Form of Notation of Guarantee. The form of notation of Guarantee to be endorsed on any Security issued pursuant to this Indenture shall be substantially as follows: NOTATION OF GUARANTEE White Mountains Insurance Group, Ltd., a company existing under the law of Bermuda (the "Guarantor", which term includes any successor thereto under the Indenture (the "Indenture") referred to in the Security on which this notation is endorsed) has unconditionally guaranteed, pursuant to the terms of the Guarantee contained in Article Twelve of the Indenture, the due and punctual payment of the principal of and any premium and interest on this Security, when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption, early repayment or otherwise, in accordance with the terms of this Security and the Indenture. The obligations of the Guarantor to the Holders of the Securities and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article Twelve of the Indenture, and reference is hereby made to such Article and Indenture for the precise terms of the Guarantee. The Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Security upon which this notation of the Guarantee is endorsed shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized signatories. WHITE MOUNTAINS INSURANCE GROUP, LTD. by _______________ Name: Title: ARTICLE THREE THE SECURITIES
Appears in 2 contracts
Samples: Junior Subordinated Indenture (Fund American Co Inc/New), Junior Subordinated Indenture (Fund American Co Inc/New)
Form of Notation of Guarantee. The form of the notation of Guarantee to be endorsed on any affixed to each Security issued pursuant to this Indenture in accordance with Section 13.01(b) shall be substantially as follows: NOTATION OF GUARANTEE White Mountains Insurance Group, Ltd., a company existing under Each of the law of Bermuda undersigned (the "GuarantorGuarantors") hereby jointly and severally unconditionally and irrevocably guarantees, which term includes any successor thereto under to the Indenture extent set forth in the Indenture, dated as of [ ], by and among Net Servicos de Comunicacao S.A., as issuer, the Guarantors, and The Bank of New York, as Trustee (as amended, restated or supplemented from time to time, the "Indenture") referred to in the Security on which this notation is endorsed) has unconditionally guaranteed, pursuant and subject to the terms of the Guarantee contained in Article Twelve provisions of the Indenture, the due and punctual payment of (a) the principal of and interest on the Securities (and any premium Additional Amounts payable thereon) and any other amounts owing in respect of the Securities shall be duly and punctually paid in full when due, whether at maturity, upon prepayment pursuant to the provisions of Article Eleven of the Indenture and the Securities relating thereto, by acceleration or otherwise, and interest on this Securitythe overdue principal and (to the extent permitted by law) interest and Additional Amounts, when if any, on the Securities and as all other obligations of the same Company or the Guarantors to the Holders or the Trustee under the Indenture or such Securities (including amounts due the Trustee under Section 6.07 of the Indenture) and all other Indenture Obligations shall become due and payablebe promptly paid in full or performed, whether at the Stated Maturity, by declaration of acceleration, call for redemption, early repayment or otherwise, all in accordance with the terms of this Security the Indenture and such Securities; and (b) in case of any extension of time of payment or renewal of any Securities or any of such other Indenture Obligations, the Indenturesame shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at maturity, by acceleration or otherwise. The obligations of the Guarantor Guarantors to the Holders of the Securities and to the Trustee pursuant to the this Guarantee and the Indenture are expressly set forth in Article Twelve Thirteen of the Indenture, and reference is hereby made to such Article and the Indenture for the precise terms and limitations of the this Guarantee. The Guarantee shall not be valid or obligatory for any purpose until the certificate Each Holder of authentication on the a Security upon to which this notation of the Guarantee is endorsed endorsed, by accepting such Security, agrees to and shall have been executed be bound by the Trustee under the Indenture by the manual signature of one of its authorized signatories. WHITE MOUNTAINS INSURANCE GROUP, LTD. by _______________ Name: Title: ARTICLE THREE THE SECURITIESsuch provisions.
Appears in 1 contract
Form of Notation of Guarantee. The form of notation of Guarantee to shall be endorsed on any Security issued the Guaranteed Securities pursuant to this Indenture shall be substantially as followsSection 15.02 hereof in the following form: NOTATION [Form of Notation of Guarantee] GUARANTEE OF GUARANTEE White Mountains Insurance Group, Ltd.AETNA INC. 5 Aetna Inc., a company existing under the law of Bermuda Connecticut corporation (herein called the "Guarantor", which term includes any successor thereto corporation under the Indenture (the "Indenture") referred to in the Security on upon which this notation Guarantee is endorsed) has ), for value received, hereby unconditionally guaranteed, pursuant guarantees to the terms of person in whose name is registered the Security upon which this Guarantee contained in Article Twelve of the Indenture, is endorsed the due and punctual payment of the principal of and any premium of, premium, if any, and interest on this said Security, when and as the same shall become due and payable, whether at maturity or upon declaration of acceleration, call for redemption or otherwise, according to the Stated Maturityterms thereof and of the Indenture dated as of October 15, 1986, as amended (herein called the "Indenture"), between Aetna Services, Inc. (herein called the "Company") and State Street Bank and Trust Company, as successor Trustee, and to which the Guarantor became a party pursuant to a First Indenture Supplement dated as of August 1, 1996. In case of the failure of the Company punctually to make any such payment of principal, premium or interest, the Guarantor hereby agrees to pay or to cause any such payment to be made punctually when and as the same shall become due and payable, whether at maturity, by declaration of acceleration, call for redemption, early repayment redemption or otherwise, and as if such payment were made by the Company. The Guarantor hereby agrees that its obligations hereunder shall be as if it were principal debtor and not merely surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, the validity, legality or enforceability of said Security or the Indenture, or the absence of any action to enforce the same, or any waiver, modification, indulgence or consent granted to the Company with respect thereto by the holder of said Security or by the Trustee, the recovery of any judgment against the Company or any action to enforce the same or any other circumstance that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of said Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of bankruptcy of the Company, any right of set-off or to counterclaim, any right to require a proceeding first against the Company, protest or notice with respect to said Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged except by payment in full of the principal of, and premium, if any, and interest on said Security. The Guarantor shall be subrogated to all rights against the Company of the person in whose name said Security is registered in respect of any amounts paid to such person by the Guarantor pursuant to the provisions of this Guarantee with respect to said Security, provided, however, that the Guarantor shall not, without the consent of all persons in whose names all outstanding Securities of the same series issued under the Indenture that have been guaranteed by the Guarantor are registered, be entitled to enforce, or to receive, any payments arising out of, or based upon, such right of subrogation until the principal of, premium, if any, and interest then due and payable on all such Securities of such series issued under the Indenture shall have been irrevocably paid in full in accordance with the terms of this such Securities. This Guarantee is a guarantee of payment when due and not of collection. This Guarantee shall continue to be effective, or be reinstated, as the case may be, in respect of said Security and if at any time payment, or any part thereof, of said Security is rescinded or must otherwise be restored or returned by the Indenture. The obligations holder of said Security or any trustee for said holder upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Guarantor Company or any other entity, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Company or any other entity or any substantial part of their respective property, or otherwise, all as though such payments had not been made. No reference herein to such Indenture and no provision of this Guarantee or of such Indenture shall alter or impair the guarantee of the Guarantor, which is absolute and unconditional, of the due and punctual payment of the principal of, and premium, if any, and interest on the Security upon which this Guarantee is endorsed at the times, place and rate, and in the cash or currency prescribed herein. This Guarantee shall be deemed to be a contract made under the laws of the State of New York and shall be construed for all purposes in accordance with the laws of said State, except to the Holders extent, if any, that Connecticut law applies under mandatory provisions of the Securities and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article Twelve of the Indenture, and reference is hereby made to such Article and Indenture for the precise terms of the Guaranteelaw. The This Guarantee shall not be valid or become obligatory for any purpose until with respect to any Security unless the certificate of authentication on the said Security upon which this notation of the Guarantee is endorsed shall have been executed manually signed by or on behalf of the Trustee under the Indenture by the manual signature of one of its authorized signatories. WHITE MOUNTAINS INSURANCE GROUP, LTD. by _______________ Name: Title: ARTICLE THREE THE SECURITIESIndenture.
Appears in 1 contract
Samples: Indenture Supplement (Aetna Inc)
Form of Notation of Guarantee. The form of notation of Guarantee to shall be endorsed on any Security issued the Securities pursuant to this Indenture shall be substantially as followsSection 4 hereof in the following form: NOTATION [Form of Notation of Guarantee] GUARANTEE OF GUARANTEE White Mountains Insurance Group, Ltd.AETNA INC. Aetna Inc., a company existing under the law of Bermuda Connecticut corporation (herein called the "Guarantor", which term includes any successor thereto corporation under the Indenture (the "Indenture") Fiscal Agency Agreement referred to in the Security on upon which this notation Guarantee is endorsed) has ), for value received, hereby unconditionally guaranteed, pursuant guarantees to the terms Holder of the Security upon which this Guarantee contained in Article Twelve is endorsed and to each Holder of the Indenture, any interest coupon appertaining thereto the due and punctual payment of the principal of and any premium of, premium, if any, and interest on this Securitysaid Security or interest coupon, and Additional Amounts (as defined in the Terms and Conditions of the Securities), if any, payable pursuant to the terms of the Securities, where, when and as the same shall become due and payable, whether at the Stated Maturitymaturity, by declaration of acceleration, call for redemption, early repayment redemption or otherwise, according to the terms thereof. In case of the failure of the Company punctually to make any such payment of principal, premium, interest or Additional Amounts the Guarantor hereby agrees to pay or to cause any such payment to be made punctually where, when and as the same shall become due and payable, whether at maturity, by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Company. The Guarantor hereby agrees that its obligations hereunder shall be as if it were principal debtor and not merely surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, the validity, legality or enforceability of said Security or any interest coupon appertaining thereto or the Fiscal Agency Agreement dated as of July 17, 1986, as amended, among Aetna Services Inc. (herein called the "Company"), the Guarantor and State Street Bank and Trust Company, as successor Fiscal Agent or the absence of any action to enforce the same, or any waiver, modification, indul- gence or consent granted to the Company with respect thereto by the Holder of said Security or any interest coupon appertaining thereto, the recovery of any judgment against the Company or any action to enforce the same or any other circumstance that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of said Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of bankruptcy of the Company, any right of set-off or to counterclaim, any right to require a proceeding first against the Company, protest or notice with respect to said Security or interest coupon or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged except by payment in full of the principal of, and premium, if any, and interest on said Security or interest coupon. The Guarantor shall be subrogated to all rights of the Holder of a Security and to the rights of a Holder of any interest coupon appertaining thereto against the Company in respect of any amounts paid to such Holder by the Guarantor pursuant to the provisions of this Guarantee, provided, however, that the Guarantor shall not, without the consent of all Holders of all outstanding Securities, be entitled to enforce, or to receive, any payments arising out of, or based upon, such right of subrogation until the principal of, premium, if any, interest and Additional Amounts then due and payable on all Securities shall have been irrevocably paid in full in accordance with the terms of this such Securities and interest coupons. This Guarantee is a guarantee of payment when due and not of collection. This Guarantee shall continue to be effective, or be reinstated, as the case may be, in respect of said Security and any interest coupon appertaining thereto if at any time payment, or any part thereof, of said Security or interest coupon is rescinded or must otherwise be restored or returned by the Indenture. The obligations Holder of said Security or interest coupon or any trustee for said Holder upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Guarantor to the Holders Company or any other entity, or upon or as a result of the Securities appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Company or any other entity or any substantial part of their respective property, or otherwise, all as though such payments had not been made. No reference herein to such Fiscal Agency Agreement and to no provision of this Guarantee or of such Fiscal Agency Agreement shall alter or impair the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article Twelve guarantee of the IndentureGuarantor, which is absolute and unconditional, of the due and punctual payment of the principal of, and reference premium, if any, interest and Additional Amounts, if any, on the Security upon which this Guarantee is hereby made to such Article endorsed at the times, place and Indenture for rate, and in the precise terms cash or currency prescribed herein. This Guarantee shall be governed by and construed in accordance with the laws of the GuaranteeState of New York, but without regard to principles of conflicts of laws. The This Guarantee shall not be valid or become obligatory for any purpose until with respect to any Security or interest coupon appertaining thereto unless the certificate of authentication on the said Security upon which this notation of the Guarantee is endorsed shall have been executed manually signed by or on behalf of the Trustee Fiscal Agent under the Indenture by Fiscal Agency Agreement. All terms used in this Guarantee which are defined in the manual signature of one of its authorized signatories. WHITE MOUNTAINS INSURANCE GROUP, LTD. by _______________ Name: Title: ARTICLE THREE THE SECURITIESSecurities shall have the meanings assigned to them in the Securities.
Appears in 1 contract
Samples: Fiscal Agency Agreement (Aetna Inc)
Form of Notation of Guarantee. The form of the notation of Guarantee to be endorsed on any affixed to each Security issued pursuant to this Indenture in accordance with Section 13.01(b) shall be substantially as follows: NOTATION OF GUARANTEE White Mountains Insurance Group, Ltd., a company existing under Each of the law of Bermuda undersigned (the "Guarantor"“Guarantors”) hereby jointly and severally unconditionally and irrevocably guarantees, which term includes any successor thereto under to the Indenture (the "Indenture") referred to extent set forth in the Security on which this notation is endorsedIndenture, dated as of March 22, 2005, by and among Net Serviços de Comunicação S.A., as issuer, the Guarantors, and The Bank of New York, as Trustee (as amended, restated or supplemented from time to time, the “Indenture”) has unconditionally guaranteed, pursuant and subject to the terms of the Guarantee contained in Article Twelve provisions of the Indenture, the due and punctual payment of (a) the principal of and interest on the Securities (and any premium Additional Amounts payable thereon) and any other amounts owing in respect of the Securities shall be duly and punctually paid in full when due, whether at maturity, upon prepayment pursuant to the provisions of Article Eleven of the Indenture and the Securities relating thereto, by acceleration or otherwise, and interest on this Securitythe overdue principal and (to the extent permitted by law) interest and Additional Amounts, when if any, on the Securities and as all other obligations of the same Company or the Guarantors to the Holders or the Trustee under the Indenture or such Securities (including amounts due the Trustee under Section 6.07 of the Indenture) and all other Indenture Obligations shall become due and payablebe promptly paid in full or performed, whether at the Stated Maturity, by declaration of acceleration, call for redemption, early repayment or otherwise, all in accordance with the terms of this Security the Indenture and such Securities; and (b) in case of any extension of time of payment or renewal of any Securities or any of such other Indenture Obligations, the Indenturesame shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at maturity, by acceleration or otherwise. The obligations of the Guarantor Guarantors to the Holders of the Securities and to the Trustee pursuant to the this Guarantee and the Indenture are expressly set forth in Article Twelve Thirteen of the Indenture, and reference is hereby made to such Article and the Indenture for the precise terms and limitations of the this Guarantee. The Guarantee shall not be valid or obligatory for any purpose until the certificate Each Holder of authentication on the a Security upon to which this notation of the Guarantee is endorsed endorsed, by accepting such Security, agrees to and shall have been executed be bound by the Trustee under the Indenture by the manual signature of one of its authorized signatories. WHITE MOUNTAINS INSURANCE GROUP, LTD. by _______________ Name: Title: ARTICLE THREE THE SECURITIESsuch provisions.
Appears in 1 contract
Form of Notation of Guarantee. The form of notation of Guarantee to be endorsed on any Security issued pursuant to this Indenture shall be substantially as follows: NOTATION OF GUARANTEE White Mountains Insurance Group, Ltd.WPP Group plc, a public limited company existing under the law of Bermuda duly incorporated in England and Wales (the "Guarantor"“Company”, which term includes any successor thereto Successor Person under the Indenture (the "Indenture") referred to in the Security on which this notation is endorsed) ), has unconditionally guaranteed, fully and All payments pursuant to the terms Guarantee shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, levies, assessments or governmental charges of whatever nature imposed or levied by or on behalf of the jurisdiction (or any political subdivision or taxing authority thereof or therein) in which the Company or any Successor Company is incorporated or resident (or deemed for tax purposes to be resident) (the “applicable taxing jurisdiction”) unless such taxes, duties, levies, assessments or governmental charges are required by the applicable taxing jurisdiction or any such subdivision or authority to be withheld or deducted. In that event, the Company will pay such Additional Amounts (as defined in the Indenture[, as supplemented by the Supplemental Indenture]) as will result (after deduction of such taxes, duties, levies assessments or governmental charges and any additional taxes, duties, levies, assessments or governmental charges payable in respect of such) in the payment to each Holder of a Security of the amounts which would have been payable in respect of the Guarantee contained thereof had no such withholding or deduction been required, subject to certain exceptions as set forth in Article Twelve Section 1007 of the Indenture[, as supplemented by the due and punctual payment of the principal of and any premium and interest on this Security, when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption, early repayment or otherwise, in accordance with the terms of this Security and the Supplemental Indenture]. The obligations of the Guarantor Company to the Holders of the Securities and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article Twelve Fourteen of the Indenture[, as supplemented by the Supplemental Indenture], and reference is hereby made to such Article and Indenture Indenture[, as supplemented by the Supplemental Indenture], for the precise terms of the Guarantee. The Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Security upon which this notation of the Guarantee is endorsed shall have been executed by the Trustee under the Indenture Indenture, [as supplemented by the Supplemental Indenture,] by the manual signature of one of its authorized signatories. WHITE MOUNTAINS INSURANCE GROUPThe Guarantee shall be governed by, LTDand construed in accordance with, the laws of the State of New York. The Guarantee is subject to release upon the terms set forth in the Indenture[, as supplemented by _______________ the Supplemental Indenture]. WPP GROUP PLC By: Name: Title: ARTICLE THREE SECTION 205. Form of Trustee’s Certificate of Authentication. The Trustee’s certificate of authentication shall be in substantially the following form: Certificate of Authentication: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: CITIBANK, N.A., as Trustee By: THE SECURITIES
Appears in 1 contract
Samples: Indenture (WPP Group PLC)
Form of Notation of Guarantee. The form of the notation of Guarantee to be endorsed on any affixed to each Security issued pursuant to this Indenture in accordance with Section 13.01(b) shall be substantially as follows: NOTATION OF GUARANTEE White Mountains Insurance Group, Ltd., a company existing under Each of the law of Bermuda undersigned (the "Guarantor"“Guarantors”) hereby jointly and severally unconditionally and irrevocably guarantees, which term includes any successor thereto under to the Indenture (the "Indenture") referred to extent set forth in the Security on which this notation is endorsedIndenture, dated as of March 22, 2005, by and among Net Sul Comunicações Ltda., as issuer, the Guarantors, and The Bank of New York, as Trustee (as amended, restated or supplemented from time to time, the “Indenture”) has unconditionally guaranteed, pursuant and subject to the terms of the Guarantee contained in Article Twelve provisions of the Indenture, the due and punctual payment of (a) the principal of and interest on the Securities (and any premium Additional Amounts payable thereon) and any other amounts owing in respect of the Securities shall be duly and punctually paid in full when due, whether at maturity, upon prepayment pursuant to the provisions of Article Eleven of the Indenture and the Securities relating thereto, by acceleration or otherwise, and interest on this Securitythe overdue principal and (to the extent permitted by law) interest and Additional Amounts, when if any, on the Securities and as all other obligations of the Company or the Guarantors to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 6.07 hereof) and all other Indenture Obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Securities or any of such other Indenture Obligations, the same shall become be promptly paid in full when due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption, early repayment or otherwise, performed in accordance with the terms of this Security and the Indentureextension or renewal, whether at maturity, by acceleration or otherwise. The obligations of the Guarantor Guarantors to the Holders of the Securities and to the Trustee pursuant to the this Guarantee and the Indenture are expressly set forth in Article Twelve Thirteen of the Indenture, and reference is hereby made to such Article and the Indenture for the precise terms and limitations of the this Guarantee. The Guarantee shall not be valid or obligatory for any purpose until the certificate Each Holder of authentication on the a Security upon to which this notation of the Guarantee is endorsed endorsed, by accepting such Security, agrees to and shall have been executed be bound by the Trustee under the Indenture by the manual signature of one of its authorized signatories. WHITE MOUNTAINS INSURANCE GROUP, LTD. by _______________ Name: Title: ARTICLE THREE THE SECURITIESsuch provisions.
Appears in 1 contract
Form of Notation of Guarantee. The form of notation of Guarantee to shall be endorsed on any Security issued the Guaranteed Securities pursuant to this Indenture shall be substantially as followsSection 1502 hereof in the following form: NOTATION [Form of Notation of Guarantee] GUARANTEE OF GUARANTEE White Mountains Insurance Group, Ltd.AETNA INC. Aetna Inc., a company existing under the law of Bermuda Connecticut corporation (herein called the "Guarantor", which term includes any successor thereto corporation under the Indenture (the "Indenture") referred to in the Security on upon which this notation Guarantee is endorsed) has ), for value received, hereby unconditionally guaranteed, pursuant guarantees to the terms Holder of the Security upon which this Guarantee contained in Article Twelve of the Indenture, is endorsed the due and punctual payment of the principal of and any premium of, premium, if any, and interest on this said Security, when and as the same shall become due and payable, whether at Stated Maturity or upon declaration of acceleration, call for redemption or otherwise, according to the terms thereof and of the Indenture dated as of August 1, 1993, as amended (herein called the "Indenture"), between Aetna Services, Inc. (herein called the "Company") and State Street Bank and Trust Company of Connecticut, National Association, as Trustee and to which the Guarantor became a party pursuant to a First Indenture Supplement dated as of August 1, 1996. In case of the failure of the Company punctually to make any such payment of principal, premium or interest, the Guarantor hereby agrees to pay or to cause any such payment to be made punctually when and as the same shall become due and payable, whether at Stated Maturity, by declaration of acceleration, call for redemption, early repayment redemption or otherwise, and as if such payment were made by the Company. The Guarantor hereby agrees that its obligations hereunder shall be as if it were principal debtor and not merely surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, the validity, legality or enforceability of said Security or the Indenture, or the absence of any action to enforce the same, or any waiver, modification, indulgence or consent granted to the Company with respect thereto by the Holder of said Security or by the Trustee, the recovery of any judgment against the Company or any action to enforce the same or any other circumstance that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of said Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of bankruptcy of the Company, any right of set-off or to counterclaim, any right to require a proceeding first against the Company, protest or notice with respect to said Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged except by payment in full of the principal of, and premium, if any, and interest on said Security. The Guarantor shall be subrogated to all rights of the Holder against the Company in respect of any amounts paid to such Holder by the Guarantor pursuant to the provisions of this Guarantee, provided, however, that the Guarantor shall not, without the consent of all Holders of all outstanding Securities of the same series issued under the Indenture, be entitled to enforce, or to receive, any payments arising out of, or based upon, such right of subrogation until the principal of, premium, if any, and interest then due and payable on all Securities of the same series issued under the Indenture shall have been irrevocably paid in full in accordance with the terms of this such Securities. This Guarantee is a guarantee of payment when due and not of collection. This Guarantee shall continue to be effective, or be reinstated, as the case may be, in respect of said Security and if at any time payment, or any part thereof, of said Security is rescinded or must otherwise be restored or returned by the Indenture. The obligations Holder of said Security or any trustee for said Holder upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Guarantor to the Holders Company or any other entity, or upon or as a result of the Securities appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Company or any other entity or any substantial part of their respective property, or otherwise, all as though such payments had not been made. No reference herein to such Indenture and to no provision of this Guarantee or of such Indenture shall alter or impair the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article Twelve guarantee of the IndentureGuarantor, which is absolute and unconditional, of the due and punctual payment of the principal of, and reference premium, if any, and interest on the Security upon which this Guarantee is hereby made to such Article endorsed at the times, place and Indenture for rate, and in the precise terms cash or currency prescribed herein. This Guarantee shall be governed by and construed in accordance with the laws of the GuaranteeState of New York, but without regard to principles of conflicts of laws. The This Guarantee shall not be valid or become obligatory for any purpose until with respect to any Security unless the certificate of authentication on the said Security upon which this notation of the Guarantee is endorsed shall have been executed manually signed by or on behalf of the Trustee under the Indenture. All terms used in this Guarantee which are defined in such Indenture by shall have the manual signature of one of its authorized signatories. WHITE MOUNTAINS INSURANCE GROUP, LTD. by _______________ Name: Title: ARTICLE THREE THE SECURITIESmeanings assigned to them in such Indenture.
Appears in 1 contract
Samples: Indenture Supplement (Aetna Inc)
Form of Notation of Guarantee. The form of the notation of Guarantee to be endorsed on any affixed to each Security issued pursuant to this Indenture in accordance with Section 13.01(b) shall be substantially as follows: NOTATION OF GUARANTEE White Mountains Insurance Group, Ltd., a company existing under Each of the law of Bermuda undersigned (the "GuarantorGuarantors") hereby jointly and severally unconditionally and irrevocably guarantees, which term includes any successor thereto under to the Indenture extent set forth in the Indenture, dated as of [ ] by and among Net Sul Comunicacoes Ltda., as issuer, the Guarantors, and The Bank of New York, as Trustee (as amended, restated or supplemented from time to time, the "Indenture") referred to in the Security on which this notation is endorsed) has unconditionally guaranteed, pursuant and subject to the terms of the Guarantee contained in Article Twelve provisions of the Indenture, the due and punctual payment of (a) the principal of and interest on the Securities (and any premium Additional Amounts payable thereon) and any other amounts owing in respect of the Securities shall be duly and punctually paid in full when due, whether at maturity, upon prepayment pursuant to the provisions of Article Eleven of the Indenture and the Securities relating thereto, by acceleration or otherwise, and interest on this Securitythe overdue principal and (to the extent permitted by law) interest and Additional Amounts, when if any, on the Securities and as all other obligations of the Company or the Guarantors to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 6.07 hereof) and all other Indenture Obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Securities or any of such other Indenture Obligations, the same shall become be promptly paid in full when due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption, early repayment or otherwise, performed in accordance with the terms of this Security and the Indentureextension or renewal, whether at maturity, by acceleration or otherwise. The obligations of the Guarantor Guarantors to the Holders of the Securities and to the Trustee pursuant to the this Guarantee and the Indenture are expressly set forth in Article Twelve Thirteen of the Indenture, and reference is hereby made to such Article and the Indenture for the precise terms and limitations of the this Guarantee. The Guarantee shall not be valid or obligatory for any purpose until the certificate Each Holder of authentication on the a Security upon to which this notation of the Guarantee is endorsed endorsed, by accepting such Security, agrees to and shall have been executed be bound by the Trustee under the Indenture by the manual signature of one of its authorized signatoriessuch provisions. WHITE MOUNTAINS INSURANCE GROUP, LTD. by _______________ Name: Title: ARTICLE THREE THE SECURITIESTHREE
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Form of Notation of Guarantee. The form of notation of Guarantee to shall be endorsed on any Security issued the Guaranteed Securities pursuant to this Indenture shall be substantially as followsSection 1602 hereof in the following form: NOTATION [Form of Notation of Guarantee] GUARANTEE OF GUARANTEE White Mountains Insurance Group, Ltd.AETNA INC. Aetna Inc., a company existing under the law of Bermuda Connecticut corporation (herein called the "Guarantor", which term includes any successor thereto corporation under the Indenture (the "Indenture") referred to in the Security on Debenture upon which this notation Guarantee is endorsed) has ), for value received, hereby unconditionally guaranteed, pursuant guarantees to the terms Holder of the Debenture upon which this Guarantee contained in Article Twelve of the Indenture, is endorsed the due and punctual payment of the principal of and any premium of, premium, if any, and interest on this Securitysaid Debenture, when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption, early repayment redemption or otherwise, according to the terms thereof and of the Indenture dated as of November 1, 1994, as amended (herein called the "Indenture"), between Aetna Services, Inc. (herein called the "Company") and The First National Bank of Chicago, as Trustee. In case of the failure of the Company punctually to make any such payment of principal, premium or interest, the Guarantor hereby agrees to pay or to cause any such payment to be made punctually when and as the same shall become due and payable, whether at Stated Maturity, by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Company. The Guarantor hereby agrees that its obligations hereunder shall be as if it were principal debtor and not merely surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, the validity, legality or enforceability of said Debenture or the Indenture, or the absence of any action to enforce the same, or any waiver, modification, indulgence or consent granted to the Company with respect thereto by the Holder of said Debenture or by the Trustee, the recovery of any judgment against the Company or any action to enforce the same or any other circumstance that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of said Debenture or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of bankruptcy of the Company, any right of set-off or to counterclaim, any right to require a proceeding first against the Company, protest or notice with respect to said Debenture or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged except by payment in full of the principal of, and premium, if any, and interest on said Debenture. The obligations of the Guarantor under this Guarantee are, to the extent provided in the Indenture, subordinate and subject in right of payment to the prior payment in full of all Guarantor Senior Debt, and this Guarantee is issued subject to the provisions of the Indenture with respect thereto. Each Holder of the Debenture on which this Guarantee is endorsed, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes. The Guarantor shall be subrogated to all rights of the Holder against the Company in respect of any amounts paid to such Holder by the Guarantor pursuant to the provisions of this Guarantee, provided, however, that the Guarantor shall not, without the consent of all Holders of all outstanding Debentures of the same series issued under the Indenture, be entitled to enforce, or to receive, any payments arising out of, or based upon, such right of subrogation until the principal of, premium, if any, and interest then due and payable on all Debentures of the same series issued under the Indenture shall have been irrevocably paid in full in accordance with the terms of this Security such Debentures. This Guarantee is a guarantee of payment when due and not of collection. This Guarantee shall continue to be effective, or be reinstated, as the Indenture. The obligations case may be, in respect of said Debenture if at any time payment, or any part thereof, of said Debenture is rescinded or must otherwise be restored or returned by the Holder of said Debenture or any trustee for said Holder upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Guarantor to the Holders Company or any other entity, or upon or as a result of the Securities appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Company or any other entity or any substantial part of their respective property, or otherwise, all as though such payments had not been made. No reference herein to such Indenture and to no provision of this Guarantee or of such Indenture shall alter or impair the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article Twelve guarantee of the IndentureGuarantor, which is absolute and unconditional, of the due and punctual payment of the principal of, and reference premium, if any, and interest on the Debenture upon which this Guarantee is hereby made to such Article endorsed at the times, place and Indenture for rate, and in the precise terms cash or currency prescribed herein. This Guarantee shall be governed by and construed in accordance with the laws of the GuaranteeState of New York, but without regard to principles of conflicts of laws. The This Guarantee shall not be valid or become obligatory for any purpose until with respect to any Debenture unless the certificate of authentication on the Security upon which this notation of the Guarantee is endorsed said Debenture shall have been executed manually signed by or on behalf of the Trustee under the Indenture. All terms used in this Guarantee which are defined in such Indenture by shall have the manual signature of one of its authorized signatories. WHITE MOUNTAINS INSURANCE GROUP, LTD. by _______________ Name: Title: ARTICLE THREE THE SECURITIESmeanings assigned to them in such Indenture.
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Samples: Indenture Supplement (Aetna Inc)
Form of Notation of Guarantee. The form of notation of Guarantee to be endorsed on any Security issued pursuant to this Indenture shall be substantially as follows: NOTATION OF GUARANTEE White Mountains OneBeacon Insurance Group, Ltd., a company existing under the law of Bermuda (the "“Guarantor"”, which term includes any successor thereto under the Indenture (the "“Indenture"”) referred to in the Security on which this notation is endorsed) has unconditionally guaranteed, pursuant to the terms of the Guarantee contained in Article Twelve of the Indenture, the due and punctual payment of the principal of and any premium and interest on this Security, when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption, early repayment or otherwise, in accordance with the terms of this Security and the Indenture. The obligations of the Guarantor to the Holders of the Securities and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article Twelve of the Indenture, and reference is hereby made to such Article and Indenture for the precise terms of the Guarantee. The Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Security upon which this notation of the Guarantee is endorsed shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized signatories. WHITE MOUNTAINS ONEBEACON INSURANCE GROUP, LTD. by _______________ Name: Title: ARTICLE THREE THE SECURITIES:
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