby or with respect to any sinking fund payment required pursuant to the terms of such Security and all demands whatsoever, and covenants that this Guarantee will not be discharged as to this Note except by payment in full of the principal of (and interest (including Additional Tax Amountspremium, if any) and interest, if any, on such Security [if applicable, insert -- or coupon (including all Additional Amounts payable in respect thereof pursuant to such Security and any coupon appertaining thereto)]. The Guarantor hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest, if any, on such Security, or a default in any sinking fund or analogous payment referred to therein, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Security [if applicable, insert -- or coupon], on the terms and conditions set forth in the Indenture, directly against the Guarantor to enforce this NoteGuarantee without first proceeding against the Company. The Guarantor shall be subrogated to all rights of the Holders Holder of the Security upon which this Guarantee is endorsed [if applicable, insert -- and of any coupon appertaining thereto] against the Issuer Company in respect of any amounts paid by the Guarantor on account of such Security [if applicable, insert -- or coupon] pursuant to the provisions of the Guarantees this Guarantee or the Indenture; provided, however, that the Guarantor hereby waives any and all rights shall not be entitled to which it may be entitled, by operation of law enforce or otherwise, upon making any payment hereunder (i) to be subrogated to the rights of a Holder against the Issuer with respect to such payment or otherwise to be reimbursed, indemnified or exonerated by the Issuer in respect thereof or (ii) to receive any payment in the nature payments arising out of, or based upon, such right of contribution or for any other reason, from any other obligor with respect to such payment, in each case, subrogation until the principal of (and interest (including Additional Tax Amountspremium, if any) and interest, if any, on this Note such Security and all other Securities of the same series [if applicable, insert -- and coupons appertaining thereto] issued under the Indenture [if applicable, insert -- (including all Additional Amounts payable in respect thereof)] shall have been paid in full. The All terms used in this Guarantee which are defined in the Indenture referred to in the Security upon which this Guarantee is endorsed shall have the meanings assigned to them in such Indenture. [If applicable, insert -- All references in this Guarantee to principal, premium or interest in respect of any Security or coupon appertaining thereto shall be deemed to mean and include all Additional Amounts, if any, payable in respect of such principal, premium or interest, unless the context otherwise requires, and express mention of the payment of Additional Amounts in any provision hereof shall not be valid or become obligatory for any purpose with respect construed as excluding reference to this Note until the certificate of authentication on this Note shall have been signed by the Trustee. The Additional Amounts in those provisions hereof where such express mention is not made.] This Guarantee shall be governed by and construed in accordance with the laws of the State of New York. No recourse for the payment of the principal of, premium, if any, or interest, if any, under this Guarantee, or for any claim based hereon or otherwise in respect hereof, and no recourse under or upon any obligation, covenant or agreement of the Guarantor in the Indenture or in any supplemental indenture, or in this Guarantee, or because of the creation of any indebtedness represented hereby, shall 18 27 be had against any incorporator, shareholder, officer or director, as such, past, present or future, of the Guarantor or of any successor corporation thereof, either directly or through the Guarantor or any successor of the Guarantor in the Indenture or in any supplemental indenture, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that all such liability is hereby expressly waived and released as a condition of, and as a consideration for, the execution of the Indenture and the issue of the Security on which this Guarantee is endorsed. This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Security upon which this Guarantee is endorsed shall have been executed by the Trustee under the Indenture by manual signature of one of its authorized officers.