Guarantees. Holdings and each Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of, and interest on, the Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Guarantor further agree that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Guarantor and that Holdings and such Guarantor will remain bound under this Article 11 notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Holdings and each Guarantor waive notice of any default under the Notes or the Guaranteed Obligations. The obligations of Holdings and each Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) except as set forth in Section 11.07, any change in the ownership of Holdings or such Guarantor. Holdings and each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 and 11.07 hereof, the obligations of Holdings and each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings and each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner, or to any extent, vary the risk of such Holdings or such Guarantor or would otherwise operate as a discharge of Holdings or such Guarantor as a matter of law or equity. Holdings and each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, at any time, payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing, and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, Holdings and each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1) the unpaid amount of such Guaranteed Obligations, (2) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. Holdings and each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations may be accelerated as provided in Article 6 for the purposes of Holdings’ or such Guarantor’s Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this Section. Holdings and each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section.
Appears in 11 contracts
Samples: Indenture (TransDigm Group INC), Indenture (TransDigm Group INC), TransDigm Group INC
Guarantees. Holdings and each Guarantor Each of the Subsidiary Guarantors hereby fully unconditionally and irrevocably guarantees, jointly and severally, as primary obligor and not merely as surety, to each Holder of the Notes and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of, and interest on, the Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture principal of (and premium, if any) and interest, if any, on the Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”)) to the Trustee and to the Holders. Holdings and each Guarantor Each of the Subsidiary Guarantors further agree agrees (to the extent permitted by law) that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Guarantor it, and that Holdings and such Guarantor will it shall remain bound under this Article 11 X notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each Guarantor Each of the Subsidiary Guarantors waives presentation to, demand of, of payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Holdings and each Guarantor waive Each of the Subsidiary Guarantors waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of Holdings and each Guarantor of the Subsidiary Guarantors hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person person under this Indenture, the Notes or any other agreement or otherwise; , (b) any extension or renewal of any thereof; , (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; , (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; them or (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) except as set forth in Section 11.07, any change in the ownership of Holdings or such Guarantorthe Company. Holdings and each Guarantor Each of the Subsidiary Guarantors further agrees that its Guarantee herein constitutes a guarantee of payment, performance and compliance payment when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right The obligations of payment to the prior payment in full each of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 and 11.07 hereof, the obligations of Holdings and each Guarantor Subsidiary Guarantors hereunder shall not be subject to any reduction, limitation, impairment or termination for any reasonreason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings and each Guarantor of the Subsidiary Guarantors herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner, manner or to any extent, extent vary the risk of such Holdings or such Guarantor each of the Subsidiary Guarantors or would otherwise operate as a discharge of Holdings or such Guarantor the Subsidiary Guarantors as a matter of law or equity. Holdings and each Guarantor Each of the Subsidiary Guarantors further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of of, premium, if any, or interest interest, if any, on any Guaranteed Obligation of the Obligations is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Guarantor of the Subsidiary Guarantors by virtue hereof, upon the failure of the Company to pay any of the principal of or interest on any Guaranteed Obligation Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, Holdings and each Guarantor of the Subsidiary Guarantors hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1i) the unpaid amount of such Guaranteed Obligations, Obligations then due and owing and (2ii) accrued and unpaid interest on such Guaranteed Obligations then due and owing (but only to the extent not prohibited by law) and (3) all other monetary Guaranteed Obligations ). Each of the Company to the Holders and the Trustee. Holdings and each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Guarantor Subsidiary Guarantors further agrees that, as between ititself, on the one hand, and the Holders and the TrusteeHolders, on the other hand, (x) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 this Indenture for the purposes of Holdings’ or such Guarantor’s its Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Guaranteed Obligations as provided in Article 6Obligations, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Subsidiary Guarantor for the purposes of this SectionGuarantee. Holdings and each Guarantor Each of the Subsidiary Guarantors also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred by the Trustee or any Holder the Holders in enforcing any rights under this SectionSection 10.1.
Appears in 9 contracts
Samples: Indenture (Expedia Group, Inc.), Indenture (Expedia Group, Inc.), Indenture (Expedia Group, Inc.)
Guarantees. Holdings and If Guarantees have been provided for any particular series of Securities pursuant to Section 3.1, each applicable Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and of Securities of such series, to the Trustee and its successors and assigns assigns: (a) the full and punctual payment of all of the principal of, and any premium and interest on, the Notes Securities of such series when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Notes Securities of such series; and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture with respect to the Securities of such series and under the Notes Securities of such series (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Each Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Guarantor and that Holdings and such Guarantor will remain bound under this Article 11 XVI notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and In addition, if Guarantees have been provided pursuant to Section 3.1 for a particular series of Securities, each applicable Guarantor waives waives: (1) presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Holdings non-payment; and each Guarantor waive (2) notice of any default under the Notes Securities of such series or the Guaranteed Obligations, and agrees that the Holders of such Securities may exercise their rights of enforcement under its Guarantee without first exercising their rights of enforcement directly against the Company. The obligations of Holdings and each Guarantor hereunder shall not be affected by by: (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Notes Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor Guarantor of the Guaranteed Obligations; or (f) except as set forth in Section 11.07, any change in the ownership of Holdings or such Guarantor. Holdings and If Guarantees have been provided for a particular series of Securities pursuant to Section 3.1, each applicable Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Each Guarantee is, If Guarantees have been provided for a particular series of Securities pursuant to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if anySection 3.1, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except except as expressly set forth in Sections 11.02 12.3(e), 16.2 and 11.07 hereof16.6, the obligations of Holdings and each applicable Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings and each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner, manner or to any extent, extent vary the risk of such Holdings or such Guarantor or would otherwise operate as a discharge of Holdings or such Guarantor as a matter of law or equity. Holdings and If Guarantees have been provided for a particular series of Securities pursuant to Section 3.1, each applicable Guarantor further agrees that its Guarantee Guaranteed Obligations herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of of, or premium or interest on on, any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Guarantor by virtue hereof, upon the failure of the Company to pay the principal of of, or premium or interest on on, any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, Holdings and each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of of: (1) the unpaid amount of such Guaranteed Obligations, ; (2) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) ); and (3) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. Holdings and each Each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, : (x) the maturity of the Guaranteed Obligations may be accelerated as provided in Article 6 VII for the purposes of Holdings’ or such Guarantor’s Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, ; and (y) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6VII, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this Section. Holdings and If Guarantees have been provided for a particular series of Securities pursuant to Section 3.1, each applicable Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expensesexpenses of attorneys and other agents) incurred by the Trustee or any Holder in enforcing any rights under this Section.
Appears in 8 contracts
Samples: Indenture (Molson Coors Beverage Co), Coors Brewing Co, Coors International Holdco 2, ULC
Guarantees. Holdings and each Each Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal ofof and premium, if any, and interest on, on the Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Each Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Guarantor and that Holdings and such Guarantor will remain bound under this Article 11 X notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each Each Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Holdings and each Each Guarantor waive waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of Holdings and each Guarantor hereunder shall not be affected by (a1) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any Guarantor) under this Indenture, the Notes or any other agreement or otherwise; (b2) any extension or renewal of this Indenture, the Notes or any thereofother agreement; (c3) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (d4) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e5) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f6) except as set forth in Section 11.0710.06, any change in the ownership of Holdings or such Guarantor. Holdings and each Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 8.01, 8.02, 10.02 and 11.07 hereof10.06, the obligations of Holdings and each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings and each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner, manner or to any extent, extent vary the risk of such Holdings or such Guarantor or would otherwise operate as a discharge of Holdings or such Guarantor as a matter of law or equity. Holdings and each Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of or premium, if any, or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or premium, if any, or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, Holdings and each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum (without duplication) of (1A) the unpaid amount principal amount, including any premium thereon to the extent such premium has become due and payable, of such Guaranteed Obligations, (2B) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3C) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. Holdings and each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (xi) the maturity of the Guaranteed Obligations hereby may be accelerated as provided in Article 6 VI for the purposes of Holdings’ or such Guarantor’s Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed ObligationsObligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6VI, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this Section. Holdings and each Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ counsel fees and expenses) properly incurred by the Trustee or any Holder the Holders in enforcing any rights under this Section.
Appears in 7 contracts
Samples: Indenture (Pra Group Inc), Indenture (Credit Acceptance Corp), Indenture (Pra Group Inc)
Guarantees. Holdings and each Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of, and interest on, the Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Guarantor further agree that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Guarantor and that Holdings and such Guarantor will remain bound under this Article 11 10 notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Holdings and each Guarantor waive notice of any default under the Notes or the Guaranteed Obligations. The obligations of Holdings and each Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) except as set forth in Section 11.0710.07, any change in the ownership of Holdings or such Guarantor. Holdings and each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 10.02 and 11.07 10.07 hereof, the obligations of Holdings and each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings and each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner, or to any extent, vary the risk of such Holdings or such Guarantor or would otherwise operate as a discharge of Holdings or such Guarantor as a matter of law or equity. Holdings and each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, at any time, payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing, and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, Holdings and each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1) the unpaid amount of such Guaranteed Obligations, (2) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. Holdings and each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12Obligations. Holdings and each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations may be accelerated as provided in Article 6 for the purposes of Holdings’ or such Guarantor’s Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this Section. Holdings and each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section.
Appears in 6 contracts
Samples: Indenture (TransDigm Group INC), TransDigm Group INC, TransDigm Group INC
Guarantees. Holdings and each Each Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to Holder, the Trustee and the Collateral Agent and its successors and assigns (a) the full and punctual payment of principal of, of and interest on, and premium on the Notes Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture Indenture, the Securities and the Notes other Note Documents and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture Indenture, the Securities and the Notes other Note Documents (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Each Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Guarantor and that Holdings and such Guarantor will remain bound under this Article 11 10 notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each Each Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Holdings and each Each Guarantor waive waives notice of any default under the Notes Securities or the Guaranteed Obligations. The obligations of Holdings and each Guarantor hereunder shall not be affected by (a1) the failure of any Holder or the Trustee or the Collateral Agent to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any Guarantor) under this Indenture, any of the Notes Note Documents or any other agreement or otherwise; (b2) any extension or renewal of any thereofNote Document; (c3) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes Note Documents or any other agreement; (d4) the release of any security held by any Holder Holder, the Trustee or the Trustee Collateral Agent for the Guaranteed Obligations or any of them; (e5) the failure of any Holder Holder, or the Trustee and Collateral Agent to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f6) except except, as set forth in Section 11.0710.05, any change in the ownership of Holdings or such Guarantor. Holdings and each Each Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 and 11.07 hereof8.01, 10.02 or 10.05, the obligations of Holdings and each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings and each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner, manner or to any extent, extent vary the risk of such Holdings or such Guarantor or would otherwise operate as a discharge of Holdings or such Guarantor as a matter of law or equity. Holdings and each Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of or interest and premium on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest and premium on any Guaranteed Notes Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Notes Obligation, Holdings and each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders Holders, the Trustee or the Trustee Collateral Agent, as applicable, an amount equal to the sum of (1A) the unpaid amount of such Guaranteed Obligations, (2B) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3C) all other monetary Guaranteed Obligations of the Company to the Holders and Holders, the TrusteeTrustee or the Collateral Agent. Holdings and each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Each Guarantor further agrees that, as between it, on the one hand, and the Holders Holders, the Trustee and the TrusteeCollateral Agent, on the other hand, (xi) the maturity of the Guaranteed Obligations hereby may be accelerated as provided in Article 6 for the purposes of Holdings’ or such Guarantor’s Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed ObligationsObligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this Section. Holdings and each Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred Incurred by the Trustee Trustee, the Collateral Agent or any Holder in enforcing any rights under this Section.
Appears in 5 contracts
Samples: Indenture (CBL & Associates Limited Partnership), Indenture (CBL & Associates Limited Partnership), Indenture (CBL & Associates Limited Partnership)
Guarantees. Holdings and each Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of, of and interest on, on the Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this the Indenture and the Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this the Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Each Subsidiary Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Subsidiary Guarantor and that Holdings and such Subsidiary Guarantor will remain bound under this Article 11 8 notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Holdings and each Each Subsidiary Guarantor waive waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of Holdings and each Subsidiary Guarantor hereunder shall not be affected by (a1) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any Subsidiary Guarantor) under this the Indenture, the Notes or any other agreement or otherwise; (b2) any extension or renewal of any thereof; (c3) any rescission, waiver, amendment or modification of any of the terms or provisions of this the Indenture, the Notes or any other agreement; (d4) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e5) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f6) except as set forth in Section 11.078.06 hereof, any change in the ownership of Holdings or such Subsidiary Guarantor. Holdings and each Each Subsidiary Guarantor further agrees that its Subsidiary Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 Section 6.04, Section 8.02 and 11.07 Section 8.06 hereof, the obligations of Holdings and each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings and each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this the Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner, manner or to any extent, extent vary the risk of such Holdings or such Subsidiary Guarantor or would otherwise operate as a discharge of Holdings or such Subsidiary Guarantor as a matter of law or equity. Holdings and each Each Subsidiary Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, Holdings and each Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1A) the unpaid amount of such Guaranteed Obligations, (2B) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3C) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. Holdings and each Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (xi) the maturity of the Guaranteed Obligations may be accelerated as provided in Article 6 5 hereof for the purposes of Holdings’ or such Subsidiary Guarantor’s Subsidiary Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, and (yii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 65 hereof, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Subsidiary Guarantor for the purposes of this Section. Holdings and each Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred Incurred by the Trustee or any Holder in enforcing any rights under this Section.
Appears in 5 contracts
Samples: Supplemental Indenture (Tyson Foods Inc), Supplemental Indenture (Tyson Foods Inc), Supplemental Indenture (Tyson Foods Inc)
Guarantees. Holdings and each Each Guarantor of Securities hereby unconditionally and irrevocably guarantees, jointly and severally, on a senior basis to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of, of and interest on, on the Notes Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and with respect to the Notes Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and with respect to the Notes Securities (all the foregoing foregoing, being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Each Guarantor of Securities further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Guarantor and that Holdings and such Guarantor will remain bound under this Article 11 notwithstanding any extension or renewal of any Guaranteed Obligationobligation. Holdings and each Each Guarantor of Securities waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Holdings and each Each Guarantor waive of Securities waives notice of any default under the Notes Securities or the Guaranteed Obligations. The obligations of Holdings and each Guarantor hereunder of Securities shall not be affected by (a1) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any Guarantor) under this Indenture, Indenture with respect to the Notes Securities or any other agreement or otherwise; (b2) any extension or renewal of any thereof; (c3) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, Indenture with respect to the Notes Securities or any other agreement; (d4) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e5) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f6) except as set forth in Section 11.0711.06, any change in the ownership of Holdings or such Guarantor. Holdings and each Each Guarantor of Securities further agrees that its Securities Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security Security held for payment of the Guaranteed Obligations. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 9.01, 11.02 and 11.07 hereof11.06, the obligations of Holdings and each Guarantor of Securities hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings and each Guarantor of Securities herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, Indenture with respect to the Notes Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner, manner or to any extent, extent vary the risk of such Holdings or such Guarantor or would otherwise operate as a discharge of Holdings or such Guarantor as a matter of law or equity. Holdings and each Each Guarantor of Securities further agrees that its Securities Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder of Securities or the Trustee has at law or in equity against Holdings or any Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, Holdings and each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1A) the unpaid amount of such Guaranteed Obligations, (2B) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3C) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. Holdings and each Each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Guarantor further Securities agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (xi) the maturity of the Guaranteed Obligations hereby may be accelerated as provided in Article 6 for the purposes of Holdings’ or such Guarantor’s Securities Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed ObligationsObligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this SectionSection 11.01. Holdings and each Each Guarantor of Securities also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred by the Trustee or any Holder in enforcing any rights under this SectionSection 11.01.
Appears in 4 contracts
Samples: Security Agreement (Transocean Ltd.), Share Pledge Agreement (Transocean Ltd.), Credit Agreement (Transocean Ltd.)
Guarantees. Holdings and each Each Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and Collateral Agent and its successors and assigns (a) the full and punctual payment of principal ofof (and premium, if any) and interest on, on the Notes Securities when due, whether at maturityStated Maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company Issuer under this Indenture and the Notes Note Documents and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company Issuer under this Indenture and the Notes Note Documents (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Each Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Guarantor Guarantor, and that Holdings and such Guarantor will remain bound under this Article 11 12 notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each Each Guarantor waives presentation to, demand of, payment from and protest to the Company Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Holdings and each Each Guarantor waive waives notice of any default under the Notes Securities or the Guaranteed Obligations. The obligations of Holdings and each Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee and Collateral Agent to assert any claim or demand or to enforce any right or remedy against the Company Issuer or any other Person person under this Indenture, the Notes Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee and Collateral Agent for the Guaranteed Obligations or of any of them; (e) the failure of any Holder or the Trustee and Collateral Agent to exercise any right or remedy against any other guarantor of the Obligations; or (f) except as set forth in Section 11.07, any change in the ownership of Holdings or such Guarantor. Holdings and each Each Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee and Collateral Agent to any security held for payment of the Guaranteed Obligations. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 7.05, 7.06, 9.14, 11.02, 11.03, 12.03 and 11.07 hereof12.08, the obligations of Holdings and each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Guarantee of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings and each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes Securities or any other agreement, by any waiver or modification of any terms thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner, manner or to any extent, extent vary the risk of such Holdings or such Guarantor or would otherwise operate as a discharge of Holdings or such Guarantor as a matter of law or equity. Holdings and each Each Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of (or premium, if any) or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company Issuer or otherwise. In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Guarantor by virtue hereof, upon the failure of the Company Issuer to pay the principal of (or premium, if any) or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturityStated Maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, Holdings and each Guarantor hereby promises to and shallwill, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1i) the unpaid amount of such Guaranteed Obligations, (2ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3iii) all other monetary Guaranteed Obligations of the Company Issuer to the Holders and the Trustee. Holdings and each Each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations guaranteed hereby until payment in full in cash of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12Obligations. Holdings and each Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 5 for the purposes of Holdings’ or such Guarantor’s Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed ObligationsObligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 65, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this SectionSection 12.01. Holdings and each Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred by the Trustee and Collateral Agent or any Holder in enforcing any rights under this SectionSection 12.01. The Issuer shall cause each of its direct or indirect Subsidiaries that is not an Excluded Subsidiary and that guarantees or becomes a borrower under any First Lien Obligations to execute and deliver to the Trustee, within 30 days of such event (which such period will be automatically extended in 30 day increments so long as the Issuer uses commercially reasonable efforts), a supplemental indenture substantially in the form of Exhibit B hereto pursuant to which such Subsidiary will guarantee the Obligations. For the avoidance of doubt, no Excluded Subsidiary shall be required to guarantee the Obligations, become a party to the Collateral Agreement or any other Collateral Document or create Liens on its assets to secure the Obligations. Notwithstanding anything to the contrary contained herein (but subject to the following paragraph), if a person is required to become a Guarantor pursuant to this Indenture, none of the Issuer or any Subsidiary shall be required to submit any application or filing or otherwise take any action to obtain any authorization or consent of any federal or state Governmental Authority required in order to cause such person to become a Guarantor (and the requirement to provide such a Guarantee shall be tolled), in each case, to the extent an authorization or consent of such federal or state Governmental Authority is determined by Lumen, Level 3 Parent or the Issuer to be sought in respect of any Material Transaction or any financing relating thereto and has not yet been obtained; provided that (i) such person is not submitting any application or filing or otherwise taking any action to obtain any authorization or consent of any federal or state Governmental Authority required in order to cause such person to Guarantee any First Lien Obligation, any Second Lien Obligation (other than the Securities) or any Junior Lien Obligations and (ii) at the time such federal or state Governmental Authority has approved such Material Transaction, the application, filing or other action to obtain any such authorization or consent of any federal or state Governmental Authority required in order to cause any person to become a Guarantor shall promptly be made.
Appears in 4 contracts
Samples: Indenture (Qwest Corp), Indenture (Qwest Corp), Indenture (Qwest Corp)
Guarantees. Holdings and each Each Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of, of and interest on, on the Notes Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Notes Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Each Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Guarantor and that Holdings and such Guarantor will remain bound under this Article 11 10 notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each Each Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Holdings and each Each Guarantor waive waives notice of any default under the Notes Securities or the Guaranteed Obligations. The obligations of Holdings and each Guarantor hereunder shall not be affected by (a1) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any Guarantor) under this Indenture, the Notes Securities or any other agreement or otherwise; (b2) any extension or renewal of any thereof; (c3) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes Securities or any other agreement; (d4) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e5) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f6) except as set forth in Section 11.0710.07, any change in the ownership of Holdings or such Guarantor. Holdings and each Each Guarantor further agrees that its Security Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 8.01(b), 10.02 and 11.07 hereof10.07, the obligations of Holdings and each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings and each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner, manner or to any extent, extent vary the risk of such Holdings or such Guarantor or would otherwise operate as a discharge of Holdings or such Guarantor as a matter of law or equity. Holdings and each Each Guarantor further agrees that its Security Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, Holdings and each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1A) the unpaid amount of such Guaranteed Obligations, (2B) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3C) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. Holdings and each Each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (xi) the maturity of the Guaranteed Obligations hereby may be accelerated as provided in Article 6 for the purposes of Holdings’ or such Guarantor’s Security Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed ObligationsObligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this Section. Holdings and each Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred by the Trustee or any Holder in enforcing any rights under this Section.
Appears in 4 contracts
Samples: Bridge Loan Agreement (William Lyon Homes), William Lyon Homes, William Lyon Homes
Guarantees. Holdings and each Each Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, on a senior unsecured basis, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of, of and interest on, on the Notes Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Notes Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Each Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Guarantor and that Holdings and such Guarantor will shall remain bound under this Article 11 10 notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each Each Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Holdings and each Each Guarantor waive waives notice of any default under the Notes Securities or the Guaranteed Obligations. The obligations of Holdings and each Guarantor hereunder shall not be affected by (a1) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any Guarantor) under this Indenture, the Notes Securities or any other agreement or otherwise; (b2) any extension or renewal of any thereof; (c3) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes Securities or any other agreement; (d4) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e5) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f6) except as set forth in Section 11.0710.06, any change in the ownership of Holdings or such a Guarantor. Holdings and each Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 4.11, 8.01(b), 10.02 and 11.07 hereof10.06, the obligations of Holdings and each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings and each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner, manner or to any extent, extent vary the risk of such Holdings or such Guarantor or would otherwise operate as a discharge of Holdings or such Guarantor as a matter of law or equity. Holdings and each Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, Holdings and each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1A) the unpaid amount of such Guaranteed Obligations, (2B) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3C) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. Holdings and each Each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (xi) the maturity of the Guaranteed Obligations hereby may be accelerated as provided in Article 6 for the purposes of Holdings’ or such Guarantor’s Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed ObligationsObligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this Section. Holdings and each Each Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred by the Trustee or any Holder in enforcing any rights under this Section.
Appears in 4 contracts
Samples: Indenture (Murphy USA Inc.), Indenture (Murphy USA Inc.), Indenture (Murphy USA Inc.)
Guarantees. Holdings and each Each Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and Collateral Agent and its successors and assigns (a) the full and punctual payment of principal ofof (and premium, if any) and interest on, on the Notes Securities when due, whether at maturityStated Maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company Issuer under this Indenture and the Notes Note Documents and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company Issuer under this Indenture and the Notes Note Documents (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Each Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Guarantor Guarantor, and that Holdings and such Guarantor will remain bound under this Article 11 12 notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each Each Guarantor waives presentation to, demand of, payment from and protest to the Company Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Holdings and each Each Guarantor waive waives notice of any default under the Notes Securities or the Guaranteed Obligations. The obligations of Holdings and each Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee and Collateral Agent to assert any claim or demand or to enforce any right or remedy against the Company Issuer or any other Person person under this Indenture, the Notes Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee and Collateral Agent for the Guaranteed Obligations or of any of them; (e) the failure of any Holder or the Trustee and Collateral Agent to exercise any right or remedy against any other guarantor of the Obligations; or (f) except as set forth in Section 11.07, any change in the ownership of Holdings or such Guarantor. Holdings and each Each Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee and Collateral Agent to any security held for payment of the Guaranteed Obligations. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 7.05, 7.06, 9.14, 11.02, 11.03, 12.03 and 11.07 hereof12.08, the obligations of Holdings and each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Guarantee of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings and each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes Securities or any other agreement, by any waiver or modification of any terms thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner, manner or to any extent, extent vary the risk of such Holdings or such Guarantor or would otherwise operate as a discharge of Holdings or such Guarantor as a matter of law or equity. Holdings and each Each Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of (or premium, if any) or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company Issuer or otherwise. In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Guarantor by virtue hereof, upon the failure of the Company Issuer to pay the principal of (or premium, if any) or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturityStated Maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, Holdings and each Guarantor hereby promises to and shallwill, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1i) the unpaid amount of such Guaranteed Obligations, (2ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3iii) all other monetary Guaranteed Obligations of the Company Issuer to the Holders and the Trustee. Holdings and each Each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations guaranteed hereby until payment in full in cash of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12Obligations. Holdings and each Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 5 for the purposes of Holdings’ or such Guarantor’s Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed ObligationsObligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 65, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this SectionSection 12.01. Holdings and each Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred by the Trustee and Collateral Agent or any Holder in enforcing any rights under this SectionSection 12.01. The Issuer shall cause each of its direct or indirect Subsidiaries that is not an Excluded Subsidiary and that guarantees or becomes a borrower under any First Lien Obligations to execute and deliver to the Trustee, within 30 days of such event (which such period will be automatically extended in 30 day increments so long as the Issuer uses commercially reasonable efforts), a supplemental indenture substantially in the form of Exhibit B hereto pursuant to which such Subsidiary will guarantee the Obligations. For the avoidance of doubt, no Excluded Subsidiary shall be required to guarantee the Obligations, become a party to the Collateral Agreement or any other Collateral Document or create Liens on its assets to secure the Obligations. Notwithstanding anything to the contrary contained herein (but subject to the following paragraph), if a person is required to become a Guarantor pursuant to this Indenture, none of the Issuer or any Subsidiary shall be required to submit any application or filing or otherwise take any action to obtain any authorization or consent of any federal or state Governmental Authority required in order to cause such person to become a Guarantor (and the requirement to provide such a Guarantee shall be tolled), in each case, to the extent an authorization or consent of such federal or state Governmental Authority is determined by Lumen, Level 3 Parent or the Issuer to be sought in respect of any Material Transaction or any financing relating thereto and has not yet been obtained; provided that (i) such person is not submitting any application or filing or otherwise taking any action to obtain any authorization or consent of any federal or state Governmental Authority required in order to cause such person to Guarantee any First Lien Obligation (other than the Securities) or Junior Lien Obligations and (ii) at the time such federal or state Governmental Authority has approved such Material Transaction, the application, filing or other action to obtain any such authorization or consent of any federal or state Governmental Authority required in order to cause any person to become a Guarantor shall promptly be made.
Appears in 3 contracts
Samples: Indenture (Qwest Corp), Indenture (Qwest Corp), Indenture (Qwest Corp)
Guarantees. Holdings and each Each Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal ofof (and premium, if any) and interest on, on the Notes Securities when due, whether at maturityStated Maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company Issuer under this Indenture and the Notes Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company Issuer under this Indenture and the Notes Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Each Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Guarantor Guarantor, and that Holdings and such Guarantor will remain bound under this Article 11 Thirteen notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each Each Guarantor waives presentation to, demand of, payment from and protest to the Company Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Holdings and each Each Guarantor waive waives notice of any default under the Notes Securities or the Guaranteed Obligations. The obligations of Holdings and each Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company Issuer or any other Person under this Indenture, the Notes Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) except as set forth in Section 11.07, any change in the ownership of Holdings or such Guarantor. Holdings and each Each Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 805, 806, 1017, 1019, 1202, 1203, 1303 and 11.07 hereof1308, the obligations of Holdings and each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings and each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner, manner or to any extent, extent vary the risk of such Holdings or such Guarantor or would otherwise operate as a discharge of Holdings or such Guarantor as a matter of law or equity. Holdings and each Each Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of (or premium, if any) or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company Issuer or otherwise. In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Guarantor by virtue hereof, upon the failure of the Company Issuer to pay the principal of (or premium, if any) or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturityStated Maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, Holdings and each Guarantor hereby promises to and shallwill, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1i) the unpaid amount of such Guaranteed Obligations, (2ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3iii) all other monetary Guaranteed Obligations of the Company Issuer to the Holders and the Trustee. Holdings and each Each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations guaranteed hereby until payment in full in cash of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12Obligations. Holdings and each Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 Five for the purposes of Holdings’ or such Guarantor’s Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed ObligationsObligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6Five, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this Section. Holdings and each Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred by the Trustee or any Holder in enforcing any rights under this SectionSection 1301.
Appears in 3 contracts
Samples: Indenture (Level 3 Communications Inc), Purchase Agreement (Level 3 Communications Inc), Indenture (Level 3 Communications Inc)
Guarantees. Holdings and each Each Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of, of and interest on, on the Notes when due, whether at maturity, by acceleration, by redemption or otherwise, of all obligations of the Company under this Indenture (including obligations to the Trustee) and the Notes, whether for payment of principal of, premium, if any, or interest on in respect of the Notes and all other monetary obligations of the Company under this Indenture and the Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes whether for fees, expenses, indemnification or otherwise under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Each Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or each such Guarantor and that Holdings and each such Guarantor will remain bound under this Article 11 notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each Each Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Holdings and each Each Guarantor waive waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of Holdings and each Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of this Indenture, the Notes or any thereofother agreement; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of themGuarantor; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) except as set forth in Section 11.07, any change in the ownership of Holdings such Guarantor. Each Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among the Guarantors, such that such Guarantor’s obligations would be less than the full amount claimed. Each Guarantor hereby waives any right to which it may be entitled to have the assets of the Company first be used and depleted as payment of the Company’s or such Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Guarantor hereunder. Holdings and each Each Guarantor hereby waives any right to which it may be entitled to require that the Company be sued prior to an action being initiated against such Guarantor. Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or the Guarantor giving such Guarantor, as the case may be, Guarantee and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 and 11.07 hereof, the obligations of Holdings and each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings and each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner, manner or to any extent, extent vary the risk of such Holdings or such Guarantor or would otherwise operate as a discharge of Holdings or such Guarantor as a matter of law or equity. Holdings and each Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, Holdings and each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1) the unpaid principal amount of such Guaranteed Obligations, (2) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by applicable law) and (3) all other monetary Guaranteed Obligations obligations of the Company to the Holders and the Trustee. Holdings and each Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations may be accelerated as provided in Article 6 for the purposes of Holdings’ or such Guarantor’s Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed ObligationsObligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this Section. Holdings and each Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section. Upon request of the Trustee (which request the Trustee shall under no circumstances be obligated to make), each Guarantor shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.
Appears in 3 contracts
Samples: Indenture (Polypore International, Inc.), Indenture (Polypore International, Inc.), Indenture (Daramic, LLC)
Guarantees. Holdings and each Each Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of, of and interest on, on the Notes Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company Issuer under this Indenture and the Notes Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company Issuer under this Indenture and the Notes Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Each Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Guarantor and that Holdings and such Guarantor will remain bound under this Article 11 10 notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each Each Guarantor waives presentation to, demand of, payment from and protest to the Company Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Holdings and each Each Guarantor waive waives notice of any default under the Notes Securities or the Guaranteed Obligations. The obligations of Holdings and each Guarantor hereunder shall not be affected by (a1) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company Issuer or any other Person (including any Guarantor) under this Indenture, the Notes Securities or any other agreement or otherwise; (b2) any extension or renewal of this Indenture, the Securities or any thereofother agreement; (c3) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes Securities or any other agreement; (d4) the release of any security security, if any, held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e5) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f6) except as set forth in Section 11.0710.07, any change in the ownership of Holdings or such Guarantor. Holdings and each Each Guarantor further agrees that its Security Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 8.01(b), 10.02 and 11.07 hereof10.07, the obligations of Holdings and each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, foregoing the obligations of Holdings and each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner, manner or to any extent, extent vary the risk of such Holdings or such Guarantor or would otherwise operate as a discharge of Holdings or such Guarantor as a matter of law or equity. Holdings Except as expressly set forth in Sections 8.01(b), 10.02 and 10.07, each Guarantor further agrees that its Security Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company Issuer or otherwise. In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Guarantor by virtue hereof, upon the failure of the Company Issuer to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, Holdings and each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, cash to the Holders or the Trustee an amount equal to the sum of (1A) the unpaid principal amount of such Guaranteed Obligations, (2B) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by applicable law) and (3C) all other monetary Guaranteed Obligations of the Company Issuer to the Holders and the Trustee. Holdings and each Each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (xi) the maturity of the Guaranteed Obligations hereby may be accelerated as provided in Article 6 for the purposes of Holdings’ or such Guarantor’s Security Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed ObligationsObligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this Section. Holdings and each Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred by the Trustee or any Holder in enforcing any rights under this Section.
Appears in 3 contracts
Samples: Supplemental Indenture (Century Communities, Inc.), Supplemental Indenture (Century Communities, Inc.), Supplemental Indenture (Century Communities, Inc.)
Guarantees. Holdings and each Guarantor Each of the Guarantors hereby fully, unconditionally and irrevocably guarantees, jointly as primary obligor and severallynot merely as surety, to each Holder of the Securities and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of, and interest on, the Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture principal of (and premium, if any) and interest, if any, on the Notes Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company Issuer, including, but not limited to, additional amounts due under Section 1011 and sinking fund payments, under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed "Obligations”"). Holdings and each Guarantor Each of the Guarantors further agree agrees (to the extent permitted by law) that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Guarantor it, and that Holdings and such Guarantor will it shall remain bound under this Article 11 Fourteen notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each Guarantor Each of the Guarantors waives presentation to, demand of, of payment from and protest to the Company Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Holdings and each Guarantor waive Each of the Guarantors waives notice of any default under the Notes Securities or the Guaranteed Obligations. The obligations of Holdings and each Guarantor of the Guarantors hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company Issuer or any other Person person under this Indenture, the Notes Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; or (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) except as set forth in Section 11.07, any change in the ownership of Holdings or such Guarantorthe Issuer. Holdings and each Guarantor Each of the Guarantors further agrees that its the Guarantee herein constitutes a guarantee of payment, performance and compliance payment when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right The obligations of payment to the prior payment in full each of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 and 11.07 hereof, the obligations of Holdings and each Guarantor Guarantors hereunder shall not be subject to any reduction, limitation, impairment or termination for any reasonreason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings and each Guarantor of the Guarantors herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner, manner or to any extent, extent vary the risk of such Holdings or such Guarantor each of the Guarantors or would otherwise operate as a discharge of Holdings or such Guarantor the Guarantors as a matter of law or equity. Holdings and each Guarantor Each of the Guarantors further agrees that its the Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of (and premium, if any) or interest interest, if any, on any Guaranteed Obligation of the Obligations is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company Issuer or otherwise. In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Guarantor of the Guarantors by virtue hereof, upon the failure of the Company Issuer to pay any of the principal of or interest on any Guaranteed Obligation Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, Holdings and each Guarantor of the Guarantors hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1i) the unpaid amount of such Guaranteed Obligations, Obligations then due and owing and (2ii) accrued and unpaid interest on such Guaranteed Obligations then due and owing (but only to the extent not prohibited by law) and (3) all other monetary Guaranteed Obligations ). Each of the Company to the Holders and the Trustee. Holdings and each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Guarantor Guarantors further agrees that, as between ititself, on the one hand, and the Holders and the TrusteeHolders, on the other hand, (x) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 this Indenture for the purposes of Holdings’ or such Guarantor’s the Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Guaranteed Obligations as provided in Article 6Obligations, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this SectionGuarantee. Holdings and each Guarantor Each of the Guarantors also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees and expenses' fees) incurred by the Trustee or any Holder the Holders in enforcing any rights under this SectionSection 1401.
Appears in 3 contracts
Samples: Lexington Master Limited Partnership, Brandywine Realty Trust, Brandywine Operating Partnership Lp /Pa
Guarantees. Holdings From and after the Escrow Release Date, each Guarantor that is a party hereto on the Issue Date or that executes a supplemental indenture in the form of Exhibit D hereto, shall hereby fully, unconditionally and irrevocably guaranteesguarantee on a senior secured basis, jointly and severally, to each Holder and to the Trustee Trustee, the Agents and its their respective successors and assigns (a) the full and punctual payment of principal of, of and interest on, on the Notes when due, whether at maturityStated Maturity, by acceleration, by redemption acceleration or otherwise, and all other monetary obligations of the Company Issuer under this Indenture and the Notes and (b) the full and punctual performance within applicable grace periods of all other monetary obligations of the Company Issuer under this Indenture and the Notes (all the foregoing such obligations set forth in clauses (a) and (b) above being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Each Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Guarantor and that Holdings and such Guarantor will shall remain bound under this Article 11 10 notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each Each Guarantor waives presentation to, demand of, payment from and protest to the Company Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Holdings and each Each Guarantor waive waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of Holdings and each Guarantor hereunder shall not be affected by (a) the failure of any Holder Holder, the Trustee, or the Trustee Agents to assert any claim or demand or to enforce any right or remedy against the Company Issuer, any other Guarantor or any other Person under this Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of any thereofobligation of the Issuer under this Indenture or any Note, by operation of law or otherwise; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; or (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) except as set forth in Section 11.0710.05, any change in the ownership of Holdings or such Guarantor. Holdings and each Each Guarantor further agrees that from and after the Escrow Release Date, its Guarantee herein constitutes shall constitute a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or Holder, the Trustee or Agents to any security held for payment of the Guaranteed Obligations. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 and 11.07 hereof, the obligations of Holdings and each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings and each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner, or to any extent, vary the risk of such Holdings or such Guarantor or would otherwise operate as a discharge of Holdings or such Guarantor as a matter of law or equity. Holdings and each Guarantor further agrees that from and after the Escrow Release Date, its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or Holder, the Trustee or Agents upon the bankruptcy or reorganization of the Company Issuer or otherwise. In furtherance of the foregoing, and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, Holdings and each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1) the unpaid amount of such Guaranteed Obligations, (2) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. Holdings and each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Each Guarantor further agrees that, as between it, on the one hand, and the Holders Holders, the Trustee and the TrusteeAgents, on the other hand, (x) the maturity of the Guaranteed Obligations may be accelerated as provided in Article 6 for the purposes of Holdings’ or such Guarantor’s Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this Section. Holdings and each Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred by the Trustee or any Holder the Agents in enforcing any rights under this Section.
Appears in 2 contracts
Samples: Intercreditor Agreement (Arconic Rolled Products Corp), Intercreditor Agreement (Arconic Inc.)
Guarantees. Holdings and each Guarantor Each Restricted Subsidiary of Alderwoods that is a Wholly Owned Subsidiary organized under the laws of any state or commonwealth of the United States (other than the Excluded Subsidiaries) hereby unconditionally and irrevocably guaranteesguarantees (in such capacity, a "SUBSIDIARY GUARANTOR"), jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of, premium, if any, and interest on, on the Seven-Year Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company Alderwoods under this Indenture and the Seven-Year Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company Alderwoods under this Indenture and the Seven-Year Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”"OBLIGATIONS"). Holdings and each Each Subsidiary Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Subsidiary Guarantor and that Holdings and such Subsidiary Guarantor will remain bound under this Article 11 12 notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company Alderwoods of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Holdings and each Each Subsidiary Guarantor waive waives notice of any default under the Seven-Year Notes or the Guaranteed Obligations. The obligations of Holdings and each Subsidiary Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company Alderwoods or any other Person under this Indenture, the Seven-Year Notes or any other agreement or otherwise; , (b) any extension or renewal of any thereof; , (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Seven-Year Notes or any other agreement; , (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) except as set forth in Section 11.07, any change in the ownership of Holdings or such Guarantor. Holdings and each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 and 11.07 hereof, the obligations of Holdings and each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings and each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner, or to any extent, vary the risk of such Holdings or such Guarantor or would otherwise operate as a discharge of Holdings or such Guarantor as a matter of law or equity. Holdings and each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, at any time, payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing, and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, Holdings and each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1) the unpaid amount of such Guaranteed Obligations, (2) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. Holdings and each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations may be accelerated as provided in Article 6 for the purposes of Holdings’ or such Guarantor’s Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this Section. Holdings and each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section.,
Appears in 2 contracts
Samples: Indenture (Alderwoods Group Inc), Loewen Group International Inc
Guarantees. Holdings and each Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severallyseverally on a senior secured basis, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of, of and interest on, on the Notes Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Notes Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Each Subsidiary Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Subsidiary Guarantor and that Holdings and such Subsidiary Guarantor will remain bound under this Article 11 10 notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Holdings and each Each Subsidiary Guarantor waive waives notice of any default under the Notes Securities or the Guaranteed Obligations. The obligations of Holdings and each Subsidiary Guarantor hereunder shall not be affected by (a1) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any Subsidiary Guarantor) under this Indenture, the Notes Securities or any other agreement or otherwise; (b2) any extension or renewal of any thereof; (c3) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes Securities or any other agreement; (d4) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e5) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f6) except as set forth in Section 11.0710.06, any change in the ownership of Holdings or such Subsidiary Guarantor. Holdings and each Each Subsidiary Guarantor further agrees that its Subsidiary Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 8.01(b), 10.02 and 11.07 hereof10.06, the obligations of Holdings and each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings and each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner, manner or to any extent, extent vary the risk of such Holdings or such Subsidiary Guarantor or would otherwise operate as a discharge of Holdings or such Subsidiary Guarantor as a matter of law or equity. Holdings and each Each Subsidiary Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, Holdings and each Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1A) the unpaid amount of such Guaranteed Obligations, (2B) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3C) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. Holdings and each Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (xi) the maturity of the Guaranteed Obligations hereby may be accelerated as provided in Article 6 for the purposes of Holdings’ or such Subsidiary Guarantor’s Subsidiary Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed ObligationsObligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Subsidiary Guarantor for the purposes of this SectionSection 10.01. Holdings and each Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred by the Trustee or any Holder in enforcing any rights under this SectionSection 10.01.
Appears in 2 contracts
Samples: Intercreditor Agreement (Rotech Healthcare Inc), Intercreditor Agreement (Rotech Healthcare Inc)
Guarantees. Holdings and each Each Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of, of and interest on, on the Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Each Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Guarantor and that Holdings and such Guarantor will remain bound under this Article 11 notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each Each Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Holdings and each Each Guarantor waive waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of Holdings and each Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) except as set forth in Section 11.0711.06, any change in the ownership of Holdings or such Guarantor. Holdings and each Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 and 11.07 hereof, the obligations of Holdings and each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings and each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner, or to any extent, vary the risk of such Holdings or such Guarantor or would otherwise operate as a discharge of Holdings or such Guarantor as a matter of law or equity. Holdings and each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing, and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, Holdings and each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1) the unpaid amount of such Guaranteed Obligations, (2) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. Holdings and each Each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12Obligations. Holdings and each Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations may be accelerated as provided in Article 6 for the purposes of Holdings’ or such Guarantor’s Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this Section. Holdings and each Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred by the Trustee or any Holder in enforcing any rights under this Section.
Appears in 2 contracts
Samples: Supplemental Indenture (Jarden Corp), Supplemental Indenture (Jarden Corp)
Guarantees. Holdings and each Guarantor Each Restricted Subsidiary of Alderwoods that is a Wholly Owned Subsidiary organized under the laws of any state or commonwealth of the United States (other than the Excluded Subsidiaries) hereby unconditionally and irrevocably guaranteesguarantees (in such capacity, a "SUBSIDIARY GUARANTOR"), jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of, premium, if any, and interest on, on the Subordinated Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company Alderwoods under this Indenture and the Subordinated Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company Alderwoods under this Indenture and the Subordinated Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”"OBLIGATIONS"). Holdings and each Each Subsidiary Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Subsidiary Guarantor and that Holdings and such Subsidiary Guarantor will remain bound under this Article 11 12 notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company Alderwoods of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Holdings and each Each Subsidiary Guarantor waive waives notice of any default under the Subordinated Notes or the Guaranteed Obligations. The obligations of Holdings and each Subsidiary Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company Alderwoods or any other Person under this Indenture, the Subordinated Notes or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Subordinated Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) except as set forth in Section 11.0712.06, any change in the ownership of Holdings or such Subsidiary Guarantor. Holdings and each Each Subsidiary Guarantor further agrees that its Subsidiary Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 8.01, 8.02, 12.02 and 11.07 hereof12.06, the obligations of Holdings and each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of 55 the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings and each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Subordinated Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful wilful or otherwise, in the performance of the obligations obligations, or by any other act or thing or omission or delay to do any other act or thing which that may or might in any manner, manner or to any extent, extent vary the risk of such Holdings or such Subsidiary Guarantor or would otherwise operate as a discharge of Holdings or such Subsidiary Guarantor as a matter of law or equity. Holdings and each Each Subsidiary Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of of, premium, if any, or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company Alderwoods or otherwise. In furtherance of the foregoing, foregoing and not in limitation of any other right which that any Holder or the Trustee has at law or in equity against Holdings or any Subsidiary Guarantor by virtue hereof, upon the failure of the Company Alderwoods to pay the principal of of, premium, if any, or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, Holdings and each Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1a) the unpaid amount of such Guaranteed Obligations, (2b) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3c) all other monetary Guaranteed Obligations of the Company Alderwoods to the Holders and the Trustee. Holdings and each Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (xa) the maturity of the Obligations Guaranteed Obligations hereby may be accelerated as provided in Article 6 for the purposes of Holdings’ or such Subsidiary Guarantor’s 's Subsidiary Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations Guaranteed Obligationshereby, and (yb) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Subsidiary Guarantor for the purposes of this Section. Holdings and each Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses' fees) incurred by the Trustee or any Holder in enforcing any rights under this Section.
Appears in 2 contracts
Samples: Indenture (Loewen Group International Inc), Alderwoods Group Inc
Guarantees. Holdings and each Each Guarantor of Securities hereby unconditionally and irrevocably guarantees, jointly and severally, on an unsecured senior basis to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of, of and interest on, on the Notes Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and with respect to the Notes Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and with respect to the Notes Securities (all the foregoing foregoing, being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Each Guarantor of Securities further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Guarantor and that Holdings and such Guarantor will remain bound under this Article 11 notwithstanding any extension or renewal of any Guaranteed Obligationobligation. Holdings and each Each Guarantor of Securities waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Holdings and each Each Guarantor waive of Securities waives notice of any default under the Notes Securities or the Guaranteed Obligations. The obligations of Holdings and each Guarantor hereunder of Securities shall not be affected by (a1) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any Guarantor) under this Indenture, Indenture with respect to the Notes Securities or any other agreement or otherwise; (b2) any extension or renewal of any thereof; (c3) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, Indenture with respect to the Notes Securities or any other agreement; (d4) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e5) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f6) except as set forth in Section 11.0711.06, any change in the ownership of Holdings or such Guarantor. Holdings and each Each Guarantor of Securities further agrees that its Securities Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security Security held for payment of the Guaranteed Obligations. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 9.01, 11.02 and 11.07 hereof11.06, the obligations of Holdings and each Guarantor of Securities hereunder shall not be subject to any reduction, limitation, impairment or termination for any 41 reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings and each Guarantor of Securities herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, Indenture with respect to the Notes Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner, manner or to any extent, extent vary the risk of such Holdings or such Guarantor or would otherwise operate as a discharge of Holdings or such Guarantor as a matter of law or equity. Holdings and each Each Guarantor of Securities further agrees that its Securities Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder of Securities or the Trustee has at law or in equity against Holdings or any Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, Holdings and each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1A) the unpaid amount of such Guaranteed Obligations, (2B) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3C) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. Holdings and each Each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Guarantor further Securities agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (xi) the maturity of the Guaranteed Obligations hereby may be accelerated as provided in Article 6 for the purposes of Holdings’ or such Guarantor’s Securities Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed ObligationsObligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this SectionSection 11.01. Holdings and each Each Guarantor of Securities also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred by the Trustee or any Holder in enforcing any rights under this SectionSection 11.01.
Appears in 2 contracts
Samples: Supplemental Indenture (Transocean Ltd.), Supplemental Indenture (Transocean Ltd.)
Guarantees. Holdings and each Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of, of and interest on, on the Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Notes securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”"OBLIGATIONS"). Holdings and each Each Subsidiary Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Subsidiary Guarantor and that Holdings and such Subsidiary Guarantor will remain bound under this Article 11 notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations obligations and also waives notice of protest for nonpayment. Holdings and each Each Subsidiary Guarantor waive waives notice of any default under the Notes or the Guaranteed Obligations. The obligations Obligations of Holdings and each Subsidiary Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) except as set forth in Section 11.07, any change in the ownership of Holdings or such Guarantorthe Company. Holdings and each Each Subsidiary Guarantor further agrees that its Subsidiary Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 8.1(b), 11.2 and 11.07 hereof11.6, the obligations of Holdings and each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations Obligations of Holdings and each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner, manner or to any extent, extent vary the risk of such Holdings or such Subsidiary Guarantor or would otherwise operate as a discharge of Holdings or such Subsidiary Guarantor as a matter of law or equity. Holdings and each Each Subsidiary Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligationobligation, Holdings and each Subsidiary Guarantor hereby promises to and shallwill, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1i) the unpaid amount of such Guaranteed Obligationsobligations, (2ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3iii) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. Holdings and each Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Obligations Guaranteed Obligations hereby may be accelerated as provided in Article 6 for the purposes of Holdings’ or such Subsidiary Guarantor’s 's Subsidiary Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligationsobligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Subsidiary Guarantor for the purposes of this Section. Holdings and each Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ , fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section.
Appears in 2 contracts
Samples: Planet Hollywood International Inc, Planet Hollywood International Inc
Guarantees. Holdings and each Guarantor Each of the Subsidiary Guarantors hereby fully unconditionally and irrevocably guarantees, jointly as primary obligor and severallynot merely as surety, to each Holder of the Notes of each series and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of, and interest on, the Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture principal of and interest, if any, on the Notes of the relevant series and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes of each series (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”)) to the Trustee and to the Holders. Holdings and each Guarantor Each of the Subsidiary Guarantors further agree agrees (to the extent permitted by law) that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Guarantor it, and that Holdings and such Guarantor will it shall remain bound under this Article 11 X notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each Guarantor Each of the Subsidiary Guarantors waives presentation to, demand of, of payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Holdings and each Guarantor waive Each of the Subsidiary Guarantors waives notice of any default Default under the Notes or the Guaranteed Obligations. The obligations of Holdings and each Guarantor of the Subsidiary Guarantors hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person person under this Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; or (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) except as set forth in Section 11.07, any change in the ownership of Holdings or such Guarantorthe Company. Holdings and each Guarantor Each of the Subsidiary Guarantors further agrees that its the Guarantee herein constitutes a guarantee of payment, performance and compliance payment when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right The obligations of payment to the prior payment in full each of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 and 11.07 hereof, the obligations of Holdings and each Guarantor Subsidiary Guarantors hereunder shall not be subject to any reduction, limitation, impairment or termination for any reasonreason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings and each Guarantor of the Subsidiary Guarantors herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any defaultDefault, failure or delay, willful or otherwise, in the performance of the obligations Obligations, or by any other act or thing or omission or delay to do any other act or thing which that may or might in any manner, manner or to any extent, extent vary the risk of such Holdings or such Guarantor each of the Subsidiary Guarantors or would otherwise operate as a discharge of Holdings or such Guarantor the Subsidiary Guarantors as a matter of law or equity. Holdings and each Guarantor Each of the Subsidiary Guarantors further agrees that its the Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of or interest interest, if any, on any Guaranteed Obligation of the Obligations is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Guarantor of the Subsidiary Guarantors by virtue hereof, upon the failure of the Company to pay any of the principal of or interest on any Guaranteed Obligation Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, Holdings and each Guarantor of the Subsidiary Guarantors hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1i) the unpaid amount of such Guaranteed Obligations, Obligations then due and owing and (2ii) accrued and unpaid interest on such Guaranteed Obligations then due and owing (but only to the extent not prohibited by law) and (3) all other monetary Guaranteed Obligations ). Each of the Company to the Holders and the Trustee. Holdings and each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Guarantor Subsidiary Guarantors further agrees that, as between ititself, on the one hand, and the Holders and the TrusteeHolders, on the other hand, (x) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 this Indenture for the purposes of Holdings’ or such Guarantor’s the Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Guaranteed Obligations as provided in Article 6Obligations, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Subsidiary Guarantor for the purposes of this SectionGuarantee. Holdings and each Guarantor Each of the Subsidiary Guarantors also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred by the Trustee or any Holder the Holders in enforcing any rights under this SectionSection 10.1.
Appears in 2 contracts
Samples: Indenture (Reliance Steel & Aluminum Co), Reliance Steel (Precision Flamecutting & Steel, Inc.)
Guarantees. Holdings and each Guarantor Each of the Guarantors hereby fully, unconditionally and irrevocably guarantees, jointly and severally, guarantees to each Holder of the Notes and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of, and interest on, the Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture principal of (and premium, if any) and interest on the Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Guarantor Each of the Guarantors further agree agrees (to the extent permitted by law) that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Guarantor it, and that Holdings and such Guarantor will it shall remain bound under this Article 11 X notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each Guarantor Each of the Guarantors waives presentation to, demand of, of payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Holdings and each Guarantor waive Each of the Guarantors waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of Holdings and each Guarantor of the Guarantors hereunder shall not be affected by by: (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person person under this Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; or (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) except as set forth in Section 11.07, any change in the ownership of Holdings or such Guarantorthe Company. Holdings and each Guarantor Each of the Guarantors further agrees that its Guarantee the Guarantees herein constitutes a guarantee constitute guarantees of payment, performance and compliance payment when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right The obligations of payment to the prior payment in full each of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 and 11.07 hereof, the obligations of Holdings and each Guarantor Guarantors hereunder shall not be subject to any reduction, limitation, impairment or termination for any reasonreason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings and each Guarantor of the Guarantors herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner, manner or to any extent, extent vary the risk of such Holdings or such Guarantor each of the Guarantors or would otherwise operate as a discharge of Holdings or such Guarantor the Guarantors as a matter of law or equity. Holdings and each Guarantor Each of the Guarantors further agrees that its Guarantee the Guarantees herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of (and premium, if any) or interest on any Guaranteed Obligation of the Obligations is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Guarantor of the Guarantors by virtue hereof, upon the failure of the Company to pay any of the principal of or interest on any Guaranteed Obligation Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, Holdings and each Guarantor of the Guarantors hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1i) the unpaid amount of such Guaranteed Obligations, Obligations then due and owing and (2ii) accrued and unpaid interest on such Guaranteed Obligations then due and owing (but only to the extent not prohibited by law) and (3) all other monetary Guaranteed Obligations ). Each of the Company to the Holders and the Trustee. Holdings and each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Guarantor Guarantors further agrees that, as between ititself, on the one hand, and the Holders and the TrusteeHolders, on the other hand, (xi) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 this Indenture for the purposes of Holdings’ or such Guarantor’s Guarantee the Guarantees herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, Obligations guaranteed hereby and (yii) in the event of any such declaration of acceleration of such Guaranteed Obligations as provided in Article 6Obligations, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this Sectionthese Guarantees. Holdings and each Guarantor Each of the Guarantors also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred by the Trustee or any Holder the Holders in enforcing any rights under this SectionSection 10.1.
Appears in 2 contracts
Samples: Acuity Brands (Acuity Brands Lighting, Inc.), Indenture (Acuity Brands Inc)
Guarantees. Holdings and each Each Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal ofof (and premium, if any) and interest on, on the Notes Securities when due, whether at maturityStated Maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company Issuer under this Indenture and the Notes Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company Issuer under this Indenture and the Notes Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Each Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Guarantor Guarantor, and that Holdings and such Guarantor will remain bound under this Article 11 Twelve notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each Each Guarantor waives presentation to, demand of, payment from and protest to the Company Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Holdings and each Each Guarantor waive waives notice of any default under the Notes Securities or the Guaranteed Obligations. The obligations of Holdings and each Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company Issuer or any other Person under this Indenture, the Notes Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or of any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) except as set forth in Section 11.07, any change in the ownership of Holdings or such Guarantor. Holdings and each Each Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 705, 706, 912, 1102, 1103, 1203 and 11.07 hereof1208, the obligations of Holdings and each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings and each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes Securities or any other agreement, by any waiver or modification of any terms thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner, manner or to any extent, extent vary the risk of such Holdings or such Guarantor or would otherwise operate as a discharge of Holdings or such Guarantor as a matter of law or equity. Holdings and each Each Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of (or premium, if any) or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company Issuer or otherwise. In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Guarantor by virtue hereof, upon the failure of the Company Issuer to pay the principal of (or premium, if any) or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturityStated Maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, Holdings and each Guarantor hereby promises to and shallwill, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1i) the unpaid amount of such Guaranteed Obligations, (2ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3iii) all other monetary Guaranteed Obligations of the Company Issuer to the Holders and the Trustee. Holdings and each Each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations guaranteed hereby until payment in full in cash of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12Obligations. Holdings and each Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 Five for the purposes of Holdings’ or such Guarantor’s Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed ObligationsObligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6Five, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this SectionSection 1201. Holdings and each Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred by the Trustee or any Holder in enforcing any rights under this SectionSection 1201. No Foreign Restricted Subsidiary shall at any time be required to become a Guarantor. Notwithstanding anything to the contrary contained herein (but subject to the following paragraph), if a Person is required to become a Guarantor pursuant to this Indenture, none of the Issuer or any Subsidiary shall be required to submit any application or filing or otherwise take any action to obtain any authorization or consent of any federal or state Governmental Authority required in order to cause such Person to become a Guarantor (and the requirement to provide such a Guarantee shall be tolled), in each case, to the extent an authorization or consent of such federal or state Governmental Authority is determined by CenturyLink, Level 3 Parent or the Issuer to be sought in respect of any Material Transaction or any financing relating thereto and has not yet been obtained; provided that at the time such federal or state Governmental Authority has approved such Material Transaction, the application, filing or other action to obtain any such authorization or consent of any federal or state Governmental Authority required in order to cause any Person to become a Guarantor shall promptly be made. Notwithstanding anything to the contrary herein, no Issuer Restricted Subsidiary shall Guarantee any of the Existing Notes, unless such Issuer Restricted Subsidiary is or becomes a Guarantor on the date on which such other guarantee is Incurred, which Guarantee will be pari passu with such Issuer Restricted Subsidiary’s guarantee of such Existing Notes and shall remain in effect for so long as such Issuer Restricted Subsidiary guarantees any Existing Notes.
Appears in 2 contracts
Samples: Indenture (Level 3 Parent, LLC), Agreement (Level 3 Parent, LLC)
Guarantees. Holdings and each Each Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of, of and interest on, on the Notes when due, whether at maturity, maturity or by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Each Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Guarantor and that Holdings and such Guarantor will remain bound under this Article 11 12 notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each Each Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Holdings and each Each Guarantor waive waives notice of any default Default under the Notes or the Guaranteed Obligations. The obligations of Holdings and each Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) except as set forth in Section 11.0712.06, any change in the ownership of Holdings or such Guarantor. Holdings and each Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Each Guarantee is, to the extent and in the manner set forth in Article 12 13 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, Guarantor and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 and 11.07 hereof, the obligations of Holdings and each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings and each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner, or to any extent, vary the risk of such Holdings or such Guarantor or would otherwise operate as a discharge of Holdings or such Guarantor as a matter of law or equity. Holdings and each Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing, and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, Holdings and each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1) the unpaid amount of such Guaranteed Obligations, (2) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. Holdings and each Each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 1213. Holdings and each Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations may be accelerated as provided in Article 6 for the purposes of Holdings’ or such Guarantor’s Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this Section. Holdings and each Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred by the Trustee or any Holder in enforcing any rights under this Section.
Appears in 2 contracts
Samples: Jarden Corp, Jarden Corp
Guarantees. Holdings and each Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of, of and interest on, on the Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Notes securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed "Obligations”"). Holdings and each Each Subsidiary Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Subsidiary Guarantor and that Holdings and such Subsidiary Guarantor will remain bound under this Article 11 notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Holdings and each Each Subsidiary Guarantor waive waives notice of any default under the Notes or the Guaranteed Obligations. The obligations Obligations of Holdings and each Subsidiary Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) except as set forth in Section 11.07, any change in the ownership of Holdings or such Guarantorthe Company. Holdings and each Each Subsidiary Guarantor further agrees that its Subsidiary Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 8.1(b), 11.2 and 11.07 hereof11.6, the obligations Obligations of Holdings and each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations Obligations of Holdings and each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner, manner or to any extent, extent vary the risk of such Holdings or such Subsidiary Guarantor or would otherwise operate as a discharge of Holdings or such Subsidiary Guarantor as a matter of law or equity. Holdings and each Each Subsidiary Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, Holdings and each Subsidiary Guarantor hereby promises to and shallwill, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1i) the unpaid amount of such Guaranteed Obligations, (2ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3iii) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. Holdings and each Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Obligations Guaranteed Obligations hereby may be accelerated as provided in Article 6 for the purposes of Holdings’ or such Subsidiary Guarantor’s 's Subsidiary Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed ObligationsObligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Subsidiary Guarantor for the purposes of this Section. Holdings and each Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ , fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section.
Appears in 2 contracts
Samples: Planet Hollywood International Inc, Planet Hollywood International Inc
Guarantees. Holdings and each Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of, of and interest on, on the Notes Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations Obligations of the Company to the Holders and the Trustee under this Indenture and the Notes Securities (including any Additional Securities issued in compliance with this Indenture) and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Each Subsidiary Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, or increased pursuant to the issuance of Additional Securities, in each case without notice or further assent from Holdings or such Subsidiary Guarantor and that Holdings and such Subsidiary Guarantor will remain bound under this Article 11 10 notwithstanding any extension or renewal of any Guaranteed ObligationObligation or any such increase. Holdings and each Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Holdings and each Each Subsidiary Guarantor waive waives notice of any default under the Notes Securities or the Guaranteed Obligations. The obligations of Holdings and each Subsidiary Guarantor hereunder shall not be affected by (a1) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any Subsidiary Guarantor) under this Indenture, the Notes Securities or any other agreement or otherwise; (b2) any extension or renewal of any thereof; (c3) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes Securities or any other agreement; (d4) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e5) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f6) except as set forth in Section 11.0710.06, any change in the ownership of Holdings or such Subsidiary Guarantor. Holdings and each Each Subsidiary Guarantor further agrees that its Subsidiary Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment and performance of the Guaranteed Obligations. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 8.01(a), 8.01(b), 10.02 and 11.07 hereof10.06, the obligations of Holdings and each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings and each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner, manner or to any extent, extent vary the risk of such Holdings or such Subsidiary Guarantor or would otherwise operate as a discharge of Holdings or such Subsidiary Guarantor as a matter of law or equity. Holdings and each Each Subsidiary Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, Holdings and each Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1A) the unpaid amount of such Guaranteed Obligations, (2B) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3C) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. Holdings and each Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (xi) the maturity of the Guaranteed Obligations hereby may be accelerated as provided in Article 6 for the purposes of Holdings’ or such Subsidiary Guarantor’s Subsidiary Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed ObligationsObligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Subsidiary Guarantor for the purposes of this Section. Holdings and each Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred by the Trustee or any Holder in enforcing any rights under this Section.
Appears in 2 contracts
Samples: Indenture (U.S. Concrete, Inc.), Indenture (Us Concrete Inc)
Guarantees. Holdings and each Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of, of and interest on, on the Notes Securities when due, whether at maturity, by acceleration, by redemption redemption, by required repurchase or otherwise, and all other monetary obligations of the Company and the Subsidiary Guarantors under this Indenture and the Notes Securities and of the Subsidiary Guarantors under the Security Agreements and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company and the Subsidiary Guarantors under this Indenture Indenture, the Security Agreements and the Notes Securities (all the foregoing being hereinafter collectively called the “Guaranteed "Obligations”"). Holdings and each Each Subsidiary Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Subsidiary Guarantor and that Holdings and such Subsidiary Guarantor will remain bound under this Article 11 10 notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Holdings and each Each Subsidiary Guarantor waive waives notice of any default under the Notes Securities or the Guaranteed Obligations. The obligations of Holdings and each Subsidiary Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Notes Security Agreements, the Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes Security Agreements, the Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) except as set forth in subject to Section 11.0710.06, any change in the ownership of Holdings or such Subsidiary Guarantor. Holdings and each Each Subsidiary Guarantor further agrees that its Subsidiary Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 8.01(b), 10.02 and 11.07 hereof10.06, the obligations of Holdings and each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings and each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes Security Agreements, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner, manner or to any extent, extent vary the risk of such Holdings or such Subsidiary Guarantor or would otherwise operate as a discharge of Holdings or such Subsidiary Guarantor as a matter of law or equity. Holdings and each Each Subsidiary Guarantor further agrees that its Subsidiary Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, Holdings and each Subsidiary Guarantor hereby promises to and shallwill, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1i) the unpaid amount of such Guaranteed Obligations, (2ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3iii) all other monetary Guaranteed Obligations of the Company or the Subsidiary Guarantors to the Holders and the Trustee. Holdings and each Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of Holdings’ or such Subsidiary Guarantor’s 's Subsidiary Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed ObligationsObligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Subsidiary Guarantor for the purposes of this Section. Holdings and each Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses' fees) incurred by the Trustee or any Holder in enforcing any rights under this Section.
Appears in 2 contracts
Samples: Hallandale Commercial Corp., Indenture (Up Offshore (Holdings) Ltd.)
Guarantees. Holdings and each Each Note Guarantor listed below hereby fully, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, jointly and severallyseverally with each other Note Guarantor, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of, and interest on, the Notes when due, whether at maturity, by acceleration, by redemption or otherwise, of principal and all interest and other monetary obligations Guaranteed Obligations with respect to the Company's $120,000,000 principal amount of 9-7/8% Senior Notes due 2012 in accordance with the Company under this Indenture and terms set forth in the Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”)Indenture. Holdings and each Each Note Guarantor further agree agrees (to the extent permitted by law) that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Guarantor it, and that Holdings and such Guarantor it will remain bound under this Article 11 Guarantee notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings Each Note Guarantor hereby agrees to pay, in addition to the amounts stated above, any and each all expenses (including reasonable counsel fees and expenses) incurred by the Trustee or the Holders in enforcing any rights under any Note Guarantee. Each Note Guarantor waives presentation to, demand of, of payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Holdings and each Each Note Guarantor waive waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of Holdings and each Note Guarantor hereunder shall not be affected by (ai) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this the Indenture, the Notes or any other agreement or otherwise; (bii) any extension or renewal of any thereof; (ciii) any rescission, waiver, amendment or modification of any of the terms or provisions of this the Indenture, the Notes or any other agreement; (div) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (ev) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the ObligationsNote Guarantor; or (fvi) except as set forth in Section 11.07, any change in the ownership of Holdings or such Guarantorthe Company. Holdings and each Each Note Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment, performance and compliance payment when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 and 11.07 hereof, the obligations of Holdings and each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings and each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner, or to any extent, vary the risk of such Holdings or such Guarantor or would otherwise operate as a discharge of Holdings or such Guarantor as a matter of law or equity. Holdings and each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, at any time, payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing, and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, Holdings and each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1) the unpaid amount of such Guaranteed Obligations, (2) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. Holdings and each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations may be accelerated as provided in Article 6 for the purposes of Holdings’ or such Guarantor’s Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this Section. Holdings and each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section.
Appears in 2 contracts
Guarantees. Holdings Each Guarantor (other than the QC Guarantors, who provide a guarantee of collection only and each Guarantor not a guarantee of performance or payment) hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal ofof (and premium, if any) and interest on, on the Notes when due, whether at maturityStated Maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company Issuer under this Indenture and the Notes Note Documents and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company Issuer under this Indenture and the Notes Note Documents (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Each Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Guarantor Guarantor, and that Holdings and such Guarantor will remain bound under this Article 11 12 notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each Each Guarantor waives presentation to, demand of, payment from and protest to the Company Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Holdings and each Each Guarantor waive waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of Holdings and each Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company Issuer or any other Person person under this Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or of any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor Guarantor of the Obligations; or (f) except as set forth in Section 11.07, any change in the ownership of Holdings or such Guarantor. Holdings and each Each Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 7.05, 7.06, 9.14, 11.02, 11.03, 12.03 and 11.07 hereof12.08, the obligations of Holdings and each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Guarantee of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings and each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any terms thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner, manner or to any extent, extent vary the risk of such Holdings or such Guarantor or would otherwise operate as a discharge of Holdings or such Guarantor as a matter of law or equity. Holdings and each Each Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of (or premium, if any) or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company Issuer or otherwise. In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Guarantor by virtue hereof, upon the failure of the Company Issuer to pay the principal of (or premium, if any) or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturityStated Maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, Holdings and each Guarantor hereby promises to and shallwill, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1i) the unpaid amount of such Guaranteed Obligations, (2ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3iii) all other monetary Guaranteed Obligations of the Company Issuer to the Holders and the Trustee. Holdings and each Each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations guaranteed hereby until payment in full in cash of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12Obligations. Holdings and each Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 5 for the purposes of Holdings’ or such Guarantor’s Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed ObligationsObligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 65, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this SectionSection 12.01. Holdings and each Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred by the Trustee or any Holder in enforcing any rights under this Section.Section 12.01. The Issuer shall cause each of its direct and indirect Subsidiaries that is not an Excluded Subsidiary and that guarantees or becomes a borrower under any First Lien Obligations to execute and deliver to the Trustee, within 30 days of such event (which such period will be automatically extended in 30 day increments so long as the Issuer uses commercially reasonable efforts), a supplemental indenture substantially in the form of Exhibit B hereto pursuant to which such Subsidiary will guarantee the Obligations. For the avoidance of doubt, no Excluded Subsidiary shall be required to guarantee the Obligations, become a party to the Collateral Agreement or any other Collateral Document or create Liens on its assets to secure the Obligations. Notwithstanding anything to the contrary contained herein (but subject to the following paragraph), if a person is required to become a Guarantor pursuant to this Indenture, none of the Issuer or any Subsidiary shall be required to submit any application or filing or otherwise take any action to obtain any authorization or consent of any federal or state Governmental Authority required in order to cause such person to become a Guarantor (and the requirement to provide such a Guarantee shall be tolled), in each case, to the extent an authorization or consent of such federal or state Governmental Authority is determined by the Issuer to be sought in respect of any Material Transaction or any financing relating thereto and has not yet been obtained; provided that (i) such person is not submitting any application or filing or otherwise taking any action to obtain any authorization or consent of any federal or state Governmental Authority required in order to cause such person to Guarantee any First Lien Obligation (other than the Notes) or Junior Lien Obligation and (ii) at the time such federal or state Governmental Authority has approved such Material Transaction, the application, filing or other action to obtain any such authorization or consent of any federal or state Governmental Authority required in order to cause any person to become a Guarantor shall promptly be made. Notwithstanding the foregoing, the guarantee of the QC Guarantors shall be a guarantee of collection only and not a guarantee of performance or payment
Appears in 2 contracts
Samples: Collateral Agreement (Qwest Corp), Collateral Agreement (Qwest Corp)
Guarantees. Holdings and each Guarantor Each of the Guarantors hereby fully unconditionally and irrevocably guarantees, jointly and severally, as primary obligor and not merely as surety, to each Holder of the Notes and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of, and interest on, the Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture principal of (and premium, if any) and interest, if any, on the Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company Issuers under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Note Obligations”)) to the Trustee and to the Holders. Holdings and each Guarantor Each of the Guarantors further agree agrees (to the extent permitted by law) that the Guaranteed Note Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Guarantor it, and that Holdings and such Guarantor will it shall remain bound under this Article 11 X notwithstanding any extension or renewal of any Guaranteed Note Obligation. Holdings and each Guarantor Each of the Guarantors waives presentation to, demand of, of payment from and protest to the Company Issuers of any of the Guaranteed Note Obligations and also waives notice of protest for nonpayment. Holdings and each Guarantor waive Each of the Guarantors waives notice of any default under the Notes or the Guaranteed Note Obligations. The obligations of Holdings and each Guarantor of the Guarantors hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company Issuers or any other Person under this Indenture, the Notes or any other agreement or otherwise; , (b) any extension or renewal of any thereof; , (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; , (d) the release of any security held by any Holder or the Trustee for the Guaranteed Note Obligations or any of them; them or (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) except as set forth in Section 11.07, any change in the ownership of Holdings or such Guarantorthe Company. Holdings and each Guarantor Each of the Guarantors further agrees that its Guarantee herein constitutes a guarantee of payment, performance and compliance payment when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Note Obligations. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right The obligations of payment to the prior payment in full each of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 and 11.07 hereof, the obligations of Holdings and each Guarantor Guarantors hereunder shall not be subject to any reduction, limitation, impairment or termination for any reasonreason (other than payment of the Note Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Note Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings and each Guarantor of the Guarantors herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations Note Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner, manner or to any extent, extent vary the risk of such Holdings or such Guarantor each of the Guarantors or would otherwise operate as a discharge of Holdings or such Guarantor the Guarantors as a matter of law or equity. Holdings and each Guarantor Each of the Guarantors further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of of, premium, if any, or interest interest, if any, on any Guaranteed Obligation of the Note Obligations is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company an Issuer or otherwise. In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Guarantor of the Guarantors by virtue hereof, upon the failure of the Company Issuers to pay any of the principal of or interest on any Guaranteed Obligation Note Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, Holdings and each Guarantor of the Guarantors hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1i) the unpaid amount of such Guaranteed Obligations, Note Obligations then due and owing and (2ii) accrued and unpaid interest on such Guaranteed Note Obligations then due and owing (but only to the extent not prohibited by law) and (3) all other monetary Guaranteed Obligations ). Each of the Company to the Holders and the Trustee. Holdings and each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Guarantor Guarantors further agrees that, as between ititself, on the one hand, and the Holders and the TrusteeHolders, on the other hand, (x) the maturity of the Guaranteed Note Obligations guaranteed hereby may be accelerated as provided in Article 6 this Indenture for the purposes of Holdings’ or such Guarantor’s its Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, Note Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Guaranteed Obligations as provided in Article 6Note Obligations, such Guaranteed Note Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this SectionGuarantee. Holdings and each Guarantor Each of the Guarantors also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder the Holders in enforcing any rights under this SectionSection 10.1.
Appears in 2 contracts
Samples: Indenture (Hess Midstream Partners LP), Indenture (Hess Midstream LP)
Guarantees. Holdings and each Each Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of, of and interest on, on the Notes Securities when due, whether at maturity, by acceleration, by redemption redemption, by required repurchase or otherwise, and all other monetary obligations of the Company and the other Guarantors under this Indenture and the Notes Securities and of the Owners under the Security Agreements and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company and the other Guarantors under this Indenture Indenture, the Security Agreements and the Notes Securities (all the foregoing being hereinafter collectively called the “Guaranteed "Obligations”"). Holdings and each Each Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Guarantor and that Holdings and such Guarantor will remain bound under this Article 11 10 notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each Each Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Holdings and each Each Guarantor waive waives notice of any default under the Notes Securities or the Guaranteed Obligations. The obligations of Holdings and each Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Notes Security Agreements, the Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes Security Agreements, the Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) except as set forth in subject to Section 11.0710.06, any change in the ownership of Holdings or such Guarantor. Holdings and each Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 8.01(b), 10.02 and 11.07 hereof10.06, the obligations of Holdings and each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings and each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes Security Agreements, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner, manner or to any extent, extent vary the risk of such Holdings or such Guarantor or would otherwise operate as a discharge of Holdings or such Guarantor as a matter of law or equity. Holdings and each Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, Holdings and each Guarantor hereby promises to and shallwill, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1i) the unpaid amount of such Guaranteed Obligations, (2ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3iii) all other monetary Guaranteed Obligations of the Company or the Guarantors to the Holders and the Trustee. Holdings and each Each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of Holdings’ or such Guarantor’s 's Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed ObligationsObligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this Section. Holdings and each Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses' fees) incurred by the Trustee or any Holder in enforcing any rights under this Section.
Appears in 2 contracts
Samples: Navigator Gas Iom I-E LTD, Navigator Gas Iom I-E LTD
Guarantees. Holdings and each Each Guarantor hereby fully, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, jointly and severallyseverally with each other Guarantor, to each Holder of the Securities and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of, and interest on, the Notes when due, whether at maturity, by acceleration, by redemption redemption, by repurchase, or otherwise, and all other monetary obligations of the Company under this Indenture principal of, premium, if any, and interest on the Notes Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed "Obligations”"). Holdings and each Each Guarantor further agree agrees (to the extent permitted by law) that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Guarantor it, and that Holdings and such Guarantor it will remain bound under this Article 11 10 notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each Each Guarantor waives presentation to, demand of, of payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Holdings and each Each Guarantor waive waives notice of any default under the Notes Securities or the Guaranteed Obligations. The obligations of Holdings and each Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person person under this Indenture, the Notes Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the ObligationsGuarantor; or (f) except as set forth in Section 11.07, any change in the ownership of Holdings or such Guarantorthe Company. Holdings and each Each Guarantor further agrees that its Guarantee herein constitutes a guarantee Guarantee of payment, performance and compliance payment when due (and not a guarantee Guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 and 11.07 hereof, the The obligations of Holdings and each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reasonreason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings and each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner, manner or to any extent, extent vary the risk of such Holdings or such any Guarantor or would otherwise operate as a discharge of Holdings or such Guarantor as a matter of law or equity. Holdings and each Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation of the Obligations is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Guarantor by virtue hereof, upon the failure of the Company to pay any of the principal of or interest on any Guaranteed Obligation Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption redemption, by repurchase or otherwise, or to perform or comply with any other Guaranteed Obligation, Holdings and each Guarantor hereby promises to and shallwill, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1i) the unpaid amount of such Guaranteed Obligations, Obligations then due and owing and (2ii) accrued and unpaid interest on such Guaranteed Obligations then due and owing (but only to the extent not prohibited by law) and (3) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee). Holdings and each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Each Guarantor further agrees that, as between itsuch Guarantor, on the one hand, and the Holders and the TrusteeHolders, on the other hand, (x) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 this Indenture for the purposes of Holdings’ or such Guarantor’s its Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Guaranteed Obligations as provided in Article 6Obligations, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such the Guarantor for the purposes of this SectionGuarantee. Holdings and each Each Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees and expenses' fees) incurred by the Trustee or any Holder the Holders in enforcing any rights under this Section.
Appears in 2 contracts
Samples: Reynolds R J Tobacco Co, RJR Acquisition Corp
Guarantees. Holdings and each Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to Holder, the Trustee and the Collateral Agent and its successors and assigns (a) the full and punctual payment of principal of, of and interest on, on the Notes Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Notes Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Each Subsidiary Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Subsidiary Guarantor and that Holdings and such Subsidiary Guarantor will remain bound under this Article 11 10 notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Holdings and each Each Subsidiary Guarantor waive waives notice of any default under the Notes Securities or the Guaranteed Obligations. The obligations of Holdings and each Subsidiary Guarantor hereunder shall not be affected by (a1) the failure of any Holder or the Trustee or the Collateral Agent to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any Subsidiary Guarantor) under this Indenture, any of the Notes Note Documents or any other agreement or otherwise; (b2) any extension or renewal of any thereofNote Document; (c3) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes Note Documents or any other agreement; (d4) the release of any security held by any Holder Holder, the Trustee or the Trustee Collateral Agent for the Guaranteed Obligations or any of them; (e5) the failure of any Holder Holder, or the Trustee and Collateral Agent to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f6) except except, as set forth in Section 11.0710.06, any change in the ownership of Holdings or such Subsidiary Guarantor. Holdings and each Each Subsidiary Guarantor further agrees that its Subsidiary Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 and 11.07 hereof8.01(b), 10.02 or 10.06, the obligations of Holdings and each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings and each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner, manner or to any extent, extent vary the risk of such Holdings or such Subsidiary Guarantor or would otherwise operate as a discharge of Holdings or such Subsidiary Guarantor as a matter of law or equity. Holdings and each Each Subsidiary Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, Holdings and each Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders Holders, the Trustee or the Trustee Collateral Agent, as applicable, an amount equal to the sum of (1A) the unpaid amount of such Guaranteed Obligations, (2B) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3C) all other monetary Guaranteed Obligations of the Company to the Holders and Holders, the TrusteeTrustee or the Collateral Agent. Holdings and each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Each Subsidiary Guarantor further agrees that, as between it, on the one hand, and the Holders Holders, the Trustee and the TrusteeCollateral Agent, on the other hand, (xi) the maturity of the Guaranteed Obligations hereby may be accelerated as provided in Article 6 for the purposes of Holdings’ or such Subsidiary Guarantor’s Subsidiary Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed ObligationsObligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Subsidiary Guarantor for the purposes of this Section. Holdings and each Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred Incurred by the Trustee Trustee, the Collateral Agent or any Holder in enforcing any rights under this Section.
Appears in 2 contracts
Samples: Indenture (Petroquest Energy Inc), Indenture (PetroQuest Energy, L.L.C.)
Guarantees. Holdings and each If Securities of or within a series are specified, as contemplated by Section 3.01, to be guaranteed by any Subsidiary Guarantor, then such Subsidiary Guarantor hereby fully unconditionally and irrevocably guarantees, jointly and severally, as primary obligor and not merely as surety, to each Holder of any such Security and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of, and interest on, the Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture principal of (and the Notes premium, if any) and (b) the full interest, if any, on any such Security and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes any such Security (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”)) to the Trustee and to the Holders. Holdings and each Guarantor Each of the Subsidiary Guarantors further agree agrees (to the extent permitted by law) that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Guarantor it, and that Holdings and such Guarantor will it shall remain bound under this Article 11 Thirteen notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each Guarantor Each of the Subsidiary Guarantors waives presentation to, demand of, of payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Holdings and each Guarantor waive Each of the Subsidiary Guarantors waives notice of any default under the Notes any such Security or the Guaranteed Obligations. The obligations of Holdings and each Guarantor of the Subsidiary Guarantors hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person person under this Indenture, the Notes any such Security or any other agreement or otherwise; , (b) any extension or renewal of any thereof; , (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes Securities or any other agreement; , (d) the release of any security held by any Holder of any such Security or the Trustee for the Guaranteed Obligations or any of them; them or (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) except as set forth in Section 11.07, any change in the ownership of Holdings or such Guarantorthe Company. Holdings and each Guarantor Each of the Subsidiary Guarantors further agrees that its Guarantee herein constitutes a guarantee of payment, performance and compliance payment when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee of any such Security to any security held for payment of the Guaranteed Obligations. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right The obligations of payment to the prior payment in full each of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 and 11.07 hereof, the obligations of Holdings and each Guarantor Subsidiary Guarantors hereunder shall not be subject to any reduction, limitation, impairment or termination for any reasonreason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings and each Guarantor of the Subsidiary Guarantors herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee of any such Security to assert any claim or demand or to enforce any remedy under this Indenture, the Notes any such Security or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner, manner or to any extent, extent vary the risk of such Holdings or such Guarantor each of the Subsidiary Guarantors or would otherwise operate as a discharge of Holdings or such Guarantor the Subsidiary Guarantors as a matter of law or equity. Holdings and each Guarantor Each of the Subsidiary Guarantors further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of of, premium, if any, or interest interest, if any, on any Guaranteed Obligation of the Obligations is rescinded or must otherwise be restored by any Holder or the Trustee of any such Security upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder or the Trustee of any such Security has at law or in equity against Holdings or any Guarantor of the Subsidiary Guarantors by virtue hereof, upon the failure of the Company to pay any of the principal of or interest on any Guaranteed Obligation Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, Holdings and each Guarantor of the Subsidiary Guarantors hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee of any such Security an amount equal to the sum of (1i) the unpaid amount of such Guaranteed Obligations, Obligations then due and owing and (2ii) accrued and unpaid interest on such Guaranteed Obligations then due and owing (but only to the extent not prohibited by law) and (3) all other monetary Guaranteed Obligations ). Each of the Company to the Holders and the Trustee. Holdings and each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Guarantor Subsidiary Guarantors further agrees that, as between ititself, on the one hand, and the Holders and the Trusteeof any such Security, on the other hand, (x) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 this Indenture for the purposes of Holdings’ or such Guarantor’s its Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Guaranteed Obligations as provided in Article 6Obligations, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Subsidiary Guarantor for the purposes of this SectionGuarantee. Holdings and each Guarantor Each of the Subsidiary Guarantors also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred by the Trustee or any Holder the Holders in enforcing any rights under this SectionSection 13.01.
Appears in 2 contracts
Samples: Indenture (Hotels.com GP, LLC), Expedia, Inc.
Guarantees. Holdings and each Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder Holder, the Trustee and to the Collateral Trustee and its successors and assigns (a) the full and punctual payment of principal of, of and interest onand Additional Interest, if any, on the Notes Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Notes Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Each Subsidiary Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Subsidiary Guarantor and that Holdings and such Subsidiary Guarantor will remain bound under this Article 11 10 notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Holdings and each Each Subsidiary Guarantor waive waives notice of any default under the Notes Securities or the Guaranteed Obligations. The obligations of Holdings and each Subsidiary Guarantor hereunder shall not be affected by (a1) the failure of any Holder or the Trustee or the Collateral Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any Subsidiary Guarantor) under this Indenture, any of the Notes Note Documents or any other agreement or otherwise; (b2) any extension or renewal of any thereofNote Document; (c3) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes Note Documents or any other agreement; (d4) the release of any security held by any Holder Holder, the Trustee or the Collateral Trustee for the Guaranteed Obligations or any of them; (e5) the failure of any Holder Holder, the Trustee or the Collateral Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f6) except as set forth in Section 11.0710.06, any change in the ownership of Holdings or such Subsidiary Guarantor. Holdings and each Each Subsidiary Guarantor further agrees that its Subsidiary Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 8.01(b), 10.02 and 11.07 hereof10.06, the obligations of Holdings and each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings and each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner, manner or to any extent, extent vary the risk of such Holdings or such Subsidiary Guarantor or would otherwise operate as a discharge of Holdings or such Subsidiary Guarantor as a matter of law or equity. Holdings and each Each Subsidiary Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of or interest or Additional Interest, if any, on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest or Additional Interest, if any, on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, Holdings and each Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders Holders, the Trustee or the Collateral Trustee an amount equal to the sum of (1A) the unpaid amount of such Guaranteed Obligations, (2B) accrued and unpaid interest and Additional Interest, if any, on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3C) all other monetary Guaranteed Obligations of the Company to the Holders Holders, the Trustee and the Collateral Trustee. Holdings and each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Each Subsidiary Guarantor further agrees that, as between it, on the one hand, and the Holders Holders, the Trustee and the Collateral Trustee, on the other hand, (xi) the maturity of the Guaranteed Obligations hereby may be accelerated as provided in Article 6 for the purposes of Holdings’ or such Subsidiary Guarantor’s Subsidiary Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed ObligationsObligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Subsidiary Guarantor for the purposes of this Section. Holdings and each Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred Incurred by the Trustee, the Collateral Trustee or any Holder in enforcing any rights under this Section.
Appears in 2 contracts
Samples: Indenture (Petroquest Energy Inc), Indenture (Petroquest Energy Inc)
Guarantees. Holdings and each Each Guarantor of Securities hereby unconditionally and irrevocably guarantees, jointly and severally, on a senior basis to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of, of and interest on, on the Notes Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and with respect to the Notes Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and with respect to the Notes Securities (all the foregoing foregoing, being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Each Guarantor of Securities further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Guarantor and that Holdings and such Guarantor will remain bound under this Article 11 notwithstanding any extension or renewal of any Guaranteed Obligationobligation. Holdings and each Each Guarantor of Securities waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Holdings and each Each Guarantor waive of Securities waives notice of any default under the Notes Securities or the Guaranteed Obligations. The obligations of Holdings and each Guarantor hereunder of Securities shall not be affected by (a1) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any Guarantor) under this Indenture, Indenture with respect to the Notes Securities or any other agreement or otherwise; (b2) any extension or renewal of any thereof; (c3) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, Indenture with respect to the Notes Securities or any other agreement; (d4) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e5) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f6) except as set forth in Section 11.0711.06, any change in the ownership of Holdings or such Guarantor. Holdings and each Each Guarantor of Securities further agrees that its Securities Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security Security held for payment of the Guaranteed Obligations. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 9.01, 11.02 and 11.07 hereof11.06, the obligations of Holdings and each Guarantor of Securities hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings and each Guarantor of Securities herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, Indenture with respect to the Notes Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner, manner or to any extent, extent vary the risk of such Holdings or such Guarantor or would otherwise operate as a discharge of Holdings or such Guarantor as a matter of law or equity. Holdings and each Each Guarantor of Securities further agrees that its Securities Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder of Securities or the Trustee has at law or in equity against Holdings or any Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, Holdings and each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1A) the unpaid amount of such Guaranteed Obligations, (2B) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3C) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. Holdings and each Each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Guarantor further Securities agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (xi) the maturity of the Guaranteed Obligations hereby may be accelerated as provided in Article 6 for the purposes of Holdings’ or such Guarantor’s Securities Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed ObligationsObligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this SectionSection 11.01. Holdings and each 77 Each Guarantor of Securities also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred by the Trustee or any Holder in enforcing any rights under this SectionSection 11.01.
Appears in 2 contracts
Samples: Receivables Pledge Agreement (Transocean Ltd.), Account Pledge Agreement (Transocean Ltd.)
Guarantees. Holdings and each Each Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal ofof (and premium, if any) and interest on, on the Notes Securities when due, whether at maturityStated Maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company Issuer under this Indenture and the Notes Note Documents and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company Issuer under this Indenture and the Notes Note Documents (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Each Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Guarantor Guarantor, and that Holdings and such Guarantor will remain bound under this Article 11 Twelve notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each Each Guarantor waives presentation to, demand of, payment from and protest to the Company Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Holdings and each Each Guarantor waive waives notice of any default under the Notes Securities or the Guaranteed Obligations. The obligations of Holdings and each Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company Issuer or any other Person under this Indenture, the Notes Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or of any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) except as set forth in Section 11.07, any change in the ownership of Holdings or such Guarantor. Holdings and each Each Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 705, 706, 914, 1102, 1103, 1203 and 11.07 hereof1208, the obligations of Holdings and each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings and each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes Securities or any other agreement, by any waiver or modification of any terms thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner, manner or to any extent, extent vary the risk of such Holdings or such Guarantor or would otherwise operate as a discharge of Holdings or such Guarantor as a matter of law or equity. Holdings and each Each Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of (or premium, if any) or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company Issuer or otherwise. In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Guarantor by virtue hereof, upon the failure of the Company Issuer to pay the principal of (or premium, if any) or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturityStated Maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, Holdings and each Guarantor hereby promises to and shallwill, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1i) the unpaid amount of such Guaranteed Obligations, (2ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3iii) all other monetary Guaranteed Obligations of the Company Issuer to the Holders and the Trustee. Holdings and each Each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations guaranteed hereby until payment in full in cash of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12Obligations. Holdings and each Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 Five for the purposes of Holdings’ or such Guarantor’s Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed ObligationsObligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6Five, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this SectionSection 1201. Holdings and each Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred by the Trustee or any Holder in enforcing any rights under this SectionSection 1201. Notwithstanding anything to the contrary contained herein (but subject to the following paragraph), if a Person is required to become a Guarantor pursuant to this Indenture, none of the Issuer or any Subsidiary shall be required to submit any application or filing or otherwise take any action to obtain any authorization or consent of any Federal or State Governmental Authority required in order to cause such Person to become a Guarantor (and the requirement to provide such a Guarantee shall be tolled), in each case, to the extent an authorization or consent of such Federal or State Governmental Authority is determined by CenturyLink, Level 3 Parent or the Issuer to be sought in respect of any Material Transaction or any financing relating thereto and has not yet been obtained; provided that (i) such Person is not submitting any application or filing or otherwise taking any action to obtain any authorization or consent of any Federal or State Governmental Authority required in order to cause such Person to Guarantee any First Lien Obligation (other than the Securities) and (ii) at the time such Federal or State Governmental Authority has approved such Material Transaction, the application, filing or other action to obtain any such authorization or consent of any Federal or State Governmental Authority required in order to cause any Person to become a Guarantor shall promptly be made. Subject in the case of a Regulated Subsidiary to the receipt of such authorizations and consents of Federal and State Governmental Authorities as are required in order for such Regulated Subsidiary to guarantee the Securities and pledge Collateral to secure such Guarantee, notwithstanding anything to the contrary herein, no Issuer Restricted Subsidiary shall Guarantee any of the Existing Notes or any First Lien Obligations (other than the Securities), unless such Issuer Restricted Subsidiary (i) is or becomes a Guarantor on the date on which such other Guarantee is Incurred, which Guarantee will be pari passu in right of payment with such Issuer Restricted Subsidiary’s Guarantee of such Existing Notes or First Lien Obligations (other than the Securities) and shall remain in effect for so long as such Issuer Restricted Subsidiary guarantees any Existing Notes or any First Lien Obligation (other than the Securities) and (ii) executes and delivers to the Trustee, substantially concurrently therewith, a supplement or joinder to, and as applicable, an amendment, restatement, supplement or other modification of, the Note Collateral Documents and takes all actions required thereunder to perfect the Liens created thereunder.
Appears in 2 contracts
Samples: Indenture (Level 3 Parent, LLC), Indenture (Level 3 Parent, LLC)
Guarantees. Holdings From and after the Escrow Release Date, each Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of, of and interest on, on the Notes Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Notes Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Each Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Guarantor and that Holdings and such Guarantor will remain bound under this Article 11 10 notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each Each Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Holdings and each Each Guarantor waive waives notice of any default under the Notes Securities or the Guaranteed Obligations. The obligations of Holdings and each Guarantor hereunder shall not be affected by (a1) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any Guarantor) under this Indenture, the Notes Securities or any other agreement or otherwise; (b2) any extension or renewal of any thereof; (c3) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes Securities or any other agreement; (d4) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e5) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f6) except as set forth in Section 11.0710.07, any change in the ownership of Holdings or such Guarantor. Holdings and each Each Guarantor further agrees that its Security Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 8.01(b), 10.02 and 11.07 hereof10.07, the obligations of Holdings and each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings and each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner, manner or to any extent, extent vary the risk of such Holdings or such Guarantor or would otherwise operate as a discharge of Holdings or such Guarantor as a matter of law or equity. Holdings and each Each Guarantor further agrees that its Security Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, Holdings and each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1A) the unpaid amount of such Guaranteed Obligations, (2B) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3C) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. Holdings and each Each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (xi) the maturity of the Guaranteed Obligations hereby may be accelerated as provided in Article 6 for the purposes of Holdings’ or such Guarantor’s Security Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed ObligationsObligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this Section. Holdings and each Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred by the Trustee or any Holder in enforcing any rights under this Section.
Appears in 1 contract
Samples: William Lyon Homes
Guarantees. Holdings Each Guarantor party hereto unconditionally guarantees, as a primary obligor and each Guarantor hereby unconditionally and irrevocably guaranteesnot merely as a surety, jointly and severallyseverally with each other Guarantor party hereto, to each Holder and to the Trustee and its successors and assigns (a) the full due and punctual payment of the principal of, of and interest onon the Term Loans and of all other Obligations, the Notes when and as due, whether at maturity, by acceleration, by redemption notice or prepayment or otherwise, and all other monetary obligations of the Company under this Indenture and the Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Each Guarantor party hereto further agree agrees that the Guaranteed Obligations may be extended or and renewed, in whole or in part, without notice to or further assent from Holdings or such Guarantor it, and that Holdings and such Guarantor it will remain bound under this Article 11 upon its guarantee notwithstanding any extension or renewal of any Guaranteed ObligationObligations. Holdings and To the fullest extent permitted by law, each Guarantor party hereto waives presentation presentment to, demand of, of payment from and protest to the Company Borrower or any other Person of any of the Guaranteed Obligations Obligations, and also waives notice of acceptance of its guarantee and notice of protest for nonpayment. Holdings and each Guarantor waive notice of any default under To the Notes or fullest extent permitted by law, the Guaranteed Obligations. The obligations of Holdings and each a Guarantor party hereto hereunder shall not be affected by (a) the failure of the Agent or any Holder or the Trustee Lender to assert any claim or demand or to enforce any right or remedy against the Company Borrower or any other Person Guarantor under the provisions of this Indenture, the Notes Agreement or any of the other agreement Loan Documents or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this IndentureAgreement, any of the Notes other Loan Documents, any guarantee or any other agreement; (dc) the release of any security held by the Agent or any Holder or the Trustee Lender for the Guaranteed Obligations or any of them; or (ed) the failure of the Agent or any Holder or the Trustee Lender to exercise any right or remedy against any other guarantor Guarantor of the Obligations; or (f) except as set forth in Section 11.07, any change in the ownership of Holdings or such Guarantor. Holdings and each Each Guarantor party hereto further agrees that its Guarantee herein guarantee constitutes a guarantee of payment, performance and compliance payment when due (and not a guarantee of collection) , and waives any right to require that any resort be had by 122 the Agent or any Holder or the Trustee Lender to any security (if any) held for payment of the Guaranteed Obligations. Each Guarantee is, Obligations or to any balance of any deposit account or credit on the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full books of the principal Agent or any Lender in favor of and premium, if any, and interest on all Senior Debt of Holdings the Borrower or such Guarantor, as any other Person. To the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 and 11.07 hereoffullest extent permitted by law, the obligations of Holdings and each Guarantor party hereto hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including including, without limitation, any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of or setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of any of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, to the fullest extent permitted by law, the obligations of Holdings and each Guarantor herein party hereto hereunder shall not be discharged or impaired or otherwise affected by the failure of the Agent or any Holder or the Trustee Lender to assert any claim or demand or to enforce any remedy under this IndentureAgreement or under any other Loan Document, the Notes any guarantee or any other agreement, by any waiver or modification of any provision thereof, by any default, failure or delay, willful or otherwise, in the performance of any of the obligations Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner, manner or to any extent, extent vary the risk of such Holdings or such Guarantor or would otherwise operate as a discharge of Holdings or such Guarantor as a matter of law or equity. Holdings and each Each Guarantor party hereto further agrees that its Guarantee herein guarantee shall remain in full force and effect until the indefeasible payment and satisfaction in full of the Obligations and the termination of the Commitments and shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal or of or interest on any Guaranteed Obligation or of any other Obligation is rescinded or must otherwise be restored returned by the Agent or any Holder or the Trustee Lender upon the bankruptcy or reorganization of the Company Borrower, Guarantor or otherwise. In furtherance of Until the foregoing, and not Obligations are indefeasibly paid in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, Holdings and each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, full in cash, to the Holders or the Trustee an amount equal to the sum of (1) the unpaid amount of such Guaranteed Obligations, (2) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. Holdings and each Guarantor agrees that it shall not be entitled to any right party hereto hereby waives and releases all rights of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations against each Loan Party and its property and all obligations to which the Guaranteed Obligations are subordinated as provided rights of indemnification, contribution and reimbursement from each Loan Party and its property, in Article 12. Holdings each case in connection with this guarantee and each Guarantor further agrees that, as between it, on the one handany payments made hereunder, and the Holders and the Trusteeregardless of whether such rights arise by operation of law, on the other hand, (x) the maturity of the Guaranteed Obligations may be accelerated as provided in Article 6 for the purposes of Holdings’ pursuant to contract or such Guarantor’s Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this Sectionotherwise. Holdings and each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section.123
Appears in 1 contract
Guarantees. Holdings and each Each Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of, of and interest on, on the Notes Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Notes Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Each Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Guarantor and that Holdings and such Guarantor will remain bound under this Article 11 10 notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each Each Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Holdings and each Each Guarantor waive waives notice of any default under the Notes Securities or the Guaranteed Obligations. The obligations of Holdings and each Guarantor hereunder shall not be affected by (a1) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any Guarantor) under this Indenture, the Notes Securities or any other agreement or otherwise; (b2) any extension or renewal of any thereof; (c3) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes Securities or any other agreement; (d4) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e5) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f6) except as set forth in Section 11.0710.07, any change in the ownership of Holdings or such Guarantor. Holdings and each Each Guarantor further agrees that its Security Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 8.01, 10.02 and 11.07 hereof10.07, the obligations of Holdings and each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings and each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner, manner or to any extent, extent vary the risk of such Holdings or such Guarantor or would otherwise operate as a discharge of Holdings or such Guarantor as a matter of law or equity. Holdings and each Each Guarantor further agrees that its Security Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, Holdings and each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1A) the unpaid amount of such Guaranteed Obligations, (2B) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3C) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. Holdings and each Each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (xi) the maturity of the Guaranteed Obligations hereby may be accelerated as provided in Article 6 for the purposes of Holdings’ or such Guarantor’s Security Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed ObligationsObligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this Section. Holdings and each Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred by the Trustee or any Holder in enforcing any rights under this Section.
Appears in 1 contract
Samples: William Lyon Homes
Guarantees. Holdings and each Each Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal ofof (and premium, if any) and interest on, on the Notes Securities when due, whether at maturityStated Maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company Issuer under this Indenture and the Notes Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company Issuer under 106 this Indenture and the Notes Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Each Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Guarantor Guarantor, and that Holdings and such Guarantor will remain bound under this Article 11 Thirteen notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each Each Guarantor waives presentation to, demand of, payment from and protest to the Company Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Holdings and each Each Guarantor waive waives notice of any default under the Notes Securities or the Guaranteed Obligations. The obligations of Holdings and each Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company Issuer or any other Person under this Indenture, the Notes Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) except as set forth in Section 11.07, any change in the ownership of Holdings or such Guarantor. Holdings and each Each Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 805, 806, 1017, 1019, 1202, 1203, 1303 and 11.07 hereof1308, the obligations of Holdings and each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings and each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner, manner or to any extent, extent vary the risk of such Holdings or such Guarantor or would otherwise operate as a discharge of Holdings or such Guarantor as a matter of law or equity. Holdings and each Each Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of (or premium, if any) or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company Issuer or otherwise. In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Guarantor by virtue hereof, upon the failure of the Company Issuer to pay the principal of (or premium, if any) or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturityStated Maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, Holdings and each Guarantor hereby promises to and shallwill, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1i) the unpaid amount of such Guaranteed Obligations, (2ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3iii) all other monetary Guaranteed Obligations of the Company Issuer to the Holders and the Trustee. Holdings and each Each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations guaranteed hereby until payment in full in cash of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12Obligations. Holdings and each Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 Five for the purposes of Holdings’ or such Guarantor’s Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed ObligationsObligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6Five, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this SectionSection 1301. Holdings and each Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred by the Trustee or any Holder in enforcing any rights under this SectionSection 1301.
Appears in 1 contract
Samples: Supplemental Indenture (Level 3 Communications Inc)
Guarantees. Holdings Each Guarantor party hereto unconditionally guarantees, as a primary obligor and each Guarantor hereby unconditionally and irrevocably guaranteesnot merely as a surety, jointly and severallyseverally (solidarily) with each other Guarantor party hereto, to each Holder and to the Trustee and its successors and assigns (a) the full due and punctual payment of the principal of, of and interest onon the Term Loans and of all other Obligations, the Notes when and as due, whether at maturity, by acceleration, by redemption notice or prepayment or otherwise, and all other monetary obligations of the Company under this Indenture and the Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Each Guarantor party hereto further agree agrees that the Guaranteed Obligations may be extended or and renewed, in whole or in part, without notice to or further assent from Holdings or such Guarantor it, and that Holdings and such Guarantor it will remain bound under this Article 11 upon its guarantee notwithstanding any extension or renewal of any Guaranteed ObligationObligations. Holdings and To the fullest extent permitted by law, each Guarantor party hereto waives presentation presentment to, demand of, of payment from and protest to any of the Company Borrowers or any other Person of any of the Guaranteed Obligations Obligations, and also waives notice of acceptance of its guarantee and notice of protest for nonpayment. Holdings and each Guarantor waive notice of any default under To the Notes or fullest extent permitted by law, the Guaranteed Obligations. The obligations of Holdings and each a Guarantor party hereto hereunder shall not be affected by (a) the failure of the Administrative Agent or any Holder or the Trustee Lender to assert any claim or demand or to enforce any right or remedy against the Company any Borrower or any other Person Guarantor under the provisions of this Indenture, the Notes Agreement or any of the other agreement Loan Documents or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this IndentureAgreement, any of the Notes other Loan Documents, any guarantee or any other agreement; (dc) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations Administrative Agent or any Lender for any of themthe Obligations; or (ed) the failure of the Administrative Agent or any Holder or the Trustee Lender to exercise any right or remedy against any other guarantor Guarantor of the Obligations; or (f) except as set forth in Section 11.07, any change in the ownership of Holdings or such Guarantor. Holdings and each Each Guarantor party hereto further agrees that its Guarantee herein guarantee constitutes a guarantee of payment, performance and compliance payment when due (and not a guarantee of collection) , and waives any right to require that any resort be had by the Administrative Agent or any Holder or the Trustee Lender to any security (if any) held for payment of the Guaranteed Obligations. Each Guarantee is, Obligations or to any balance of any deposit account or credit on the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full books of the principal Administrative Agent or any Lender in favor of any Borrower or any other Person, each Guarantor hereby waiving the benefits of division and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as discussion. To the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 and 11.07 hereoffullest extent permitted by law, the obligations of Holdings and each Guarantor party hereto hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including including, without limitation, any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of or setoff, compensation, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of any of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, to the fullest extent permitted by law, the obligations of Holdings and each Guarantor herein party hereto hereunder shall not be discharged or impaired or otherwise affected by the failure of the Administrative Agent or any Holder or the Trustee Lender to assert any claim or demand or to enforce any remedy under this IndentureAgreement or under any other Loan Document, the Notes any guarantee or any other agreement, by any waiver or modification of any provision thereof, by any default, failure or delay, willful or otherwise, in the 72 performance of any of the obligations Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner, manner or to any extent, extent vary the risk of such Holdings or such Guarantor or would otherwise operate as a discharge of Holdings or such Guarantor as a matter of law or equity. Holdings and each Each Guarantor party hereto further agrees that its Guarantee herein guarantee shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal or of or interest on any Guaranteed Obligation or any other Obligations is rescinded or must otherwise be restored returned by the Administrative Agent or any Holder or the Trustee Lender upon the bankruptcy or reorganization of the Company any Borrower or otherwise. In furtherance Each Guarantor hereby acknowledges that the Obligations include, without limitation, any cost or expense which is of the foregoingnature of extra-judicial professional fees payable by the Administrative Agent or any Lender in accordance with any of the Loan Documents for services required by the Administrative Agent or any Lender in order to recover the capital and interest secured by any security interest entered into by any Loan Party or to conserve the property charged thereunder even if such cost or expense cannot be secured by such security interest. Each Guarantor undertakes to indemnify the Administrative Agent and each Lender with respect to all such costs and expenses. Each Guarantor party hereto hereby subordinates to the Obligations all rights of subrogation against each Borrower and its property and all rights of indemnification, contribution and reimbursement from each Borrower and its property, in each case in connection with this guarantee and any payments made hereunder, and not in limitation regardless of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Guarantor whether such rights arise by virtue hereofoperation of law, upon the failure of the Company pursuant to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption contract or otherwise, or to perform or comply with any other Guaranteed Obligation, Holdings and each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1) the unpaid amount of such Guaranteed Obligations, (2) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. Holdings and each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations may be accelerated as provided in Article 6 for the purposes of Holdings’ or such Guarantor’s Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this Section. Holdings and each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section.
Appears in 1 contract
Guarantees. Holdings and Subject to the provisions of this Article X, each Guarantor hereby fully, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, jointly and severallyseverally with each other Guarantor, to each Holder and of the Notes, to the extent lawful, and the Trustee and its successors and assigns (a) the full and punctual payment of principal of, and interest on, the Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture principal of, premium, if any, and interest on the Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Company or any Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding and the obligations under Section 7.6) and the Collateral Documents (all the foregoing being hereinafter collectively called the “Guaranteed Guarantor Obligations”). Holdings and each Each Guarantor further agree agrees (to the extent lawful) that the Guaranteed Guarantor Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Guarantor it, and that Holdings and such Guarantor will it shall remain bound under this Article 11 X notwithstanding any extension or renewal of any Guaranteed Guarantor Obligation. Holdings and each Each Guarantor waives (to the extent lawful) presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Guarantor Obligations and also waives (to the extent lawful) notice of protest for nonpayment. Holdings and each Each Guarantor waive waives (to the extent lawful) notice of any default under the Notes or the Guaranteed Guarantor Obligations. The Each Guarantor further agrees that its Guarantee herein constitutes a Guarantee of payment when due (and not a Guarantee of collection) and waives any right to require that any resort be had by any Holder to any security held for payment of the Guarantor Obligations. Except as set forth in Section 4.2, Section 10.2 and Article VIII, the obligations of Holdings and each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Guarantor Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not (to the extent lawful) be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guarantor Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not (to the extent lawful) be discharged or impaired or otherwise affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person person under this Indenture, the Notes Notes, the Collateral Documents, the First Lien Intercreditor Agreement, the Junior Lien Intercreditor Agreement or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes Notes, the Collateral Documents, the First Lien Intercreditor Agreement, the Junior Lien Intercreditor Agreement or any other agreement; (d) the release of any security held by any Holder or the Trustee Collateral Agent for the Guaranteed Guarantor Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the ObligationsGuarantor; or (f) except as set forth in Section 11.07, any change in the ownership of Holdings or such Guarantor. Holdings and each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment, performance and compliance when due the Company; (and not a guarantee of collectiong) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 and 11.07 hereof, the obligations of Holdings and each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings and each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations Guarantor Obligations; or by (h) any other act or thing or omission or delay to do any other act or thing which may or might in any manner, manner or to any extent, extent vary the risk of such Holdings or such any Guarantor or would otherwise operate as a discharge of Holdings or such Guarantor as a matter of law or equity. Holdings Each Guarantor agrees that its Guarantee herein shall remain in full force and each effect until payment in full of all the Guarantor Obligations or such Guarantor is released from its Guarantee in compliance with Section 4.2, Section 10.2 and Article VIII. Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of of, premium, if any, or interest on any Guaranteed Obligation of the Guarantor Obligations is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Guarantor by virtue hereof, upon the failure of the Company to pay any of the principal of or interest on any Guaranteed Obligation Guarantor Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, Holdings and each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders Trustee or the Trustee on behalf of the Holders an amount equal to the sum of (1i) the unpaid amount of such Guaranteed Obligations, Guarantor Obligations then due and owing and (2ii) accrued and unpaid interest on such Guaranteed Guarantor Obligations then due and owing (but only to the extent not prohibited by law) and (3) all other monetary Guaranteed Obligations including interest accruing after the filing of any petition in bankruptcy or the commencement of any insolvency, reorganization or like proceeding relating to the Company to the Holders and the Trusteeor any Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding). Holdings and each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Each Guarantor further agrees that, as between itsuch Guarantor, on the one hand, and the Holders and the TrusteeHolders, on the other hand, (x) the maturity of the Guaranteed Guarantor Obligations guaranteed hereby may be accelerated as provided in Article 6 this Indenture for the purposes of Holdings’ or such Guarantor’s its Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, Guarantor Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Guaranteed Obligations as provided in Article 6Guarantor Obligations, such Guaranteed Guarantor Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such the Guarantor for the purposes of this SectionGuarantee. Holdings and each Each Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred by the Trustee or any Holder the Holders in enforcing any rights under this Section. Neither the Company nor the Guarantors shall be required to make a notation on the Notes to reflect any Guarantee or any release, termination or discharge thereof and any such notation shall not be a condition to the validity of any Guarantee.
Appears in 1 contract
Samples: Indenture (Reddy Ice Holdings Inc)
Guarantees. Holdings and each Any Guarantor that is a party hereto on the Issue Date or that executes a supplemental indenture in the form of Exhibit D hereto, shall hereby fully, unconditionally and irrevocably guaranteesguarantee on a senior secured basis, jointly and severally, to each Holder and to the Trustee Trustee, the Agents and its their respective successors and assigns (a) the full and punctual payment of principal of, of and interest on, on the Notes when due, whether at maturityStated Maturity, by acceleration, by redemption acceleration or otherwise, and all other monetary obligations of the Company Issuer under this Indenture and the Notes and (b) the full and punctual performance within applicable grace periods of all other monetary obligations of the Company Issuer under this Indenture and the Notes (all the foregoing such obligations set forth in clauses (a) and (b) above being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Each Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Guarantor and that Holdings and such Guarantor will shall remain bound under this Article 11 X notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each Each Guarantor waives presentation to, demand of, payment from and protest to the Company Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Holdings and each Each Guarantor waive waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of Holdings and each Guarantor hereunder shall not be affected by (a) the failure of any Holder Holder, the Trustee, or the Trustee Agents to assert any claim or demand or to enforce any right or remedy against the Company Issuer, any other Guarantor or any other Person under this Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of any thereofobligation of the Issuer under this Indenture or any Note, by operation of law or otherwise; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; or (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) except as set forth in Section 11.0710.05, any change in the ownership of Holdings or such Guarantor. Holdings and each Each Guarantor further agrees that its Guarantee herein constitutes shall constitute a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or Holder, the Trustee or Agents to any security held for payment of the Guaranteed Obligations. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 and 11.07 hereof, the obligations of Holdings and each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings and each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner, or to any extent, vary the risk of such Holdings or such Guarantor or would otherwise operate as a discharge of Holdings or such Guarantor as a matter of law or equity. Holdings and each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or Holder, the Trustee or Agents upon the bankruptcy or reorganization of the Company Issuer or otherwise. In furtherance of the foregoing, and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, Holdings and each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1) the unpaid amount of such Guaranteed Obligations, (2) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. Holdings and each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Each Guarantor further agrees that, as between it, on the one hand, and the Holders Holders, the Trustee and the TrusteeAgents, on the other hand, (x) the maturity of the Guaranteed Obligations may be accelerated as provided in Article 6 VI for the purposes of Holdings’ or such Guarantor’s Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6VI, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this Section. Holdings and each 124 Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred by the Trustee or any Holder the Agents in enforcing any rights under this Section.
Appears in 1 contract
Samples: Indenture (Gannett Co., Inc.)
Guarantees. Holdings and each Each Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal ofof (and premium, if any) and interest on, on the Notes Securities when due, whether at maturityStated Maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company Issuer under this Indenture and the Notes Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company Issuer under this Indenture and the Notes Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Each Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Guarantor Guarantor, and that Holdings and such Guarantor will remain bound under this Article 11 Thirteen notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each Each Guarantor waives presentation to, demand of, payment from and protest to the Company Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Holdings and each Each Guarantor waive waives notice of any default under the Notes Securities or the Guaranteed Obligations. The obligations of Holdings and each Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company Issuer or any other Person under this Indenture, the Notes Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) except as set forth in Section 11.07, any change in the ownership of Holdings or such Guarantor. Holdings and each Each Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 805, 806, 1017, 1019, 1202, 1203, 1303 and 11.07 hereof1308, the obligations of Holdings and each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings and each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes Securities or any other agreement, by any waiver or 108 modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner, manner or to any extent, extent vary the risk of such Holdings or such Guarantor or would otherwise operate as a discharge of Holdings or such Guarantor as a matter of law or equity. Holdings and each Each Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of (or premium, if any) or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company Issuer or otherwise. In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Guarantor by virtue hereof, upon the failure of the Company Issuer to pay the principal of (or premium, if any) or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturityStated Maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, Holdings and each Guarantor hereby promises to and shallwill, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1i) the unpaid amount of such Guaranteed Obligations, (2ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3iii) all other monetary Guaranteed Obligations of the Company Issuer to the Holders and the Trustee. Holdings and each Each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations guaranteed hereby until payment in full in cash of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12Obligations. Holdings and each Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 Five for the purposes of Holdings’ or such Guarantor’s Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed ObligationsObligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6Five, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this Section. Holdings and each Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred by the Trustee or any Holder in enforcing any rights under this SectionSection 1301.
Appears in 1 contract
Guarantees. Holdings and each Each Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of, of and interest on, on the Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture Indenture, the Notes and the Notes Collateral Documents (all the foregoing obligations of the Company being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Each Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Guarantor and that Holdings and such Guarantor will remain bound under this Article 11 notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each Each Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Holdings and each Each Guarantor waive waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of Holdings and each Guarantor hereunder shall not be affected by (a1) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any Guarantor) under this Indenture, the Notes or any other agreement or otherwise; (b2) any extension or renewal of any thereof; (c3) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (d4) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e5) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f6) except as set forth in Section 11.0711.06, any change in the ownership of Holdings or such Guarantor. Holdings and each Each Guarantor further agrees that its Notes Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 8.02, 11.02 and 11.07 hereof11.06, the obligations of Holdings and each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings and each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner, manner or to any extent, extent vary the risk of such Holdings or such Guarantor or would otherwise operate as a discharge of Holdings or such Guarantor as a matter of law or equity. Holdings and each Each Guarantor further agrees that its Notes Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, Holdings and each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1A) the unpaid amount of such Guaranteed Obligations, (2B) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3C) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. Holdings and each Each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12Obligations. Holdings and each Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (xi) the maturity of the Guaranteed Obligations hereby may be accelerated as provided in Article 6 for the purposes of Holdings’ or such Guarantor’s Notes Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed ObligationsObligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this Section. Holdings and each Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred by the Trustee or any Holder in enforcing any rights under this Section.
Appears in 1 contract
Samples: Protection One (Protection One Alarm Monitoring Inc)
Guarantees. Holdings and each The Guarantor hereby fully and unconditionally and irrevocably guarantees, jointly and severallyon an unsecured, senior basis to each Holder of Notes and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of, and interest onand premium and Additional Amounts, if any, on the Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this the Original Indenture and this First Supplemental Indenture with respect to the Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this the Original Indenture and this First Supplemental Indenture with respect to the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each The Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such the Guarantor and that Holdings and such the Guarantor will remain bound under this Article 11 Section 6.1 notwithstanding any extension or renewal of any Guaranteed Obligationobligation with respect to the Notes. Holdings The Company hereby fully and each unconditionally guarantees the Guarantee of the Guarantor on an unsecured, unsubordinated basis. The Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations with respect to the Notes and also waives notice of protest for nonpayment. Holdings and each The Guarantor waive waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of Holdings and each the Guarantor hereunder shall not be affected by (a1) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under the Original Indenture or this Indenture, First Supplemental Indenture with respect to the Notes or any other agreement or otherwise; (b2) any extension or renewal of any thereof; (c3) any rescission, waiver, amendment or modification of any of the terms or provisions of the Indenture or this Indenture, First Supplemental Indenture with respect to the Notes or any other agreement; (d4) the release of any security held by any Holder of Notes or the Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f5) except as set forth in Section 11.076.1.6, any change in the ownership of Holdings or such the Guarantor. Holdings and each The Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this IndentureTrustee. Except as expressly set forth in Section 1502 of the Original Indenture and Sections 11.02 6.1.2 and 11.07 hereof6.1.6 of this First Supplemental Indenture, the obligations of Holdings and each the Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings and each the Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under the Original Indenture or this Indenture, First Supplemental Indenture with respect to the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner, manner or to any extent, extent vary the risk of such Holdings or such the Guarantor or would otherwise operate as a discharge of Holdings or such the Guarantor as a matter of law or equity. Holdings and each The Guarantor further agrees that its Guarantee herein with respect to the Notes shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation obligation with respect to the Notes is rescinded or must otherwise be restored by any Holder of Notes or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any the Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, Holdings and each the Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1A) the unpaid amount of such Guaranteed Obligations, (2B) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3C) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. Holdings and each The Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (xi) the maturity of the Guaranteed Obligations hereby may be accelerated as provided in Article 6 5 of the Original Indenture for the purposes of Holdings’ or such the Guarantor’s Guarantee hereinGuarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed ObligationsObligations with respect to the Notes guaranteed hereby, and (yii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 65, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such the Guarantor for the purposes of this SectionSection 6.1.1. Holdings and each The Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred by the Trustee or any Holder in enforcing any rights under this SectionSection 6.1.1.
Appears in 1 contract
Guarantees. Holdings and each Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of, of and interest on, on the Notes Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Notes Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Each Subsidiary Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Subsidiary Guarantor and that Holdings and such Subsidiary Guarantor will remain bound under this Article 11 10 notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Holdings and each Each Subsidiary Guarantor waive waives notice of any default under the Notes Securities or the Guaranteed Obligations. The obligations of Holdings and each Subsidiary Guarantor hereunder shall not be affected by (a1) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any Subsidiary Guarantor) under this Indenture, the Notes Securities or any other agreement or otherwise; (b2) any extension or renewal of any thereof; (c3) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes Securities or any other agreement; (d4) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e5) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f6) except as set forth in Section 11.0710.06, any change in the ownership of Holdings or such Subsidiary Guarantor. Holdings and each Each Subsidiary Guarantor further agrees that its Subsidiary Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee 71 of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 8.01(b), 10.02 and 11.07 hereof10.06, the obligations of Holdings and each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings and each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner, manner or to any extent, extent vary the risk of such Holdings or such Subsidiary Guarantor or would otherwise operate as a discharge of Holdings or such Subsidiary Guarantor as a matter of law or equity. Holdings and each Each Subsidiary Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, Holdings and each Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1A) the unpaid amount of such Guaranteed Obligations, (2B) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3C) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. Holdings and each Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (xi) the maturity of the Guaranteed Obligations may be accelerated as provided in Article 6 for the purposes of Holdings’ or such Subsidiary Guarantor’s Subsidiary Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, and (yii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Subsidiary Guarantor for the purposes of this Section. Holdings and each Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred by the Trustee or any Holder in enforcing any rights under this Section.. 72
Appears in 1 contract
Samples: Indenture (Tyson Foods Inc)
Guarantees. Holdings and each Each Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal ofof (and premium, if any) and interest on, on the Notes Securities when due, whether at maturityStated Maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company Issuer under this Indenture and the Notes Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company Issuer under this Indenture and the Notes Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Each Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Guarantor Guarantor, and that Holdings and such Guarantor will remain bound under this Article 11 Twelve notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each Each Guarantor waives presentation to, demand of, payment from and protest to the Company Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Holdings and each Each Guarantor waive waives notice of any default under the Notes Securities or the Guaranteed Obligations. The obligations of Holdings and each Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company Issuer or any other Person under this Indenture, the Notes Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or of any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) except as set forth in Section 11.07, any change in the ownership of Holdings or such Guarantor. Holdings and each Each Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 705, 706, 912, 1102, 1103, 1203 and 11.07 hereof1208, the obligations of Holdings and each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings and each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes Securities or any other agreement, by any waiver or modification of any terms thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner, manner or to any extent, extent vary the risk of such Holdings or such Guarantor or would otherwise operate as a discharge of Holdings or such Guarantor as a matter of law or equity. Holdings and each Each Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of (or premium, if any) or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company Issuer or otherwise. In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Guarantor by virtue hereof, upon the failure of the Company Issuer to pay the principal of (or premium, if any) or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturityStated Maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, Holdings and each Guarantor hereby promises to and shallwill, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1i) the unpaid amount of such Guaranteed Obligations, (2ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3iii) all other monetary Guaranteed Obligations of the Company Issuer to the Holders and the Trustee. Holdings and each Each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations guaranteed hereby until payment in full in cash of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12Obligations. Holdings and each Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 Five for the purposes of Holdings’ or such Guarantor’s Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed ObligationsObligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6Five, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this SectionSection 1201. Holdings and each Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred by the Trustee or any Holder in enforcing any rights under this SectionSection 1201. No Foreign Restricted Subsidiary shall at any time be required to become a Guarantor. Notwithstanding anything to the contrary contained herein (but subject to the following paragraph), if a Person is required to become a Guarantor pursuant to this Indenture, none of the Issuer or any Subsidiary shall be required to submit any application or filing or otherwise take any action to obtain any authorization or consent of any federal or state Governmental Authority required in order to cause such Person to become a Guarantor (and the requirement to provide such a Guarantee shall be tolled), in each case, to the extent an authorization or consent of such federal or state Governmental Authority is determined by CenturyLink, Level 3 Parent or the Issuer to be sought in respect of any Material Transaction or any financing relating thereto and has not yet been obtained; provided that at the time such federal or state Governmental Authority has approved such Material Transaction, the application, filing or other action to obtain any such authorization or consent of any federal or state Governmental Authority required in order to cause any Person to become a Guarantor shall promptly be made. Notwithstanding anything to the contrary herein, no Issuer Restricted Subsidiary shall Guarantee any of the Existing Notes, unless such Issuer Restricted Subsidiary is or becomes a Guarantor on the date on which such other guarantee is Incurred (other than the Guarantee of the 4.250% Senior Notes due 2028 by Xxxxx 0 LLC), which Guarantee will be pari passu with such Issuer Restricted Subsidiary’s guarantee of such Existing Notes and shall remain in effect for so long as such Issuer Restricted Subsidiary guarantees any Existing Notes.
Appears in 1 contract
Samples: Offering Proceeds Note Guarantee Agreement (Level 3 Parent, LLC)
Guarantees. Holdings Each Guarantor party hereto unconditionally guarantees, as a primary obligor and each Guarantor hereby unconditionally and irrevocably guaranteesnot merely as a surety, jointly and severallyseverally (solidarily) with each other Guarantor party hereto, to each Holder and to the Trustee and its successors and assigns (a) the full HOUSTON\2261364 due and punctual payment of the principal of, of and interest onon the New Term Loans and of all other Obligations, the Notes when and as due, whether at maturity, by acceleration, by redemption notice or prepayment or otherwise, and all other monetary obligations of the Company under this Indenture and the Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Each Guarantor party hereto further agree agrees that the Guaranteed Obligations may be extended or and renewed, in whole or in part, without notice to or further assent from Holdings or such Guarantor it, and that Holdings and such Guarantor it will remain bound under this Article 11 upon its guarantee notwithstanding any extension or renewal of any Guaranteed ObligationObligations. Holdings and To the fullest extent permitted by law, each Guarantor party hereto waives presentation presentment to, demand of, of payment from and protest to the Company Borrower or any other Person of any of the Guaranteed Obligations Obligations, and also waives notice of acceptance of its guarantee and notice of protest for nonpayment. Holdings and each Guarantor waive notice of any default under To the Notes or fullest extent permitted by law, the Guaranteed Obligations. The obligations of Holdings and each a Guarantor party hereto hereunder shall not be affected by (a) the failure of the Administrative Agent or any Holder or the Trustee Lender to assert any claim or demand or to enforce any right or remedy against the Company Borrower or any other Person Guarantor under the provisions of this Indenture, the Notes Agreement or any of the other agreement Loan Documents or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this IndentureAgreement, any of the Notes other Loan Documents, any guarantee or any other agreement; (dc) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations Administrative Agent or any Lender for any of themthe Obligations; or (ed) the failure of the Administrative Agent or any Holder or the Trustee Lender to exercise any right or remedy against any other guarantor Guarantor of the Obligations; or (f) except as set forth in Section 11.07, any change in the ownership of Holdings or such Guarantor. Holdings and each Each Guarantor party hereto further agrees that its Guarantee herein guarantee constitutes a guarantee of payment, performance and compliance payment when due (and not a guarantee of collection) , and waives any right to require that any resort be had by the Administrative Agent or any Holder or the Trustee Lender to any security (if any) held for payment of the Guaranteed Obligations. Each Guarantee is, Obligations or to any balance of any deposit account or credit on the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full books of the principal Administrative Agent or any Lender in favor of Borrower or any other Person, each Guarantor hereby waiving the benefits of division and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as discussion. To the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 and 11.07 hereoffullest extent permitted by law, the obligations of Holdings and each Guarantor party hereto hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including including, without limitation, any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of or setoff, compensation, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of any of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, to the fullest extent permitted by law, the obligations of Holdings and each Guarantor herein party hereto hereunder shall not be discharged or impaired or otherwise affected by the failure of the Administrative Agent or any Holder or the Trustee Lender to assert any claim or demand or to enforce any remedy under this IndentureAgreement or under any other Loan Document, the Notes any guarantee or any other agreement, by any waiver or modification of any provision thereof, by any default, failure or delay, willful or otherwise, in the performance of any of the obligations Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner, manner or to any extent, extent vary the risk of such Holdings or such Guarantor or would otherwise operate as a discharge of Holdings or such Guarantor as a matter of law or equity. Holdings and each Each Guarantor party hereto further agrees that its Guarantee herein guarantee shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal or of or interest on any Guaranteed Obligation or any other Obligations is rescinded or must otherwise be restored returned by the Administrative Agent or any Holder or the Trustee Lender upon the bankruptcy or reorganization of the Company Borrower or otherwise. In furtherance HOUSTON\2261364 Each Guarantor hereby acknowledges that the Obligations include, without limitation, any cost or expense which is of the foregoingnature of extra-judicial professional fees payable by the Administrative Agent or any Lender in accordance with any of the Loan Documents for services required by the Administrative Agent or any Lender in order to recover the capital and interest secured by any security interest entered into by any Loan Party or to conserve the property charged thereunder even if such cost or expense cannot be secured by such security interest. Each Guarantor undertakes to indemnify the Administrative Agent and each Lender with respect to all such costs and expenses. Each Guarantor party hereto hereby subordinates to the Obligations all rights of subrogation against Borrower and its property and all rights of indemnification, contribution and reimbursement from Borrower and its property, in each case in connection with this guarantee and any payments made hereunder, and not in limitation regardless of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Guarantor whether such rights arise by virtue hereofoperation of law, upon the failure of the Company pursuant to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption contract or otherwise, or to perform or comply with any other Guaranteed Obligation, Holdings and each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1) the unpaid amount of such Guaranteed Obligations, (2) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. Holdings and each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations may be accelerated as provided in Article 6 for the purposes of Holdings’ or such Guarantor’s Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this Section. Holdings and each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section.
Appears in 1 contract
Samples: Possession Credit Agreement (Foamex International Inc.)
Guarantees. Holdings and each Each Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and Note Collateral Agent and its successors and assigns (a) the full and punctual payment of principal ofof (and premium, if any) and interest on, on the Notes Securities when due, whether at maturityStated Maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company Issuer under this Indenture and the Notes Note Documents and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company Issuer under this Indenture and the Notes Note Documents (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Each Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Guarantor Guarantor, and that Holdings and such Guarantor will remain bound under this Article 11 12 notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each Each Guarantor waives presentation to, demand of, payment from and protest to the Company Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Holdings and each Each Guarantor waive waives notice of any default under the Notes Securities or the Guaranteed Obligations. The obligations of Holdings and each Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee and Note Collateral Agent to assert any claim or demand or to enforce any right or remedy against the Company Issuer or any other Person person under this Indenture, the Notes Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee and Note Collateral Agent for the Guaranteed Obligations or of any of them; (e) the failure of any Holder or the Trustee and Note Collateral Agent to exercise any right or remedy against any other guarantor of the Obligations; or (f) except as set forth in Section 11.07, any change in the ownership of Holdings or such Guarantor. Holdings and each Each Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee and Note Collateral Agent to any security held for payment of the Guaranteed Obligations. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 7.05, 7.06, 9.14, 11.02, 11.03, 12.03 and 11.07 hereof12.08, the obligations of Holdings and each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Guarantee of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings and each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes Securities or any other agreement, by any waiver or modification of any terms thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner, manner or to any extent, extent vary the risk of such Holdings or such Guarantor or would otherwise operate as a discharge of Holdings or such Guarantor as a matter of law or equity. Holdings and each Each Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of (or premium, if any) or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company Issuer or otherwise. 133 In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Guarantor by virtue hereof, upon the failure of the Company Issuer to pay the principal of (or premium, if any) or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturityStated Maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, Holdings and each Guarantor hereby promises to and shallwill, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1i) the unpaid amount of such Guaranteed Obligations, (2ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3iii) all other monetary Guaranteed Obligations of the Company Issuer to the Holders and the Trustee. Holdings and each Each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations guaranteed hereby until payment in full in cash of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12Obligations. Holdings and each Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 5 for the purposes of Holdings’ or such Guarantor’s Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed ObligationsObligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 65, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this SectionSection 12.01. Holdings and each Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred by the Trustee and Note Collateral Agent or any Holder in enforcing any rights under this SectionSection 12.01. The Issuer shall cause each of its direct or indirect Subsidiaries that is not an Excluded Subsidiary and that guarantees or becomes a borrower under any First Lien Obligations to execute and deliver to the Trustee, within 30 days of such event (which such period will be automatically extended in 30 day increments so long as the Issuer uses commercially reasonable efforts), a supplemental indenture substantially in the form of Exhibit B hereto pursuant to which such Subsidiary will guarantee the Obligations. For the avoidance of doubt, no Excluded Subsidiary shall be required to guarantee the Obligations, become a party to the Collateral Agreement or any other Collateral Document or create Liens on its assets to secure the Obligations. Notwithstanding anything to the contrary contained herein (but subject to the following paragraph), if a person is required to become a Guarantor pursuant to this Indenture, none of the Issuer or any Subsidiary shall be required to submit any application or filing or otherwise take any action to obtain any authorization or consent of any federal or state Governmental Authority required in order to cause such person to become a Guarantor (and the requirement to provide such a Guarantee shall be tolled), in each case, to the extent an authorization or consent of such federal or state Governmental Authority is determined by Lumen, Level 3 Parent or the Issuer to be sought in respect of any Material Transaction or any financing relating thereto and has not yet been obtained; provided that (i) such person is not submitting any application or filing or otherwise taking any action to obtain any authorization or consent of any federal or state Governmental Authority required in order to cause such person to Guarantee any First Lien Obligation (other than the Securities) or Junior Lien Obligations and (ii) at the time such federal or state Governmental Authority has approved such Material Transaction, the application, filing or other action to obtain any such authorization or consent of any federal or state Governmental Authority required in order to cause any person to become a Guarantor shall promptly be made.
Appears in 1 contract
Guarantees. Holdings and each Each Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to Holder, the Trustee and the Collateral Agent and its successors and assigns (a) the full and punctual payment of principal of, of and interest on, and premium on the Notes Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture Indenture, the Securities and the Notes other Note Documents and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture Indenture, the Securities and the Notes other Note Documents (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Each Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Guarantor and that Holdings and such Guarantor will remain bound under this Article 11 10 notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each Each Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Holdings and each Each Guarantor waive waives notice of any default under the Notes Securities or the Guaranteed Obligations. The obligations of Holdings and each Guarantor hereunder shall not be affected by (a1) the failure of any Holder or the Trustee or the Collateral Agent to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any Guarantor) under this Indenture, any of the Notes Note Documents or any other agreement or otherwise; (b2) any extension or renewal of any thereofNote Document; (c3) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes Note Documents or any other agreement; (d4) the release of any security held by any Holder Holder, the Trustee or the Trustee Collateral Agent for the Guaranteed Obligations or any of them; (e5) the failure of any Holder Holder, or the Trustee and Collateral Agent to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f6) except except, as set forth in Section 11.0710.05, any change in the ownership of Holdings or such Guarantor. Holdings and each Each Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 and 11.07 hereof8.01, 10.02 or 10.05, the obligations of Holdings and each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings and each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner, manner or to any extent, extent vary the risk of such Holdings or such Guarantor or would otherwise operate as a discharge of Holdings or such Guarantor as a matter of law or equity. Holdings and each 0000-0000-0000 Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of or interest and premium on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest and premium on any Guaranteed Notes Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Notes Obligation, Holdings and each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders Holders, the Trustee or the Trustee Collateral Agent, as applicable, an amount equal to the sum of (1A) the unpaid amount of such Guaranteed Obligations, (2B) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3C) all other monetary Guaranteed Obligations of the Company to the Holders and Holders, the TrusteeTrustee or the Collateral Agent. Holdings and each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Each Guarantor further agrees that, as between it, on the one hand, and the Holders Holders, the Trustee and the TrusteeCollateral Agent, on the other hand, (xi) the maturity of the Guaranteed Obligations hereby may be accelerated as provided in Article 6 for the purposes of Holdings’ or such Guarantor’s Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed ObligationsObligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this Section. Holdings and each Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred Incurred by the Trustee Trustee, the Collateral Agent or any Holder in enforcing any rights under this Section.
Appears in 1 contract
Guarantees. Holdings and Subject to the provisions of this Article X, each Guarantor hereby fully, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, jointly and severallyseverally with each other Guarantor, to each Holder and of the Notes, to the extent lawful, and the Trustee and its successors and assigns (a) the full and punctual payment of principal of, and interest on, the Notes when due, whether at maturity, by acceleration, by redemption or otherwise, of the principal of, premium, if any, and interest on the Notes and all other monetary obligations of the Company Issuer under this Indenture and the Notes and (b) including, without limitation, interest accruing after the full and punctual performance within applicable grace periods filing of all other obligations any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Company under this Indenture Issuer or any Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding and the Notes obligations under Section 7.6) (all the foregoing being hereinafter collectively called the “Guaranteed Guarantor Obligations”). Holdings and each Each Guarantor further agree agrees (to the extent lawful) that the Guaranteed Guarantor Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Guarantor it, and that Holdings and such Guarantor will it shall remain bound under this Article 11 X notwithstanding any extension or renewal of any Guaranteed Guarantor Obligation. Holdings and each Each Guarantor waives (to the extent lawful) presentation to, demand of, payment from and protest to the Company Issuer of any of the Guaranteed Guarantor Obligations and also waives (to the extent lawful) notice of protest for nonpayment. Holdings and each Each Guarantor waive waives (to the extent lawful) notice of any default under the Notes or the Guaranteed Guarantor Obligations. The Each Guarantor further agrees that its Guarantee herein constitutes a Guarantee of payment when due (and not a Guarantee of collection) and waives any right to require that any resort be had by any Holder to any security held for payment of the Guarantor Obligations. Except as set forth in Section 4.2, Section 10.2 and Article VIII hereof, the obligations of Holdings and each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Guarantor Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not (to the extent lawful) be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guarantor Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not (to the extent lawful) be discharged or impaired or otherwise affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company Issuer or any other Person person under this Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes Notes, or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Guarantor Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the ObligationsGuarantor; or (f) except as set forth in Section 11.07, any change in the ownership of Holdings or such Guarantor. Holdings and each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment, performance and compliance when due the Issuer; (and not a guarantee of collectiong) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 and 11.07 hereof, the obligations of Holdings and each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings and each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations Guarantor Obligations; or by (h) any other act or thing or omission or delay to do any other act or thing which may or might in any manner, manner or to any extent, extent vary the risk of such Holdings or such any Guarantor or would otherwise operate as a discharge of Holdings or such Guarantor as a matter of law or equity. Holdings Each Guarantor agrees that its Guarantee herein shall remain in full force and each effect until payment in full of all the Guarantor Obligations or such Guarantor is released from its Guarantee in compliance with Section 4.2, Section 10.2 or Article VIII hereof. Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of of, premium, if any, or interest on any Guaranteed Obligation of the Guarantor Obligations is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company Issuer or otherwise. In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Guarantor by virtue hereof, upon the failure of the Company Issuer to pay any of the principal of or interest on any Guaranteed Obligation Guarantor Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, Holdings and each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders Trustee or the Trustee on behalf of the Holders an amount equal to the sum of (1i) the unpaid amount of such Guaranteed Obligations, Guarantor Obligations then due and owing and (2ii) accrued and unpaid interest on such Guaranteed Guarantor Obligations then due and owing (but only to the extent not prohibited by law) and (3) all other monetary Guaranteed Obligations including interest accruing after the filing of any petition in bankruptcy or the Company commencement of any insolvency, reorganization or like proceeding relating to the Holders and the TrusteeIssuer or any Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding). Holdings and each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Each Guarantor further agrees that, as between itsuch Guarantor, on the one hand, and the Holders and the TrusteeHolders, on the other hand, (x) the maturity of the Guaranteed Guarantor Obligations guaranteed hereby may be accelerated as provided in Article 6 this Indenture for the purposes of Holdings’ or such Guarantor’s its Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, Guarantor Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Guaranteed Obligations as provided in Article 6Guarantor Obligations, such Guaranteed Guarantor Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such the Guarantor for the purposes of this SectionGuarantee. Holdings and each Each Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred by the Trustee or any Holder the Holders in enforcing any rights under this Section. Neither the Issuer nor the Guarantors shall be required to make a notation on the Notes to reflect any Guarantee or any release, termination or discharge thereof and any such notation shall not be a condition to the validity of any Guarantee.
Appears in 1 contract
Samples: Indenture (FGL Holdings)
Guarantees. Holdings and each Guarantor Each Asset Entity hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Indenture Trustee and its the Servicer and their respective successors and assigns (a) the full and punctual payment of principal of, of and interest on, on the Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company Issuer and the other Asset Entities under this Indenture and the Notes and each other Transaction Document and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company Issuer and the other Asset Entities under this Indenture and the Notes and all other Transaction Documents (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Guarantor further agree that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Guarantor and that Holdings and such Guarantor will remain bound under this Article 11 notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each Guarantor Each Asset Entity waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Holdings and each Guarantor waive Each Asset Entity waives notice of any default under the Notes or the other Guaranteed Obligations. The obligations of Holdings and each Guarantor Asset Entity hereunder shall not be affected by (a) the failure of any Holder or the Indenture Trustee or the Servicer to assert any claim or demand or to enforce any right or remedy under the Transaction Documents against the Company any other Obligor or any other Person under this Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreementTransaction Document; (d) the release of any security held by any Holder or the Indenture Trustee for the Guaranteed Obligations or any of them; or (e) the failure of any Holder or the Indenture Trustee or the Servicer to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f) except as set forth in Section 11.07, any change in the ownership of Holdings or such Guarantor. Holdings and each Guarantor Each Asset Entity further agrees that its Guarantee guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Indenture Trustee or the Servicer to any security held for payment of the Guaranteed Obligations. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 and 11.07 hereofherein, the obligations of Holdings and each Guarantor Asset Entity hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings and each Guarantor Asset Entity herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Indenture Trustee or the Servicer to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner, manner or to any extent, extent vary the risk of such Holdings or such Guarantor Asset Entity or would otherwise operate as a discharge of Holdings or such Guarantor Asset Entity as a matter of law or equity. Holdings and each Guarantor Each Asset Entity further agrees that its Guarantee guaranty herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Indenture Trustee or the Servicer upon the bankruptcy or reorganization of the Company Issuer or otherwise. In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder or the Indenture Trustee or the Servicer has at law or in equity against Holdings or any Guarantor Asset Entity by virtue hereof, upon the failure of the Company Issuer to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, Holdings and each Guarantor Asset Entity hereby promises to and shallwill, upon receipt of written demand by the Indenture Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee or the Servicer, as the case may be, an amount equal to the sum of (1i) the unpaid amount of such Guaranteed Obligations, (2ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3iii) all other monetary Guaranteed Obligations of the Company Issuer to the Holders and the Trustee. Holdings and each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Guarantor further agrees that, as between it, on the one hand, Indenture Trustee and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations may be accelerated as provided in Article 6 for the purposes of Holdings’ or such Guarantor’s Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this SectionServicer. Holdings and each Guarantor Each Asset Entity also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred by the Indenture Trustee or any Holder the Servicer in enforcing any rights under this Section. Notwithstanding any payment made by any Asset Entity hereunder, such Asset Entity shall not be entitled to be subrogated to any of the rights of the Indenture Trustee against the Obligors or any collateral security or guarantee or right of offset held by the Indenture Trustee for the payment of the Obligations, nor shall the Asset Entity seek or be entitled to seek any contribution or reimbursement from the Obligors in respect of payments made by the Asset Entity hereunder, until the Obligations are paid in full. If any amount shall be paid to an Asset Entity on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held by such Asset Entity in trust for the Indenture Trustee, segregated from other funds of such Asset Entity, and shall, forthwith upon receipt by such Asset Entity, be turned over to the Indenture Trustee in the exact form received by such Asset Entity (duly indorsed by such Asset Entity to the Indenture Trustee, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Indenture Trustee may determine.
Appears in 1 contract
Samples: American Tower Corp /Ma/
Guarantees. Holdings and If Guarantees have been provided for any particular series of Securities pursuant to Section 3.1, each applicable Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and of Securities of such series, to the Trustee and its successors and assigns assigns: (a) the full and punctual payment of all of the principal of, and any premium and interest on, the Notes Securities of such series when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company Issuer under this Indenture and the Notes Securities of such series; and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company Issuer under this Indenture with respect to the Securities of such series and under the Notes Securities of such series (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Each Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Guarantor and that Holdings and such Guarantor will remain bound under this Article 11 XVI notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and In addition, if Guarantees have been provided pursuant to Section 3.1 for a particular series of Securities, each applicable Guarantor waives waives: (1) presentation to, demand of, payment from and protest to the Company Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Holdings non-payment; and each Guarantor waive (2) notice of any default under the Notes Securities of such series or the Guaranteed Obligations, and agrees that the Holders of such Securities may exercise their rights of enforcement under its Guarantee without first exercising their rights of enforcement directly against the Issuer. The obligations of Holdings and each Guarantor hereunder shall not be affected by by: (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company Issuer or any other Person under this Indenture, the Notes Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor Guarantor of the Guaranteed Obligations; or (f) except as set forth in Section 11.07, any change in the ownership of Holdings or such Guarantor. Holdings and If Guarantees have been provided for a particular series of Securities pursuant to Section 3.1, each applicable Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Each Guarantee is, If Guarantees have been provided for a particular series of Securities pursuant to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if anySection 3.1, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except except as expressly set forth in Sections 11.02 12.3(e), 16.2 and 11.07 hereof16.6, the obligations of Holdings and each applicable Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings and each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner, manner or to any extent, extent vary the risk of such Holdings or such Guarantor or would otherwise operate as a discharge of Holdings or such Guarantor as a matter of law or equity. Holdings and If Guarantees have been provided for a particular series of Securities pursuant to Section 3.1, each applicable Guarantor further agrees that its Guarantee Guaranteed Obligations herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of of, or premium or interest on on, any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company Issuer or otherwise. In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Guarantor by virtue hereof, upon the failure of the Company Issuer to pay the principal of of, or premium or interest on on, any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, Holdings and each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of of: (1) the unpaid amount of such Guaranteed Obligations, ; (2) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) ); and (3) all other monetary Guaranteed Obligations of the Company Issuer to the Holders and the Trustee. Holdings and each Each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, : (x) the maturity of the Guaranteed Obligations may be accelerated as provided in Article 6 VII for the purposes of Holdings’ or such Guarantor’s Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, ; and (y) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6VII, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this Section. Holdings and If Guarantees have been provided for a particular series of Securities pursuant to Section 3.1, each applicable Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expensesexpenses of attorneys and other agents) incurred by the Trustee or any Holder in enforcing any rights under this Section.
Appears in 1 contract
Samples: Indenture (Molson Coors Brewing Co)
Guarantees. Holdings and each Each Subsidiary Guarantor of a series of Securities hereby unconditionally and irrevocably guarantees, jointly and severally, on a senior basis to each Holder of such series and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of, of and interest on, on the Notes Securities of such series when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and with respect to the Notes Securities of such series and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and with respect to the Notes Securities of such series (all the foregoing foregoing, with respect to a series of Securities, being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Each Subsidiary Guarantor of a series of Securities further agree agrees that the Guaranteed Obligations with respect to such series may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Subsidiary Guarantor and that Holdings and such Subsidiary Guarantor will remain bound under this Article 11 notwithstanding any extension or renewal of any Guaranteed ObligationObligation with respect to such series. Holdings and each Each Subsidiary Guarantor of a series of Securities waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations with respect to such series and also waives notice of protest for nonpayment. Holdings and each Each Subsidiary Guarantor waive of a series of Securities waives notice of any default under the Notes Securities of such series or the Guaranteed ObligationsObligations of such series. The obligations of Holdings and each Subsidiary Guarantor hereunder of a series of Securities shall not be affected by (a1) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any Subsidiary Guarantor of such series) under this Indenture, Indenture with respect to the Notes Securities of such series or any other agreement or otherwise; (b2) any extension or renewal of any thereof; (c3) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, Indenture with respect to the Notes Securities of such series or any other agreement; (d4) the release of any security held by any Holder of such series or the Trustee for the Guaranteed Obligations of such series or any of them; (e5) the failure of any Holder of such series or the Trustee to exercise any right or remedy against any other guarantor of the ObligationsGuaranteed Obligations of such series; or (f6) except as set forth in Section 11.0711.06, any change in the ownership of Holdings or such Subsidiary Guarantor. Holdings and each Each Subsidiary Guarantor of a series of Securities further agrees that its Subsidiary Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder of such series or the Trustee for such series to any security Security held for payment of the Guaranteed Obligations. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right Obligations of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indentureseries. Except as expressly set forth in Sections 8.02, 11.02 and 11.07 hereof11.06, the obligations of Holdings and each Subsidiary Guarantor of a series of Securities hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations of such series or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings and each Subsidiary Guarantor of a series of Securities herein shall not be discharged or impaired or otherwise affected by the failure of any Holder of such series or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, Indenture with respect to the Notes Securities of such series or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner, manner or to any extent, extent vary the risk of such Holdings or such Subsidiary Guarantor or would otherwise operate as a discharge of Holdings or such Subsidiary Guarantor as a matter of law or equity. Holdings and each Each Subsidiary Guarantor of a series of Securities further agrees that its Subsidiary Guarantee with respect to such series herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation with respect to such series is rescinded or must otherwise be restored by any Holder of such series or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder of a series of Securities or the Trustee has at law or in equity against Holdings or any Subsidiary Guarantor of such series by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation with respect to such series when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed ObligationObligation with respect to such series, Holdings and each Subsidiary Guarantor of such series hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders of such series or the Trustee an amount equal to the sum of (1A) the unpaid amount of such Guaranteed Obligations, (2B) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3C) all other monetary Guaranteed Obligations of the Company to the Holders of such series and the Trustee. Holdings and each Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in respect a series of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Guarantor further Securities agrees that, as between it, on the one hand, and the Holders of such series and the Trustee, on the other hand, (xi) the maturity of the Guaranteed Obligations with respect to such series hereby may be accelerated as provided in Article 6 for the purposes of Holdings’ or such Subsidiary Guarantor’s Subsidiary Guarantee with respect to such series herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed ObligationsObligations with respect to such series guaranteed hereby, and (yii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Subsidiary Guarantor for the purposes of this SectionSection 11.01. Holdings and each Each Subsidiary Guarantor of a series of Securities also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred by the Trustee or any Holder in enforcing any rights under this SectionSection 11.01.
Appears in 1 contract
Samples: Teck Resources LTD
Guarantees. Holdings and each Each Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal ofof (and premium, if any) and interest on, on the Notes Securities when due, whether at maturityStated Maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company Issuer under this Indenture and the Notes Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company Issuer under this Indenture and the Notes Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Each Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Guarantor Guarantor, and that Holdings and such Guarantor will remain bound under this Article 11 Thirteen notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each Each Guarantor waives presentation to, demand of, payment from and protest to the Company Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Holdings and each Each Guarantor waive waives notice of any default under the Notes Securities or the Guaranteed Obligations. The obligations of Holdings and each Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company Issuer or any other Person under this Indenture, the Notes Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) except as set forth in Section 11.07, any change in the ownership of Holdings or such Guarantor. Holdings and each Each Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 805, 806, 1017, 1019, 1202, 1203, 1303 and 11.07 hereof1308, the obligations of Holdings and each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings and each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations obligations, or by any other act or thing or omission or delay to do any other 101 act or thing which may or might in any manner, manner or to any extent, extent vary the risk of such Holdings or such Guarantor or would otherwise operate as a discharge of Holdings or such Guarantor as a matter of law or equity. Holdings and each Each Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of (or premium, if any) or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company Issuer or otherwise. In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Guarantor by virtue hereof, upon the failure of the Company Issuer to pay the principal of (or premium, if any) or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturityStated Maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, Holdings and each Guarantor hereby promises to and shallwill, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1i) the unpaid amount of such Guaranteed Obligations, (2ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3iii) all other monetary Guaranteed Obligations of the Company Issuer to the Holders and the Trustee. Holdings and each Each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations guaranteed hereby until payment in full in cash of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12Obligations. Holdings and each Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 Five for the purposes of Holdings’ or such Guarantor’s Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed ObligationsObligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6Five, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this Section. Holdings and each Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred by the Trustee or any Holder in enforcing any rights under this SectionSection 1301.
Appears in 1 contract
Samples: Supplemental Indenture (Level 3 Communications Inc)
Guarantees. Holdings and each Guarantor Each of the Subsidiary Guarantors hereby fully unconditionally and irrevocably guarantees, jointly as primary obligor and severallynot merely as surety, to each Holder of the Notes of each series and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of, and interest on, the Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture principal of and interest, if any, on the Notes of the relevant series and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes of each series (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”)) to the Trustee and to the Holders. Holdings and each Guarantor Each of the Subsidiary Guarantors further agree agrees (to the extent permitted by law) that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Guarantor it, and that Holdings and such Guarantor will it shall remain bound under this Article 11 X notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each Guarantor Each of the Subsidiary Guarantors waives presentation to, demand of, of payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Holdings and each Guarantor waive Each of the Subsidiary Guarantors waives notice of any default Default under the Notes or the Guaranteed Obligations. The obligations of Holdings and each Guarantor of the Subsidiary Guarantors hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person person under this Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; or (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) except as set forth in Section 11.07, any change in the ownership of Holdings or such Guarantorthe Company. Holdings and each Guarantor Each of the Subsidiary Guarantors further agrees that its the Guarantee herein constitutes a guarantee of payment, performance and compliance payment when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right The obligations of payment to the prior payment in full each of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 and 11.07 hereof, the obligations of Holdings and each Guarantor Subsidiary Guarantors hereunder shall not be subject to any reduction, limitation, impairment or termination for any reasonreason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings and each Guarantor of the Subsidiary Guarantors herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any defaultDefault, failure or delay, willful or otherwise, in the performance of the obligations Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner, manner or to any extent, extent vary the risk of such Holdings or such Guarantor each of the Subsidiary Guarantors or would otherwise operate as a discharge of Holdings or such Guarantor the Subsidiary Guarantors as a matter of law or equity. Holdings and each Guarantor Each of the Subsidiary Guarantors further agrees that its the Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of or interest interest, if any, on any Guaranteed Obligation of the Obligations is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Guarantor of the Subsidiary Guarantors by virtue hereof, upon the failure of the Company to pay any of the principal of or interest on any Guaranteed Obligation Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, Holdings and each Guarantor of the Subsidiary Guarantors hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1i) the unpaid amount of such Guaranteed Obligations, Obligations then due and owing and (2ii) accrued and unpaid interest on such Guaranteed Obligations then due and owing (but only to the extent not prohibited by law) and (3) all other monetary Guaranteed Obligations ). Each of the Company to the Holders and the Trustee. Holdings and each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Guarantor Subsidiary Guarantors further agrees that, as between ititself, on the one hand, and the Holders and the TrusteeHolders, on the other hand, (x) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 this Indenture for the purposes of Holdings’ or such Guarantor’s the Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Guaranteed Obligations as provided in Article 6Obligations, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Subsidiary Guarantor for the purposes of this SectionGuarantee. Holdings and each Guarantor Each of the Subsidiary Guarantors also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred by the Trustee or any Holder the Holders in enforcing any rights under this SectionSection 10.1.
Appears in 1 contract
Guarantees. Holdings and each Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of, of and interest on, on the Notes Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Notes Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes Securities (all the foregoing being hereinafter collectively called the “"Guaranteed Obligations”"). Holdings and each Each Subsidiary Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Subsidiary Guarantor and that Holdings and such Subsidiary Guarantor will remain bound under this Article 11 10 notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Holdings and each Each Subsidiary Guarantor waive waives notice of any default under the Notes Securities or the Guaranteed Obligations. The obligations of Holdings and each Subsidiary Guarantor hereunder shall not be affected by (a1) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any Subsidiary Guarantor) under this Indenture, the Notes Securities or any other agreement or otherwise; (b2) any extension or renewal of any thereof; (c3) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes Securities or any other agreement; (d4) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e5) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f6) except as set forth in Section 11.0710.06, any change in the ownership of Holdings or such Subsidiary Guarantor. Holdings and each Each Subsidiary Guarantor further agrees that its Subsidiary Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 8.01(b), 10.02 and 11.07 hereof10.06, the obligations of Holdings and each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings and each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes Securities, the Security Documents or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner, manner or to any extent, extent vary the risk of such Holdings or such Subsidiary Guarantor or would otherwise operate as a discharge of Holdings or such Subsidiary Guarantor as a matter of law or equity. Holdings and each Each Subsidiary Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, Holdings and each Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1A) the unpaid amount of such Guaranteed Obligations, (2B) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3C) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. Holdings and each Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (xi) the maturity of the Guaranteed Obligations hereby may be accelerated as provided in Article 6 for the purposes of Holdings’ or such Subsidiary Guarantor’s 's Subsidiary Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed ObligationsObligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Subsidiary Guarantor for the purposes of this Section. Holdings and each Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses' fees) incurred by the Trustee or any Holder in enforcing any rights under this Section.
Appears in 1 contract
Guarantees. Holdings and each Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of, and interest on, the Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Guarantor further agree that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Guarantor and that Holdings and such Guarantor will remain bound under this Article 11 10 notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Holdings and each Guarantor waive notice of any default under the Notes or the Guaranteed Obligations. The obligations of Holdings and each Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) except as set forth in Section 11.0710.07, any change in the ownership of Holdings or such Guarantor. Holdings and each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 10.02 and 11.07 10.07 hereof, the obligations of Holdings and each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings and each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner, or to any extent, vary the risk of such Holdings or such Guarantor or would otherwise operate as a discharge of Holdings or such Guarantor as a matter of law or equity. Holdings and each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, at any time, payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing, and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, Holdings and each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1) the unpaid amount of such Guaranteed Obligations, (2) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. Holdings and each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations may be accelerated as provided in Article 6 for the purposes of Holdings’ or such Guarantor’s Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this Section. Holdings and each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section.89
Appears in 1 contract
Samples: Indenture (TransDigm Group INC)
Guarantees. Holdings and each Guarantor The Guarantors hereby unconditionally guarantee, on a senior unsecured basis and irrevocably guaranteesas primary obligor and not merely as surety, jointly and severallyseverally with each other Guarantor, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of, and interest on, the Notes when due, whether at maturity, by acceleration, by redemption or otherwise, of the principal of, premium, if any, and interest on the Notes, all other monetary obligations and liabilities of the Company under this Indenture and (including without limitation interest accruing after the Notes and (b) filing of any petition in bankruptcy, or the full and punctual performance within applicable grace periods commencement of all other obligations of any insolvency, reorganization or like proceeding, relating to the Company or any Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) and any and all costs (including reasonable counsel fees and expenses) Incurred by the trustee or the Holders in enforcing any rights under this Indenture and the Notes Note Guarantees (all the foregoing being hereinafter collectively called the “Guaranteed "Obligations”"). Holdings and each The Obligations of Guarantors under the Note Guarantees shall rank equally in right of payment with other Indebtedness of such Guarantor, except to the extent such other Indebtedness is expressly subordinated to the obligations arising under the Note Guarantee. Each Guarantor further agree agrees (to the extent permitted by law) that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Guarantor it, and that Holdings and such Guarantor will it shall remain bound under this Article 11 X notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each Each Guarantor waives presentation to, demand of, of payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Holdings and each Each Guarantor waive waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of Holdings and each Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person person under this Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the ObligationsGuarantor; or (f) except as set forth in Section 11.07, any change in the ownership of Holdings or such Guarantorthe Company. Holdings and each Each Guarantor further agrees that its Guarantee herein constitutes a guarantee Guarantee of payment, performance and compliance payment when due (and not a guarantee Guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 and 11.07 hereof, the The obligations of Holdings and each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reasonreason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings and each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner, manner or to any extent, extent vary the risk of such Holdings or such any Guarantor or would otherwise operate as a discharge of Holdings or such Guarantor as a matter of law or equity. Holdings Each Guarantor agrees that its Guarantee herein shall remain in full force and each effect until payment in full of all the Obligations or such Guarantor is released from its Guarantee upon the merger or the sale of all the Capital Stock or assets of the Guarantor in compliance with Section 10.2 or otherwise in accordance with the terms of this Indenture. Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation of the Obligations is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Guarantor by virtue hereof, upon the failure of the Company to pay any of the principal of or interest on any Guaranteed Obligation Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, Holdings and each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1i) the unpaid amount of such Guaranteed Obligations, Obligations then due and owing and (2ii) accrued and unpaid interest on such Guaranteed Obligations then due and owing (but only to the extent not prohibited by law) and (3) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee). Holdings and each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Each Guarantor further agrees that, as between itsuch Guarantor, on the one hand, and the Holders and the TrusteeHolders, on the other hand, (x) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 this Indenture for the purposes of Holdings’ or such Guarantor’s its Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Guaranteed Obligations as provided in Article 6Obligations, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such the Guarantor for the purposes of this SectionGuarantee. Holdings and each Each Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees and expenses' fees) incurred by the Trustee or any Holder the Holders in enforcing any rights under this Section.
Appears in 1 contract
Samples: Tango of Arundel, Inc.
Guarantees. Holdings and each Guarantor Each Restricted Subsidiary of Alderwoods that is a Wholly Owned Subsidiary organized under the laws of any state or commonwealth of the United States (other than Excluded Subsidiaries) hereby unconditionally and irrevocably guaranteesguarantees (in such capacity, a "SUBSIDIARY GUARANTOR"), jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of, premium, if any, and interest on, on the Two-Year Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company Alderwoods under this Indenture and the Two-Year Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company Alderwoods under this Indenture and the Two-Year Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”"OBLIGATIONS"). Holdings and each Each Subsidiary Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Subsidiary Guarantor and that Holdings and such Subsidiary Guarantor will remain bound under this Article 11 12 notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company Alderwoods of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Holdings and each Each Subsidiary Guarantor waive waives notice of any default under the Two-Year Notes or the Guaranteed Obligations. The obligations of Holdings and each Subsidiary Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company Alderwoods or any other Person under this Indenture, the Two-Year Notes or any other agreement or otherwise; , (b) any extension or renewal of any thereof; , (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Two-Year Notes or any other agreement; , (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) except as set forth in Section 11.07, any change in the ownership of Holdings or such Guarantor. Holdings and each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 and 11.07 hereof, the obligations of Holdings and each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings and each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner, or to any extent, vary the risk of such Holdings or such Guarantor or would otherwise operate as a discharge of Holdings or such Guarantor as a matter of law or equity. Holdings and each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, at any time, payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing, and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, Holdings and each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1) the unpaid amount of such Guaranteed Obligations, (2) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. Holdings and each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations may be accelerated as provided in Article 6 for the purposes of Holdings’ or such Guarantor’s Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this Section. Holdings and each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section.,
Appears in 1 contract
Guarantees. Holdings and each Each Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal ofof (and premium, if any) and interest on, on the Notes Securities when due, whether at maturityStated Maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company Issuer under this Indenture and the Notes Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company Issuer under this Indenture and the Notes Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Each Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Guarantor Guarantor, and that Holdings and such Guarantor will remain bound under this Article 11 Thirteen notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each Each Guarantor waives presentation to, demand of, payment from and protest to the Company Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Holdings and each Each Guarantor waive waives notice of any default under the Notes Securities or the Guaranteed Obligations. The obligations of Holdings and each Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company Issuer or any other 104 Person under this Indenture, the Notes Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) except as set forth in Section 11.07, any change in the ownership of Holdings or such Guarantor. Holdings and each Each Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 805, 806, 1017, 1019, 1202, 1203, 1303 and 11.07 hereof1308, the obligations of Holdings and each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings and each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner, manner or to any extent, extent vary the risk of such Holdings or such Guarantor or would otherwise operate as a discharge of Holdings or such Guarantor as a matter of law or equity. Holdings and each Each Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of (or premium, if any) or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company Issuer or otherwise. In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Guarantor by virtue hereof, upon the failure of the Company Issuer to pay the principal of (or premium, if any) or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturityStated Maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, Holdings and each Guarantor hereby promises to and shallwill, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1i) the unpaid amount of such Guaranteed Obligations, (2ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3iii) all other monetary Guaranteed Obligations of the Company Issuer to the Holders and the Trustee. Holdings and each Each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations guaranteed hereby until payment in full in cash of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12Obligations. Holdings and each Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on 105 the other hand, (x) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 Five for the purposes of Holdings’ or such Guarantor’s Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed ObligationsObligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6Five, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this SectionSection 1301. Holdings and each Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred by the Trustee or any Holder in enforcing any rights under this SectionSection 1301.
Appears in 1 contract
Samples: Supplemental Indenture (Level 3 Communications Inc)
Guarantees. Holdings and each Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of, of and interest on, on the Notes Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Notes Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”"GUARANTEED OBLIGATIONS"). Holdings and each Each Subsidiary Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Subsidiary Guarantor and that Holdings and such Subsidiary Guarantor will remain bound under this Article 11 X notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Holdings and each Each Subsidiary Guarantor waive waives notice of any default under the Notes Securities or the Guaranteed Obligations. The obligations of Holdings and each Subsidiary Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Notes Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f) except as set forth in Section 11.0710.6, any change in the ownership of Holdings or such Subsidiary Guarantor. Holdings and each Each Subsidiary Guarantor further agrees that its Subsidiary Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 8.4, 10.2 and 11.07 hereof10.6, the obligations of Holdings and each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings and each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations obligations, or by any other act or thing or omission or delay to do any -98- other act or thing which may or might in any manner, manner or to any extent, extent vary the risk of such Holdings or such Subsidiary Guarantor or would otherwise operate as a discharge of Holdings or such Subsidiary Guarantor as a matter of law or equity. Holdings and each Each Subsidiary Guarantor further agrees that its Subsidiary Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation Indebtedness is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, Holdings and each Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1) the unpaid amount of such Guaranteed Obligations, (2) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. Holdings and each Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12Obligations. Holdings and each Each Subsidiary Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations may be accelerated as provided in Article 6 VI for the purposes of Holdings’ or such Subsidiary Guarantor’s 's Subsidiary Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed ObligationsObligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6VI, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Subsidiary Guarantor for the purposes of this Section. Holdings and each Each Subsidiary Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees and expenses' fees) incurred by the Trustee or any Holder in enforcing any rights under this SectionSection 10.1.
Appears in 1 contract
Samples: Security Agreement (Cummins Inc)
Guarantees. Holdings and each Each Guarantor of Securities hereby unconditionally and irrevocably guarantees, jointly and severally, on an unsecured senior basis to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of, of and interest on, on the Notes Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and with respect to the Notes Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and with respect to the Notes Securities (all the foregoing foregoing, being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Each Guarantor of Securities further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Guarantor and that Holdings and such Guarantor will remain bound under this Article 11 notwithstanding any extension or renewal of any Guaranteed Obligationobligation. Holdings and each Each Guarantor of Securities waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Holdings and each Each Guarantor waive of Securities waives notice of any default under the Notes Securities or the Guaranteed Obligations. The obligations of Holdings and each Guarantor hereunder of Securities shall not be affected by (a1) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any Guarantor) under this Indenture, Indenture with respect to the Notes Securities or any other agreement or otherwise; (b2) any extension or renewal of any thereof; (c3) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, Indenture with respect to the Notes Securities or any other agreement; (d4) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e5) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f6) except as set forth in Section 11.0711.06, any change in the ownership of Holdings or such Guarantor. Holdings and each Each Guarantor of Securities further agrees that its Securities Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security Security held for payment of the Guaranteed Obligations. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 9.01, 11.02 and 11.07 hereof11.06, the obligations of Holdings and each Guarantor of Securities hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings and each Guarantor of Securities herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, Indenture with respect to the Notes Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner, manner or to any extent, extent vary the risk of such Holdings or such Guarantor or would otherwise operate as a discharge of Holdings or such Guarantor as a matter of law or equity. Holdings and each Each Guarantor of Securities further agrees that its Securities Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder of Securities or the Trustee has at law or in equity against Holdings or any Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, Holdings and each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1A) the unpaid amount of such Guaranteed Obligations, (2B) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3C) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. Holdings and each Each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Guarantor further Securities agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (xi) the maturity of the Guaranteed Obligations hereby may be accelerated as provided in Article 6 for the purposes of Holdings’ or such Guarantor’s Securities Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed ObligationsObligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this SectionSection 11.01. Holdings and each Each Guarantor of Securities also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred by the Trustee or any Holder in enforcing any rights under this SectionSection 11.01.
Appears in 1 contract
Samples: Indenture (Transocean Ltd.)
Guarantees. Holdings and Subject to the provisions of this Article X, each Guarantor hereby fully, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, jointly and severallyseverally with each other Guarantor, to each Holder and of the Notes, to the extent lawful, and the Trustee and its successors and assigns (a) the full and punctual payment of principal of, and interest on, the Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture principal of, premium, if any, and interest on the Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Company or any Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding and the obligations under Section 7.6) and the Collateral Documents (all the foregoing being hereinafter collectively called the “Guaranteed Guarantor Obligations”). Holdings and each Each Guarantor further agree agrees (to the extent lawful) that the Guaranteed Guarantor Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Guarantor it, and that Holdings and such Guarantor will it shall remain bound under this Article 11 X notwithstanding any extension or renewal of any Guaranteed Guarantor Obligation. Holdings and each Each Guarantor waives (to the extent lawful) presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Guarantor Obligations and also waives (to the extent lawful) notice of protest for nonpayment. Holdings and each Each Guarantor waive waives (to the extent lawful) notice of any default under the Notes or the Guaranteed Guarantor Obligations. The Each Guarantor further agrees that its Guarantee herein constitutes a Guarantee of payment when due (and not a Guarantee of collection) and waives any right to require that any resort be had by any Holder to any security held for payment of the Guarantor Obligations. Except as set forth in Section 4.2, Section 10.2 and Article VIII, the obligations of Holdings and each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Guarantor Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not (to the extent lawful) be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guarantor Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not (to the extent lawful) be discharged or impaired or otherwise affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person person under this Indenture, the Notes Notes, the Collateral Documents the Intercreditor Agreement or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes Notes, the Collateral Documents, the First Lien Intercreditor Agreement, the Intercreditor Agreement or any other agreement; (d) the release of any security held by any Holder or the Trustee Collateral Agent for the Guaranteed Guarantor Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the ObligationsGuarantor; or (f) except as set forth in Section 11.07, any change in the ownership of Holdings or such Guarantor. Holdings and each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment, performance and compliance when due the Company; (and not a guarantee of collectiong) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 and 11.07 hereof, the obligations of Holdings and each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings and each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations Guarantor Obligations; or by (h) any other act or thing or omission or delay to do any other act or thing which may or might in any manner, manner or to any extent, extent vary the risk of such Holdings or such any Guarantor or would otherwise operate as a discharge of Holdings or such Guarantor as a matter of law or equity. Holdings Each Guarantor agrees that its Guarantee herein shall remain in full force and each effect until payment in full of all the Guarantor Obligations or such Guarantor is released from its Guarantee in compliance with Section 4.2, Section 10.2 and Article VIII. Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of of, premium, if any, or interest on any Guaranteed Obligation of the Guarantor Obligations is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Guarantor by virtue hereof, upon the failure of the Company to pay any of the principal of or interest on any Guaranteed Obligation Guarantor Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, Holdings and each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders Trustee or the Trustee on behalf of the Holders an amount equal to the sum of (1i) the unpaid amount of such Guaranteed Obligations, Guarantor Obligations then due and owing and (2ii) accrued and unpaid interest on such Guaranteed Guarantor Obligations then due and owing (but only to the extent not prohibited by law) and (3) all other monetary Guaranteed Obligations including interest accruing after the filing of any petition in bankruptcy or the commencement of any insolvency, reorganization or like proceeding relating to the Company to the Holders and the Trusteeor any Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding). Holdings and each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Each Guarantor further agrees that, as between itsuch Guarantor, on the one hand, and the Holders and the TrusteeHolders, on the other hand, (x) the maturity of the Guaranteed Guarantor Obligations guaranteed hereby may be accelerated as provided in Article 6 this Indenture for the purposes of Holdings’ or such Guarantor’s its Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, Guarantor Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Guaranteed Obligations as provided in Article 6Guarantor Obligations, such Guaranteed Guarantor Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such the Guarantor for the purposes of this SectionGuarantee. Holdings and each Each Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred by the Trustee or any Holder the Holders in enforcing any rights under this Section. Neither the Company nor the Guarantors shall be required to make a notation on the Notes to reflect any Guarantee or any release, termination or discharge thereof and any such notation shall not be a condition to the validity of any Guarantee.
Appears in 1 contract
Samples: Indenture (Reddy Ice Holdings Inc)
Guarantees. Holdings and each Each Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal ofof (and premium, if any) and interest on, on the Notes Securities when due, whether at maturityStated Maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company Issuer under this Indenture and the Notes Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company Issuer under this Indenture and the Notes Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Each Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Guarantor Guarantor, and that Holdings and such Guarantor will remain bound under this Article 11 Thirteen notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each Each Guarantor waives presentation to, demand of, payment from and protest to the Company Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Holdings and each Each Guarantor waive waives notice of any default under the Notes Securities or the Guaranteed Obligations. The obligations of Holdings and each Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company Issuer or any other Person under this Indenture, the Notes Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) except as set forth in Section 11.07, any change in the ownership of Holdings or such Guarantor. Holdings and each Each Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 805, 806, 1017, 1019, 1202, 1203, 1303 and 11.07 hereof1308, the obligations of Holdings and each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings and each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner, manner or to any extent, extent vary the risk of such Holdings or such Guarantor or would otherwise operate as a discharge of Holdings or such Guarantor as a matter of law or equity. Holdings and each Each Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of (or premium, if any) or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company Issuer or otherwise. In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Guarantor by virtue hereof, upon the failure of the Company Issuer to pay the principal of (or premium, if any) or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturityStated Maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, Holdings and each Guarantor hereby promises to and shallwill, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1i) the unpaid amount of such Guaranteed Obligations, (2ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3iii) all other monetary Guaranteed Obligations of the Company Issuer to the Holders and the Trustee. Holdings and each Each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations guaranteed hereby until payment in full in cash of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12Obligations. Holdings and each Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 Five for the purposes of Holdings’ or such Guarantor’s Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed ObligationsObligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6Five, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this Section. Holdings and each Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred by the Trustee or any Holder in enforcing any rights under this Section.Section 1301. 103
Appears in 1 contract
Guarantees. Holdings and each Each Guarantor hereby jointly and severally irrevocably and unconditionally and irrevocably guarantees, jointly as a primary obligor and severallynot merely as a surety, subject to Article Twelve herein, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of, and interest on, the Notes when due, whether at maturitythe Maturity Date, by acceleration, by redemption or otherwise, of all Obligations of the Company under this Indenture (including obligations to the Trustee) and the Notes, whether for payment of principal of, interest on or liquidated damages in respect of the Notes and all other monetary obligations of the Company under this Indenture and the Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company whether for expenses, indemnification or otherwise under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”"GUARANTEED OBLIGATIONS"). Holdings and each Each Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or each such 77 Guarantor, and that each such Guarantor and that Holdings and such Guarantor will shall remain bound under this Article 11 Eleven notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each Each Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Holdings and each Each Guarantor waive waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of Holdings and each Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f) except as set forth in Section 11.07, any change in the ownership of Holdings such Guarantor, except as provided in Section 11.02(b). Each Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among the Guarantors, such that such Guarantor's obligations would be less than the full amount claimed. Each Guarantor hereby waives any right to which it may be entitled to have the assets of the Company first be used and depleted as payment of the Company's or such Guarantor's obligations hereunder prior to any amounts being claimed from or paid by such Guarantor hereunder. Holdings and each Each Guarantor hereby waives any right to which it may be entitled to require that the Company be sued prior to an action being initiated against such Guarantor. Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Each Guarantee is, The Obligations of each Guarantor to the extent Holders of the Notes and in to the manner set forth in Article 12 hereof, subordinated Trustee pursuant to the Guarantee of such Guarantor and this Indenture are expressly subordinate and subject in right of payment to the prior payment in full in cash or Cash Equivalents of the principal of and premium, if any, and interest on all Guarantor Senior Debt of Holdings or such Guarantor, as to the case may be, extent and each Guarantee is made subject to such provisions of this Indenturein the manner provided in Article Twelve. Except as expressly set forth in Sections 8.02(b), 11.02 and 11.07 hereof11.06, the obligations of Holdings and each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings and each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, delay willful or otherwise, in the performance of the obligations obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner, manner or to any extent, extent vary the risk of such Holdings or such any Guarantor or would otherwise operate as a discharge of Holdings or such any Guarantor as a matter of law or equity. Holdings Each Guarantor agrees that its Guarantee shall remain in full force and each effect until payment in full of all the Guaranteed Obligations. Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, Holdings and each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1i) the unpaid principal amount of such Guaranteed ObligationsObligations then due and owing, (2ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3iii) all other monetary Guaranteed Obligations obligations of the Company to the Holders and the Trustee. Holdings and each Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12Twelve. Holdings and each Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 Six for the purposes of Holdings’ or such Guarantor’s any Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed ObligationsObligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6Six, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this SectionSection 11.01. Holdings and each Each Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ ' fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this SectionSection 11.01. Upon request of the Trustee, each Guarantor shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.
Appears in 1 contract
Samples: Dade Behring Holdings Inc
Guarantees. Holdings Holdings, the Company and each Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of, and interest on, the Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company Issuer under this Indenture and the Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company Issuer under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Holdings Holdings, the Company and each Guarantor further agree that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings Holdings, the Company or such Guarantor and that Holdings Holdings, the Company and such Guarantor will remain bound under this Article 11 notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings Holdings, the Company and each Guarantor waives presentation to, demand of, payment from and protest to the Company Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Holdings Holdings, the Company and each Guarantor waive notice of any default under the Notes or the Guaranteed Obligations. The obligations of Holdings Holdings, the Company and each Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company Issuer or any other Person under this Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) except as set forth in Section 11.07, any change in the ownership of Holdings or such Guarantor. Holdings Holdings, the Company and each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premiumpremium and Additional Amounts, if any, and interest on all Senior Debt of Holdings Holdings, the Company or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 and 11.07 hereof, the obligations of Holdings Holdings, the Company and each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings Holdings, the Company and each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner, or to any extent, vary the risk of such Holdings or such Guarantor or would otherwise operate as a discharge of Holdings Holdings, the Company or such Guarantor as a matter of law or equity. Holdings Holdings, the Company and each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, at any time, payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company Issuer or otherwise. In furtherance of the foregoing, and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings Holdings, the Company or any Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, Holdings Holdings, the Company and each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1) the unpaid amount of such Guaranteed Obligations, (2) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3) all other monetary Guaranteed Obligations of the Company Issuer to the Holders and the Trustee. Holdings Holdings, the Company and each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings Holdings, the Company and each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations may be accelerated as provided in Article 6 for the purposes of Holdings’ ’, the Company’s or such Guarantor’s Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings Holdings, the Company or such Guarantor for the purposes of this Section. Holdings Holdings, the Company and each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section.
Appears in 1 contract
Samples: TransDigm Group INC
Guarantees. Holdings Each Guarantor party hereto unconditionally guarantees, as a primary obligor and each Guarantor hereby unconditionally and irrevocably guaranteesnot merely as a surety, jointly and severallyseverally with each other Guarantor party hereto, to each Holder and to the Trustee and its successors and assigns (a) the full due and punctual payment of the principal of, of and interest onon the Revolving Loans and of all other Obligations, the Notes when and as due, whether at maturity, by acceleration, by redemption notice or prepayment or otherwise, and all other monetary obligations of the Company under this Indenture and the Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Each Guarantor party hereto further agree agrees that the Guaranteed Obligations may be extended or and renewed, in whole or in part, without notice to or further assent from Holdings or such Guarantor it, and that Holdings and such Guarantor it will remain bound under this Article 11 upon its guarantee notwithstanding any extension or renewal of any Guaranteed ObligationObligations. Holdings and To the fullest extent permitted by law, each Guarantor party hereto waives presentation presentment to, demand of, of payment from and protest to the Company Borrowers or any other Person of any of the Guaranteed Obligations Obligations, and also waives notice of acceptance of its guarantee and notice of protest for nonpayment. Holdings and each Guarantor waive notice of any default under To the Notes or fullest extent permitted by law, the Guaranteed Obligations. The obligations of Holdings and each a Guarantor party hereto hereunder shall not be affected by (a) the failure of the Agent or any Holder or the Trustee Lender to assert any claim or demand or to enforce any right or remedy against the Company any Borrower or any other Person Guarantor under the provisions of this Indenture, the Notes Agreement or any of the other agreement Loan Documents or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this IndentureAgreement, any of the Notes other Loan Documents, any guarantee or any other agreement; (dc) the release of any security held by the Agent or any Holder or the Trustee Lender for the Guaranteed Obligations or any of them; or (ed) the failure of the Agent or any Holder or the Trustee Lender to exercise any right or remedy against any other guarantor Guarantor of the Obligations; or (f) except as set forth in Section 11.07, any change in the ownership of Holdings or such Guarantor. Holdings and each Each Guarantor party hereto further agrees that its Guarantee herein guarantee constitutes a guarantee of payment, performance and compliance payment when due (and not a guarantee of collection) , and waives any right to require that any resort be had by the Agent or any Holder or the Trustee Lender to any security (if any) held for payment of the Guaranteed Obligations. Each Guarantee is, Revolving Loan or to any balance of any deposit account or credit on the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full books of the principal Agent or any Lender in favor of and premium, if any, and interest on all Senior Debt of Holdings any Borrower or such Guarantor, as any other Person. To the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 and 11.07 hereoffullest extent permitted by law, the obligations of Holdings and each Guarantor party hereto hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including including, without limitation, any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of or setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of any of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, to the fullest extent permitted by law, the obligations of Holdings and each Guarantor herein party hereto hereunder shall not be discharged or impaired or otherwise affected by the failure of the Agent or any Holder or the Trustee Lender to assert any claim or demand or to enforce any remedy under this IndentureAgreement or under any other Loan Document, the Notes any guarantee or any other agreement, by any waiver or modification of any provision thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner, manner or to any extent, extent vary the risk of such Holdings or such Guarantor or would otherwise operate as a discharge of Holdings or such Guarantor as a matter of law or equity. Holdings and each Each Guarantor party hereto further agrees that its Guarantee herein guarantee shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal or of or interest on any Guaranteed Obligation Revolving Loan or any other Obligations is rescinded or must otherwise be restored returned by the Agent or any Holder or the Trustee Lender upon the bankruptcy or reorganization of any Guarantor (other than the Company Case) or otherwise. In furtherance Each Guarantor party hereto hereby waives and releases all rights of the foregoingsubrogation against each Loan Party and its property and all rights of indemnification, contribution and reimbursement from each Loan Party and its property, in each case in connection with this guarantee and any payments made hereunder, and not in limitation regardless of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Guarantor whether such rights arise by virtue hereofoperation of law, upon the failure of the Company pursuant to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption contract or otherwise, or to perform or comply with any other Guaranteed Obligation, Holdings and each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1) the unpaid amount of such Guaranteed Obligations, (2) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. Holdings and each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations may be accelerated as provided in Article 6 for the purposes of Holdings’ or such Guarantor’s Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this Section. Holdings and each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section.
Appears in 1 contract
Guarantees. Holdings and each Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of, of and interest on, on the Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture Indenture, the Notes, the Purchase Agreement and the Notes Collateral Documents (all the foregoing obligations of the Company being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Each Subsidiary Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Subsidiary Guarantor and that Holdings and such Subsidiary Guarantor will remain bound under this Article 11 notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Holdings and each Each Subsidiary Guarantor waive waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of Holdings and each Subsidiary Guarantor hereunder shall not be affected by (a1) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any Subsidiary Guarantor) under this Indenture, the Notes or any other agreement or otherwise; (b2) any extension or renewal of any thereof; (c3) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (d4) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e5) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f6) except as set forth in Section 11.0711.06, any change in the ownership of Holdings or such Subsidiary Guarantor. Holdings and each Each Subsidiary Guarantor further agrees that its Guarantee Subsidiary Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 8.02, 11.02 and 11.07 hereof11.06, the obligations of Holdings and each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings and each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner, manner or to any extent, extent vary the risk of such Holdings or such Subsidiary Guarantor or would otherwise operate as a discharge of Holdings or such Subsidiary Guarantor as a matter of law or equity. Holdings and each Each Subsidiary Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, Holdings and each Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1A) the unpaid amount of such Guaranteed Obligations, (2B) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3C) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. Holdings and each Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12Obligations. Holdings and each Each Subsidiary Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (xi) the maturity of the Guaranteed Obligations hereby may be accelerated as provided in Article 6 for the purposes of Holdings’ or such Subsidiary Guarantor’s Guarantee 's Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed ObligationsObligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Subsidiary Guarantor for the purposes of this Section. Holdings and each Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses' fees) incurred by the Trustee or any Holder in enforcing any rights under this Section.
Appears in 1 contract
Samples: Integrated Alarm Services (Integrated Alarm Services Group Inc)
Guarantees. Holdings and each Guarantor Each Restricted Subsidiary of Alderwoods that is a Wholly Owned Subsidiary organized under the laws of any state or commonwealth of the United States (other than the Excluded Subsidiaries) hereby unconditionally and irrevocably guaranteesguarantees (in such capacity, a "SUBSIDIARY GUARANTOR"), jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of, premium, if any, and interest on, on the Five-Year Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company Alderwoods under this Indenture and the Five-Year Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company Alderwoods under this Indenture and the Five-Year Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”"OBLIGATIONS"). Holdings and each Each Subsidiary Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Subsidiary Guarantor and that Holdings and such Subsidiary Guarantor will remain bound under this Article 11 12 notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company Alderwoods of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Holdings and each Each Subsidiary Guarantor waive waives notice of any default under the Five-Year Notes or the Guaranteed Obligations. The obligations of Holdings and each Subsidiary Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company Alderwoods or any other Person under this Indenture, the Five-Year Notes or any other agreement or otherwise; , (b) any extension or renewal of any thereof; , (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Five-Year Notes or any other agreement; , (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; , (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; , or (f) except as set forth in Section 11.0712.06, any change in the ownership of Holdings or such Subsidiary Guarantor. Holdings and each Each Subsidiary Guarantor further agrees that its Subsidiary Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 8.01, 8.02, 12.02 and 11.07 hereof12.06, the obligations of Holdings and each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings and each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Five-Year Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful wilful or otherwise, in the performance of the obligations obligations, or by any other act or thing or omission or delay to do any other act or thing which that may or might in any manner, manner or to any extent, extent vary the risk of such Holdings or such Subsidiary Guarantor or would otherwise operate as a discharge of Holdings or such Subsidiary Guarantor as a matter of law or equity. Holdings and each Each Subsidiary Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of of, premium, if any, or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company Alderwoods or otherwise. In furtherance of the foregoing, foregoing and not in limitation of any other right which that any Holder or the Trustee has at law or in equity against Holdings or any Subsidiary Guarantor by virtue hereof, upon the failure of the Company Alderwoods to pay the principal of of, premium, if any, or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, Holdings and each Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1a) the unpaid amount of such Guaranteed Obligations, (2b) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3c) all other monetary Guaranteed Obligations of the Company Alderwoods to the Holders and the Trustee. Holdings and each Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (xa) the maturity of the Obligations Guaranteed Obligations hereby may be accelerated as provided in Article 6 for the purposes of Holdings’ or such Subsidiary Guarantor’s 's Subsidiary Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations Guaranteed Obligationshereby, and (yb) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Subsidiary Guarantor for the purposes of this Section. Holdings and each Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses' fees) incurred by the Trustee or any Holder in enforcing any rights under this Section.. 56
Appears in 1 contract
Samples: Loewen Group International Inc
Guarantees. Holdings and each Each Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal ofof (and premium, if any) and interest on, on the Notes Securities when due, whether at maturityStated Maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company Issuer under this Indenture and the Notes Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company Issuer under this Indenture and the Notes Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Each Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Guarantor Guarantor, and that Holdings and such Guarantor will remain bound under this Article 11 Thirteen notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each Each Guarantor waives presentation to, demand of, payment from and protest to the Company Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Holdings and each Each Guarantor waive waives notice of any default under the Notes Securities or the Guaranteed Obligations. The obligations of Holdings and each Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company Issuer or any other Person under this Indenture, the Notes Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) except as set forth in Section 11.07, any change in the ownership of Holdings or such Guarantor. Holdings and each Each Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 805, 806, 1017, 1019, 1202, 1203, 1303 and 11.07 hereof1308, the obligations of Holdings and each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings and each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner, manner or to any extent, extent vary the risk of such Holdings or such Guarantor or would otherwise operate as a discharge of Holdings or such Guarantor as a matter of law or equity. Holdings and each Each Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of (or premium, if any) or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company Issuer or otherwise. In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Guarantor by virtue hereof, upon the failure of the Company Issuer to pay the principal of (or premium, if any) or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturityStated Maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, Holdings and each Guarantor hereby promises to and shallwill, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1i) the unpaid amount of such Guaranteed Obligations, (2ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3iii) all other monetary Guaranteed Obligations of the Company Issuer to the Holders and the Trustee. Holdings and each Each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations guaranteed hereby until payment in full in cash of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12Obligations. Holdings and each Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on 107 the other hand, (x) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 Five for the purposes of Holdings’ or such Guarantor’s Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed ObligationsObligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6Five, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this SectionSection 1301. Holdings and each Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred by the Trustee or any Holder in enforcing any rights under this SectionSection 1301.
Appears in 1 contract
Samples: Supplemental Indenture (Level 3 Communications Inc)
Guarantees. Holdings and each Guarantor Each Asset Entity hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee Indenture Trustee, on behalf of the Noteholders and its the other Secured Parties, and the Servicer and their respective successors and assigns (a) the full and punctual timely payment of principal of, of and interest on, on the Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company Issuer and the other Asset Entities under this Base Indenture and the Notes and each other Transaction Document and (b) the full and punctual timely performance within applicable grace periods of all other obligations of the Company Issuer and the other Asset Entities under this Base Indenture and the Notes and all other Transaction Documents (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Guarantor further agree that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Guarantor and that Holdings and such Guarantor will remain bound under this Article 11 notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each Guarantor Each Asset Entity waives presentation to, demand of, payment from and protest to the Company Issuer and the other Asset Entities of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Holdings and each Guarantor waive Each Asset Entity waives notice of any default under the Notes or the other Guaranteed Obligations. The obligations of Holdings and each Guarantor Asset Entity hereunder shall not be affected by (a) the failure of any Holder or the Indenture Trustee or the Servicer to assert any claim or demand or to enforce any right or remedy under the Transaction Documents against the Company any other Obligor or any other Person under this Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Base Indenture, the Notes or any other agreementTransaction Document; (d) the release of any security held by any Holder or the Indenture Trustee for the Guaranteed Obligations or any of them; or (e) the failure of any Holder or the Indenture Trustee or the Servicer to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f) except as set forth in Section 11.07, any change in the ownership of Holdings or such Guarantor. Holdings and each Guarantor Each Asset Entity further agrees that its Guarantee guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Indenture Trustee or the Servicer to any security held for payment of the Guaranteed Obligations. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 and 11.07 hereofherein, the obligations of Holdings and each Guarantor Asset Entity hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings and each Guarantor Asset Entity herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Indenture Trustee or the Servicer to assert any claim or demand or to enforce any remedy under this Base Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner, manner or to any extent, extent vary the risk of such Holdings or such Guarantor Asset Entity or would otherwise operate as a discharge of Holdings or such Guarantor Asset Entity as a matter of law or equity. Holdings and each Guarantor Each Asset Entity further agrees that its Guarantee guaranty herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Indenture Trustee or the Servicer upon the bankruptcy or reorganization of the Company Issuer or otherwise. In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder or the Indenture Trustee or the Servicer has at law or in equity against Holdings or any Guarantor Asset Entity by virtue hereof, upon the failure of the Company Issuer to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, Holdings and each Guarantor Asset Entity hereby promises to and shall, upon receipt of written demand by the Indenture Trustee, on behalf of the Secured Parties, forthwith pay, or cause to be paid, in cash, to the Holders or the Indenture Trustee or the Servicer, as the case may be, an amount equal to the sum of (1i) the unpaid amount of such Guaranteed Obligations, (2ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3iii) all other monetary Guaranteed Obligations of the Company Issuer to the Holders and the Indenture Trustee. Holdings and each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which , the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Guarantor further agrees that, as between it, on the one hand, Back-Up Manager and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations may be accelerated as provided in Article 6 for the purposes of Holdings’ or such Guarantor’s Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this SectionServicer. Holdings and each Guarantor Each Asset Entity also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expensesexpenses and court costs) incurred by the Indenture Trustee or any Holder the Servicer in enforcing any rights under this Section.. Notwithstanding any payment made by any Asset Entity hereunder, such Asset Entity shall not be entitled to be subrogated to any of the rights of the Indenture Trustee against the Issuer or any collateral security or guarantee or right of offset held by the Indenture Trustee for the payment of the Obligations, nor shall the Asset Entity seek or be entitled to seek any contribution or reimbursement from the Issuer in respect of payments made by the Asset Entity hereunder, until the Obligations are paid in full. If any amount shall be paid to an Asset Entity on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held by such Asset Entity in trust for the Indenture Trustee, segregated from other funds of such Asset Entity, and shall, forthwith upon receipt by such Asset Entity, be turned over to the Indenture Trustee in the exact form received by such Asset Entity (duly indorsed by such Asset Entity, as applicable, to the Indenture Trustee, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Indenture Trustee may determine. 126
Appears in 1 contract
Samples: Base Indenture (Tucows Inc /Pa/)
Guarantees. Holdings and each Each Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal ofof (and premium, if any) and interest on, on the Notes Securities when due, whether at maturityStated Maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company Issuer under this Indenture and the Notes Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company Issuer under this Indenture and the Notes Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Each Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Guarantor Guarantor, and that Holdings and such Guarantor will remain bound under this Article 11 Thirteen notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each Each Guarantor waives presentation to, demand of, payment from and protest to the Company Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Holdings and each Each Guarantor waive waives notice of any default under the Notes Securities or the Guaranteed Obligations. The obligations of Holdings and each Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company Issuer or any other Person under this Indenture, the Notes Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) except as set forth in Section 11.07, any change in the ownership of Holdings or such Guarantor. Holdings and each Each Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 805, 806, 1017, 1019, 1202, 1203, 1303 and 11.07 hereof1308, the obligations of Holdings and each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings and each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner, manner or to any extent, extent vary the risk of such Holdings or such Guarantor or would otherwise operate as a discharge of Holdings or such Guarantor as a matter of law or equity. Holdings and each Each Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of (or premium, if any) or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company Issuer or otherwise. In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Guarantor by virtue hereof, upon the failure of the Company Issuer to pay the principal of (or premium, if any) or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturityStated Maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, Holdings and each Guarantor hereby promises to and shallwill, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1i) the unpaid amount of such Guaranteed Obligations, (2ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3iii) all other monetary Guaranteed Obligations of the Company Issuer to the Holders and the Trustee. Holdings and each Each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations guaranteed hereby until payment in full in cash of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12Obligations. Holdings and each Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 Five for the purposes of Holdings’ or such Guarantor’s Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed ObligationsObligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6Five, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this SectionSection 1301. Holdings and each Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred by the Trustee or any Holder in enforcing any rights under this SectionSection 1301.
Appears in 1 contract
Guarantees. Holdings and each Each Subsidiary Guarantor hereby unconditionally and irrevocably guaranteesGuarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of, of and interest on, on the Notes Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Notes Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes Securities (all the foregoing being hereinafter collectively called the “Guaranteed "Obligations”"). Holdings and each Each Subsidiary Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Subsidiary Guarantor and that Holdings and such Subsidiary Guarantor will remain bound under this Article 11 X notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Holdings and each Each Subsidiary Guarantor waive waives notice of any default under the Notes Securities or the Guaranteed Obligations. The obligations of Holdings and each Subsidiary Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Notes Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) except as set forth in Section 11.07, any change in the ownership of Holdings or such Subsidiary Guarantor. Holdings and each Each Subsidiary Guarantor further agrees that its Guarantee Subsidiary Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 8.01(b), 10.02 and 11.07 hereof10.06, the obligations of Holdings and each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings and each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner, manner or to any extent, extent vary the risk of such Holdings or such Subsidiary Guarantor or would otherwise operate as a discharge of Holdings or such Subsidiary Guarantor as a matter of law or equity. Holdings and each Each Subsidiary Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, Holdings and each Subsidiary Guarantor hereby promises to and shallwill, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1i) the unpaid amount of such Guaranteed Obligations, (2ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3iii) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. Holdings and each Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Obligations Guaranteed Obligations hereby may be accelerated as provided in Article 6 VI for the purposes of Holdings’ or such Subsidiary Guarantor’s Guarantee 's Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed ObligationsObligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations obligations as provided in Article 6VI, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Subsidiary Guarantor for the purposes of this Section. Holdings and each Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses' fees) incurred by the Trustee or any Holder in enforcing any rights under this Section.
Appears in 1 contract
Guarantees. Holdings and each Each Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of, of and interest on, on the Notes when due, whether at maturity, maturity or by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Each Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Guarantor and that Holdings and such Guarantor will remain bound under this Article 11 13 notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each Each Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Holdings and each Each Guarantor waive waives notice of any default Default under the Notes or the Guaranteed Obligations. The obligations of Holdings and each Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) except as set forth in Section 11.0713.06, any change in the ownership of Holdings or such Guarantor. Holdings and each Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Each Guarantee is, to the extent and in the manner set forth in Article 12 14 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, Guarantor and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 and 11.07 hereof, the obligations of Holdings and each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings and each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner, or to any extent, vary the risk of such Holdings or such Guarantor or would otherwise operate as a discharge of Holdings or such Guarantor as a matter of law or equity. Holdings and each Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing, and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, Holdings and each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1) the unpaid amount of such Guaranteed Obligations, (2) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. Holdings and each Each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 1214. Holdings and each Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations may be accelerated as provided in Article 6 for the purposes of Holdings’ or such Guarantor’s Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this Section. Holdings and each Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred by the Trustee or any Holder in enforcing any rights under this Section.
Appears in 1 contract
Samples: Indenture (Jarden Corp)
Guarantees. Holdings and each Each Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of, of and interest on, on the Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company Issuer under this Indenture and the Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company Issuer under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Each Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Guarantor and that Holdings and such Guarantor will remain bound under this Article 11 10 notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each Each Guarantor waives presentation to, demand of, payment from and protest to the Company Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Holdings and each Each Guarantor waive waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of Holdings and each Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company Issuer or any other Person under this Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) except as set forth in Section 11.0710.06, any change in the ownership of Holdings or such Guarantor. Holdings and each Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 and 11.07 hereof, the obligations of Holdings and each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings and each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner, or to any extent, vary the risk of such Holdings or such Guarantor or would otherwise operate as a discharge of Holdings or such Guarantor as a matter of law or equity. Holdings and each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company Issuer or otherwise. In furtherance of the foregoing, and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, Holdings and each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1) the unpaid amount of such Guaranteed Obligations, (2) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. Holdings and each Each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12Obligations. Holdings and each Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations may be accelerated as provided in Article 6 for the purposes of Holdings’ or such Guarantor’s Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this Section. Holdings and each Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred by the Trustee or any Holder in enforcing any rights under this Section.
Appears in 1 contract
Samples: Indenture (TUTOR PERINI Corp)
Guarantees. Holdings Each Guarantor unconditionally guarantees, as a primary obligor and each Guarantor hereby unconditionally and irrevocably guaranteesnot merely as a surety, jointly and severallyseverally with each other Guarantor, to each Holder and to the Trustee and its successors and assigns (a) the full due and punctual payment of the principal of, of and interest onon the Bridge Note, the Notes when and as due, whether at maturity, by acceleration, by redemption notice of prepayment or otherwise, and all other monetary obligations of the Company under this Indenture and the Notes and (b) the full due and punctual payment and performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Each Guarantor further agree agrees that the Guaranteed Obligations may be extended or and renewed, in whole or in part, without notice to or further assent from Holdings or such Guarantor it, and that Holdings and such Guarantor it will remain bound under this Article 11 upon its guarantee notwithstanding any extension or renewal of any Guaranteed ObligationObligations. Holdings and each Each Guarantor waives presentation presentment to, demand of, of payment from and protest to the Company Borrowers of any of the Guaranteed Obligations Obligations, and also waives notice of acceptance of its guarantee and notice of protest for nonpayment. Holdings and each Guarantor waive notice of any default under the Notes or the Guaranteed Obligations. The obligations of Holdings and each a Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee Lender to assert any claim or demand or to enforce any right or remedy against the Company Borrowers or any other Person Guarantor under the provisions of this IndentureAgreement, the Notes Bridge Note or any of the other agreement Loan Documents or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this IndentureAgreement, the Notes Bridge Note, any of the other Loan Documents, any guarantee or any other agreement; (dc) the release of any security held by any Holder or the Trustee Lender for the Guaranteed Obligations or any of them; or (ed) the failure of any Holder or the Trustee Lender to exercise any right or remedy against any other guarantor Guarantor of the Obligations; or (fe) except as set forth in Section 11.07the failure of the Lender to take, register, perfect or preserve any change in security for any of the ownership of Holdings or such GuarantorObligations. Holdings and each Each Guarantor further agrees that its Guarantee herein guarantee constitutes a guarantee of payment, performance and compliance payment when due (and not a guarantee of collection) , and waives any right to require that any resort be had by any Holder or the Trustee Lender to any security (including, without limitation, any Collateral) held for payment of the Guaranteed Obligations. Each Guarantee is, Obligations or to any balance of any deposit account or credit on the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full books of the principal Lender in favor of and premium, if any, and interest on all Senior Debt of Holdings the Borrower or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indentureany other Person. Except as expressly set forth in Sections 11.02 and 11.07 hereof, the The obligations of Holdings and each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including including, without limitation, any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of or setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings and each Guarantor herein hereunder shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee Lender to assert any claim or demand or to enforce any remedy under this IndentureAgreement, the Notes Bridge Note or under any other Loan Document, any guarantee or any other agreement, by any waiver or modification of any provision thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might otherwise in any manner, manner or to any extent, extent vary the risk or reduce or extinguish the liability of such Holdings or such Guarantor or would otherwise operate as a discharge of Holdings or such Guarantor as a matter of law or equity. Holdings and each Each Guarantor further agrees that its Guarantee herein guarantee shall be a continuing guarantee and shall stand as a guarantee of full and final payment and performance of all Obligations from time to time and shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored returned by any Holder or the Trustee Lender upon the bankruptcy or reorganization of the Company Borrower or otherwise. In furtherance Each Guarantor hereby waives and releases in favor of the foregoing, and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, Holdings and each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1) the unpaid amount of such Guaranteed Obligations, (2) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3) Lender all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. Holdings and each Guarantor agrees that it shall not be entitled to any right rights of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations may be accelerated as provided in Article 6 for the purposes of Holdings’ against or such Guarantor’s Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed ObligationsBorrowers and their property and all rights of indemnification, contribution and reimbursement from the Borrowers and their property, in each case in connection with this guarantee and any payments made hereunder, and (y) regardless of whether such rights arise by operation of law, pursuant to contract or otherwise until such time as the Obligations have been fully and finally performed and paid. Notwithstanding anything in this Agreement or any other Loan Document to the contrary, the obligations of the Individual Guarantors are limited-recourse obligations of such Individual Guarantor payable solely from the Collateral pledged by such Individual Guarantor under the Individual Guarantors's Pledge Agreement. Accordingly, the Individual Guarantors shall not be personally liable, or incur any personal liability for the payment or performance of any obligation contained herein or in the event other Loan Documents (except to the extent of any declaration of acceleration of such Guaranteed Obligations as provided their right, title and interest in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for Collateral pledged pursuant to the purposes of this Section. Holdings and each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this SectionIndividual Guarantors's Pledge Agreement).
Appears in 1 contract
Samples: Pledge and Security Agreement (Spanish Broadcasting System Finance Corp)
Guarantees. Holdings and each Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of, and interest on, the Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Guarantor further agree that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Guarantor and that Holdings and such Guarantor will remain bound under this Article 11 notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Holdings and each Guarantor waive notice of any default under the Notes or the Guaranteed Obligations. The obligations of Holdings and each Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) except as set forth in Section 11.07, any change in the ownership of Holdings or such Guarantor. Holdings and each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 and 11.07 hereof, the obligations of Holdings and each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings and each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner, or to any extent, vary the risk of such Holdings or such Guarantor or would otherwise operate as a discharge of Holdings or such Guarantor as a matter of law or equity. Holdings and each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, at any time, payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing, and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, Holdings and each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1) the unpaid amount of such Guaranteed Obligations, (2) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. Holdings and each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations may be accelerated as provided in Article 6 for the purposes of Holdings’ or such Guarantor’s Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this Section. Holdings and each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section.or
Appears in 1 contract
Samples: TransDigm Group INC
Guarantees. Holdings and each Guarantor The Subsidiary Guarantors hereby unconditionally guarantee, on a senior unsecured basis and irrevocably guaranteesas primary obligor and not merely as surety, jointly and severallyseverally with each other Subsidiary Guarantor, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of, and interest on, the Notes when due, whether at maturity, by acceleration, by redemption or otherwise, of the principal of, premium, if any, and interest on the Notes and all other monetary obligations and liabilities of the Company Issuers under this Indenture and (including without limitation interest accruing after the Notes and (bfiling of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Company, QS Wholesale or any Subsidiary Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Holdings and The Obligations of each of the Subsidiary Guarantors under the Notes Guarantees shall rank equally in right of payment with other Indebtedness of each such Subsidiary Guarantor, except to the extent such other Indebtedness is expressly subordinate to the obligations arising under the Notes Guarantee. Each Subsidiary Guarantor further agree agrees (to the extent permitted by law) that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Guarantor it, and that Holdings and such Guarantor will it shall remain bound under this Article 11 X notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each Each Subsidiary Guarantor waives presentation to, demand of, of payment from and protest to the Company Issuers of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Holdings and each Each Subsidiary Guarantor waive waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of Holdings and each Subsidiary Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company Issuers or any other Person person under this Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the ObligationsSubsidiary Guarantor; or (f) except as set forth in Section 11.07, any change in the ownership of Holdings the Company or such GuarantorQS Wholesale. Holdings and each Each Subsidiary Guarantor further agrees that its Guarantee herein constitutes a guarantee Guarantee of payment, performance and compliance payment when due (and not a guarantee Guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 and 11.07 hereof, the The obligations of Holdings and each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reasonreason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings and each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner, manner or to any extent, extent vary the risk of such Holdings or such any Subsidiary Guarantor or would otherwise operate as a discharge of Holdings or such Subsidiary Guarantor as a matter of law or equity. Holdings Each Subsidiary Guarantor agrees that its Guarantee herein shall remain in full force and each effect until payment in full of all the Obligations or such Subsidiary Guarantor is released from its Guarantee upon the merger, amalgamation or the sale of all the Capital Stock or all or substantially all of the assets of the Subsidiary Guarantor in compliance with Section 10.2 or otherwise in accordance with the terms of this Indenture. Each Subsidiary Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation of the Obligations is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company Issuers or otherwise. In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Subsidiary Guarantor by virtue hereof, upon the failure of the Company Issuers to pay any of the principal of or interest on any Guaranteed Obligation Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, Holdings and each Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1i) the unpaid amount of such Guaranteed Obligations, Obligations then due and owing and (2ii) accrued and unpaid interest on such Guaranteed Obligations then due and owing (but only to the extent not prohibited by law) and (3) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee). Holdings and each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Each Subsidiary Guarantor further agrees that, as between itsuch Subsidiary Guarantor, on the one hand, and the Holders and the TrusteeHolders, on the other hand, (x) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 this Indenture for the purposes of Holdings’ or such Guarantor’s its Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Guaranteed Obligations as provided in Article 6Obligations, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such the Subsidiary Guarantor for the purposes of this SectionGuarantee. Holdings and each Each Subsidiary Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred by the Trustee or any Holder the Holders in enforcing any rights under this SectionSection 10.1.
Appears in 1 contract
Samples: Quiksilver (Quiksilver Inc)
Guarantees. Holdings and each Each Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal ofof (and premium, if any) and interest on, on the Notes Securities when due, whether at maturityStated Maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company Issuer under this Indenture and the Notes Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company Issuer under this Indenture and the Notes Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Each Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Guarantor Guarantor, and that Holdings and such Guarantor will remain bound under this Article 11 Thirteen notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each Each Guarantor waives presentation to, demand of, payment from and protest to the Company Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Holdings and each Each Guarantor waive waives notice of any default under the Notes Securities or the Guaranteed Obligations. The obligations of Holdings and each Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company Issuer or any other Person under this Indenture, the Notes Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) except as set forth in Section 11.07, any change in the ownership of Holdings or such Guarantor. Holdings and each Each Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 805, 806, 1017, 1019, 1202, 1203, 1303 and 11.07 hereof1308, the obligations of Holdings and each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings and each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations obligations, or by any other act or thing or omission or delay to do any other 106 act or thing which may or might in any manner, manner or to any extent, extent vary the risk of such Holdings or such Guarantor or would otherwise operate as a discharge of Holdings or such Guarantor as a matter of law or equity. Holdings and each Each Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of (or premium, if any) or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company Issuer or otherwise. In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Guarantor by virtue hereof, upon the failure of the Company Issuer to pay the principal of (or premium, if any) or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturityStated Maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, Holdings and each Guarantor hereby promises to and shallwill, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1i) the unpaid amount of such Guaranteed Obligations, (2ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3iii) all other monetary Guaranteed Obligations of the Company Issuer to the Holders and the Trustee. Holdings and each Each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations guaranteed hereby until payment in full in cash of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12Obligations. Holdings and each Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 Five for the purposes of Holdings’ or such Guarantor’s Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed ObligationsObligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6Five, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this SectionSection 1301. Holdings and each Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred by the Trustee or any Holder in enforcing any rights under this SectionSection 1301.
Appears in 1 contract
Samples: Supplemental Indenture (Level 3 Communications Inc)
Guarantees. Holdings and each Each Guarantor hereby jointly and severally irrevocably and unconditionally and irrevocably guarantees, jointly as a primary obligor and severallynot merely as a surety, subject to Article Twelve herein, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of, and interest on, the Notes when due, whether at maturitythe Maturity Date, by acceleration, by redemption or otherwise, of all Obligations of the Company under this Indenture (including obligations to the Trustee) and the Notes, whether for payment of principal of, interest on or liquidated damages in respect of the Notes and all other monetary obligations of the Company under this Indenture and the Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company whether for expenses, indemnification or otherwise under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”"GUARANTEED OBLIGATIONS"). Holdings and each Each Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or each such Guarantor, and that each such Guarantor and that Holdings and such Guarantor will shall remain bound under this Article 11 Eleven notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each Each Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Holdings and each Each Guarantor waive waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of Holdings and each Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f) except as set forth in Section 11.07, any change in the ownership of Holdings such Guarantor, except as provided in Section 11.02(b). Each Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among the Guarantors, such that such Guarantor's obligations would be less than the full amount claimed. Each Guarantor hereby waives any right to which it may be entitled to have the assets of the Company first be used and depleted as payment of the Company's or such Guarantor's obligations hereunder prior to any amounts being claimed from or paid by such Guarantor hereunder. Holdings and each Each Guarantor hereby waives any right to which it may be entitled to require that the Company be sued prior to an action being initiated against such Guarantor. 77 Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Each Guarantee is, The Obligations of each Guarantor to the extent Holders of the Notes and in to the manner set forth in Article 12 hereof, subordinated Trustee pursuant to the Guarantee of such Guarantor and this Indenture are expressly subordinate and subject in right of payment to the prior payment in full in cash or Cash Equivalents of the principal of and premium, if any, and interest on all Guarantor Senior Debt of Holdings or such Guarantor, as to the case may be, extent and each Guarantee is made subject to such provisions of this Indenturein the manner provided in Article Twelve. Except as expressly set forth in Sections 8.02(b), 11.02 and 11.07 hereof11.06, the obligations of Holdings and each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings and each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, delay willful or otherwise, in the performance of the obligations obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner, manner or to any extent, extent vary the risk of such Holdings or such any Guarantor or would otherwise operate as a discharge of Holdings or such any Guarantor as a matter of law or equity. Holdings Each Guarantor agrees that its Guarantee shall remain in full force and each effect until payment in full of all the Guaranteed Obligations. Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, Holdings and each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1i) the unpaid principal amount of such Guaranteed ObligationsObligations then due and owing, (2ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3iii) all other monetary Guaranteed Obligations obligations of the Company to the Holders and the Trustee. Holdings and each Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12Twelve. Holdings and each Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 Six for the purposes of Holdings’ or such Guarantor’s any Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed ObligationsObligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6Six, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this SectionSection 11.01. Holdings and each Each Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ ' fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this SectionSection 11.01. Upon request of the Trustee, each Guarantor shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.
Appears in 1 contract
Samples: Dade Behring Inc
Guarantees. Holdings and each Each Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of, of and interest on, on the Notes Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Notes Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Each Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Guarantor and that Holdings and such Guarantor will remain bound under this Article 11 10 notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each Each Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Holdings and each Each Guarantor waive waives notice of any default under the Notes Securities or the Guaranteed Obligations. The obligations of Holdings and each Guarantor hereunder shall not be affected by (a1) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any Guarantor) under this Indenture, the Notes Securities or any other agreement or otherwise; (b2) any extension or renewal of any thereof; (c3) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes Securities or any other agreement; (d4) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e5) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f6) except as set forth in Section 11.0710.06, any change in the ownership of Holdings or such Guarantor. Holdings and each Each Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 7.01(b), 10.02 and 11.07 hereof10.06, the obligations of Holdings and each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings and each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner, manner or to any extent, extent vary the risk of such Holdings or such Guarantor or would otherwise operate as a discharge of Holdings or such Guarantor as a matter of law or equity. Holdings Each Guarantor agrees that its Note Guarantee shall remain in full force and each effect until payment in full of all the Guaranteed Obligations or such Notes Guarantee is released in compliance with Section 10.06 or upon the merger or the sale of all the Capital Stock or assets of the Guarantor in compliance with Section 4.06 or Article 5. Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, Holdings and each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1A) the unpaid amount of such Guaranteed Obligations, (2B) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3C) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. Holdings and each Each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (xi) the maturity of the Guaranteed Obligations hereby may be accelerated as provided in Article 6 for the purposes of Holdings’ or such Guarantor’s Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed ObligationsObligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this Section. Holdings and each Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred by the Trustee or any Holder in enforcing any rights under this Section.
Appears in 1 contract
Guarantees. Holdings Each Guarantor party hereto unconditionally guarantees, as a primary obligor and each Guarantor hereby unconditionally and irrevocably guaranteesnot merely as a surety, jointly and severallyseverally (solidarily) with each other Guarantor party hereto, to each Holder and to the Trustee and its successors and assigns (a) the full due and punctual payment of the principal of, of and interest onon the Revolving Loans and of all other Obligations, the Notes when and as due, whether at maturity, by acceleration, by redemption notice or prepayment or otherwise, and all other monetary obligations of the Company under this Indenture and the Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Each Guarantor party hereto further agree agrees that the Guaranteed Obligations may be extended or and renewed, in whole or in part, without notice to or further assent from Holdings or such Guarantor it, and that Holdings and such Guarantor it will remain bound under this Article 11 upon its guarantee notwithstanding any extension or renewal of any Guaranteed ObligationObligations. Holdings and To the fullest extent permitted by law, each Guarantor party hereto waives presentation presentment to, demand of, of payment from and protest to any of the Company Borrowers or any other Person of any of the Guaranteed Obligations Obligations, and also waives notice of acceptance of its guarantee and notice of protest for nonpayment. Holdings and each Guarantor waive notice of any default under To the Notes or fullest extent permitted by law, the Guaranteed Obligations. The obligations of Holdings and each a Guarantor party hereto hereunder shall not be affected by (a) the failure of the Administrative Agent or any Holder or the Trustee Lender to assert any claim or demand or to enforce any right or remedy against the Company any Borrower or any other Person Guarantor under the provisions of this Indenture, the Notes Agreement or any of the other agreement Loan Documents or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this IndentureAgreement, any of the Notes other Loan Documents, any guarantee or any other agreement; (dc) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations Administrative Agent or any Lender for any of themthe Obligations; or (ed) the failure of the Administrative Agent or any Holder or the Trustee Lender to exercise any right or remedy against any other guarantor Guarantor of the Obligations; or (f) except as set forth in Section 11.07, any change in the ownership of Holdings or such Guarantor. Holdings and each Each Guarantor party hereto further agrees that its Guarantee herein guarantee constitutes a guarantee of payment, performance and compliance payment when due (and not a guarantee of collection) , and waives any right to require that any resort be had by the Administrative Agent or any Holder or the Trustee Lender to any security (if any) held for payment of the Guaranteed Obligations. Each Guarantee is, Obligations or to any balance of any deposit account or credit on the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full books of the principal Administrative Agent or any Lender in favor of any Borrower or any other Person, each Guarantor hereby waiving the benefits of division and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as discussion. To the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 and 11.07 hereoffullest extent permitted by law, the obligations of Holdings and each Guarantor party hereto hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including including, without limitation, any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of or setoff, compensation, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of any of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, to the fullest extent permitted by law, the obligations of Holdings and each Guarantor herein party hereto hereunder shall not be discharged or impaired or otherwise affected by the failure of the Administrative Agent or any Holder or the Trustee Lender to assert any claim or demand or to enforce any remedy under this IndentureAgreement or under any other Loan Document, the Notes any guarantee or any other agreement, by any waiver or modification of any provision thereof, by any default, failure or delay, willful or otherwise, in the performance of any of the obligations Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner, manner or to any extent, extent vary the risk of such Holdings or such Guarantor or would otherwise operate as a discharge of Holdings or such Guarantor as a matter of law or equity. Holdings and each Each Guarantor party hereto further agrees that its Guarantee herein guarantee shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal or of or interest on any Guaranteed Obligation or any other Obligations is rescinded or must otherwise be restored returned by the Administrative Agent or any Holder or the Trustee Lender upon the bankruptcy or reorganization of the Company any Borrower or otherwise. In furtherance Each Guarantor hereby acknowledges that the Obligations include, without limitation, any cost or expense which is of the foregoingnature of extra-judicial professional fees payable by the Administrative Agent or any Lender in accordance with any of the Loan Documents for services required by the Administrative Agent or any Lender in order to recover the capital and interest secured by any security interest entered into by any Loan Party or to conserve the property charged thereunder even if such cost or expense cannot be secured by such security interest. Each Guarantor undertakes to indemnify the Administrative Agent and each Lender with respect to all such costs and expenses. Each Guarantor party hereto hereby subordinates to the Obligations all rights of subrogation against each Borrower and its property and all rights of indemnification, contribution and reimbursement from each Borrower and its property, in each case in connection with this guarantee and any payments made hereunder, and not in limitation regardless of any other right which any Holder whether such rights arise by operation of law, pursuant to contract or the Trustee has at law or in equity against Holdings or otherwise. The Guarantors hereby agree as among themselves that, if any Guarantor by virtue hereofshall make an Excess Payment (as defined below), upon the failure such Guarantor shall have a right of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any contribution from each other Guaranteed Obligation, Holdings and each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of such other Guarantor's Contribution Share (1as defined below) the unpaid amount of such Guaranteed Obligations, (2) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3) all other monetary Guaranteed Obligations of the Company to the Holders and the TrusteeExcess Payment. Holdings and each Guarantor agrees that it shall not be entitled to any right of subrogation in respect The payment obligations of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations may be accelerated as provided in Article 6 for the purposes of Holdings’ or such Guarantor’s Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this Section. Holdings and each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section.this
Appears in 1 contract
Guarantees. Holdings and each Each Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder Holder, the Notes Collateral Agent and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of, of and interest on, on the Notes Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Notes Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and Indenture, the Notes Security Documents, the Intercreditor Agreement, the Securities or other Note Document (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Each Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Guarantor and that Holdings and such Guarantor will shall remain bound under this Article 11 10 notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each Each Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Holdings and each Each Guarantor waive waives notice of any default under the Notes Securities or the Guaranteed Obligations. The obligations of Holdings and each Guarantor hereunder shall not be affected by (a1) the failure of any Holder Holder, the Notes Collateral Agent or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any Guarantor) under this Indenture, the Notes Securities, the Security Documents, the Intercreditor Agreement or any other agreement or otherwise; (b2) any extension or renewal of any thereof; (c3) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes Securities, the Security Documents, the Intercreditor Agreement or any other agreement; (d4) the release of any security held by any Holder Holder, the Notes Collateral Agent or the Trustee for the Guaranteed Obligations or any of them; (e5) the failure of any Holder Holder, the Notes Collateral Agent or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f6) except as set forth in Section 11.0710.06, any change in the ownership of Holdings or such Guarantor. Holdings and each Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 Section 8.01(b), Section 10.02 and 11.07 hereofSection 10.06, the obligations of Holdings and each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings and each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder Holder, Notes Collateral Agent or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes Securities, the Security Documents, the Intercreditor Agreement or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner, manner or to any extent, extent vary the risk of such Holdings or such Guarantor or would otherwise operate as a discharge of Holdings or such Guarantor as a matter of law or equity. Holdings and each Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder Holder, the Notes Collateral Agent or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder Holder, the Notes Collateral Agent or the Trustee has at law or in equity against Holdings or any Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, Holdings and each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders Holders, the Notes Collateral Agent or the Trustee an amount equal to the sum of (1A) the unpaid amount of such Guaranteed Obligations, (2B) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3C) all other monetary Guaranteed Obligations of the Company to the Holders Holders, the Notes Collateral Agent and the Trustee. Holdings and each Each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Guarantor further agrees that, as between it, on the one hand, and the Holders Holders, the Notes Collateral Agent and the Trustee, on the other hand, (xi) the maturity of the Guaranteed Obligations hereby may be accelerated as provided in Article 6 for the purposes of Holdings’ or such Guarantor’s Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed ObligationsObligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this Section. Holdings and each Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees fees, expenses and expensesdisbursements) incurred by the Trustee Trustee, the Notes Collateral Agent or any Holder in enforcing any rights under this Section.
Appears in 1 contract
Samples: Indenture (LSB Industries Inc)
Guarantees. Holdings and each Each Guarantor of Securities hereby unconditionally and irrevocably guarantees, jointly and severally, on a senior basis to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of, of and interest on, on the Notes Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and with respect to the Notes Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and with respect to the Notes Securities (all the foregoing foregoing, being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Each Guarantor of Securities further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Guarantor and that Holdings and such Guarantor will remain bound under this Article 11 notwithstanding any extension or renewal of any Guaranteed Obligationobligation. Holdings and each Each Guarantor of Securities waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Holdings and each Each Guarantor waive of Securities waives notice of any default under the Notes Securities or the Guaranteed Obligations. The obligations of Holdings and each Guarantor hereunder of Securities shall not be affected by (a1) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any Guarantor) under this Indenture, Indenture with respect to the Notes Securities or any other agreement or otherwise; (b2) any extension or renewal of any thereof; (c3) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, Indenture with respect to the Notes Securities or any other agreement; (d4) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e5) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f6) except as set forth in Section 11.0711.06, any change in the ownership of Holdings or such Guarantor. Holdings and each Each Guarantor of Securities further agrees that its Securities Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security Security held for payment of the Guaranteed Obligations. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections Section 9.01, Section 11.02 and 11.07 hereofSection 11.06, the obligations of Holdings and each Guarantor of Securities hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings and each Guarantor of Securities herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, Indenture with respect to the Notes Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner, manner or to any extent, extent vary the risk of such Holdings or such Guarantor or would otherwise operate as a discharge of Holdings or such Guarantor as a matter of law or equity. Holdings and each Each Guarantor of Securities further agrees that its Securities Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder of Securities or the Trustee has at law or in equity against Holdings or any Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, Holdings and each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1A) the unpaid amount of such Guaranteed Obligations, (2B) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3C) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. Holdings and each Each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Guarantor further Securities agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (xi) the maturity of the Guaranteed Obligations hereby may be accelerated as provided in Article 6 for the purposes of Holdings’ or such Guarantor’s Securities Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed ObligationsObligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this SectionSection 11.01. Holdings and each Each Guarantor of Securities also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred by the Trustee or any Holder in enforcing any rights under this SectionSection 11.01.
Appears in 1 contract
Samples: Indenture (Transocean Ltd.)
Guarantees. Holdings and each Each Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of, of and interest on, on the Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company Issuer under this Indenture and the Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company Issuer under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Each Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Guarantor and that Holdings and such Guarantor will remain bound under this Article 11 10 notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each Each Guarantor waives presentation to, demand of, payment from and protest to the Company Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Holdings and each Each Guarantor waive waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of Holdings and each Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company Issuer or any other Person under this Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) except as set forth in Section 11.0710.06, any change in the ownership of Holdings or such Guarantor. Holdings and each Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 and 11.07 hereof, the obligations of Holdings and each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings and each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner, or to any extent, vary the risk of such Holdings or such Guarantor or would otherwise operate as a discharge of Holdings or such Guarantor as a matter of law or equity. Holdings and each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company Issuer or otherwise. In furtherance of the foregoing, and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, Holdings and each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1) the unpaid amount of such Guaranteed Obligations, (2) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. Holdings and each Each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12Obligations. Holdings and each Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations may be accelerated as provided in Article 6 for the purposes of Holdings’ or such Guarantor’s Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this SectionSection 10.01. Holdings and each Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred by the Trustee or any Holder in enforcing any rights under this SectionSection 10.01.
Appears in 1 contract
Samples: Omnova Solutions Inc
Guarantees. Holdings and each Guarantor Each of the Guarantors hereby fully, unconditionally and irrevocably guarantees, jointly as primary obligor and severallynot merely as surety, to each Holder of the Securities and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of, and interest on, the Notes when due, whether at maturity, by acceleration, by redemption redemption, by repurchase or otherwise, and all other monetary obligations of the Company under this Indenture principal of (and premium, if any) and interest, if any, on the Notes Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company Issuer under this Indenture Indenture, other than the delivery of any cash amount of the aggregate daily exchange value in excess of the principal amount of the Securities and the Notes any accrued and unpaid interest thereon (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Guarantor Each of the Guarantors further agree agrees (to the extent permitted by law) that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Guarantor it, and that Holdings and such Guarantor will it shall remain bound under this Article 11 Fourteen notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each Guarantor Each of the Guarantors waives presentation to, demand of, of payment from and protest to the Company Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Holdings and each Guarantor waive Each of the Guarantors waives notice of any default under the Notes Securities or the Guaranteed Obligations. The obligations of Holdings and each Guarantor of the Guarantors hereunder shall not be affected by (ai) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company Issuer or any other Person under this Indenture, the Notes Securities or any other agreement or otherwise; , (bii) any extension or renewal of any thereof; , (ciii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes Securities or any other agreement; , (div) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; , or (fv) except as set forth in Section 11.07, any change in the ownership of Holdings or such Guarantorthe Issuer. Holdings and each Guarantor Each of the Guarantors further agrees that its the Guarantee herein constitutes a guarantee of payment, performance and compliance payment when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right The obligations of payment to the prior payment in full each of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 and 11.07 hereof, the obligations of Holdings and each Guarantor Guarantors hereunder shall not be subject to any reduction, limitation, impairment or termination for any reasonreason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings and each Guarantor of the Guarantors herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner, manner or to any extent, extent vary the risk of such Holdings or such Guarantor each of the Guarantors or would otherwise operate as a discharge of Holdings or such Guarantor the Guarantors as a matter of law or equity. Holdings and each Guarantor Each of the Guarantors further agrees that its the Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of (and premium, if any) or interest interest, if any, on any Guaranteed Obligation of the Obligations is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company Issuer or otherwise. In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Guarantor of the Guarantors by virtue hereof, upon the failure of the Company Issuer to pay any of the principal of or interest on any Guaranteed Obligation Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, Holdings and each Guarantor of the Guarantors hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1i) the unpaid amount of such Guaranteed Obligations, Obligations then due and owing and (2ii) accrued and unpaid interest on such Guaranteed Obligations then due and owing (but only to the extent not prohibited by law) and (3) all other monetary Guaranteed Obligations ). Each of the Company to the Holders and the Trustee. Holdings and each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Guarantor Guarantors further agrees that, as between ititself, on the one hand, and the Holders and the TrusteeHolders, on the other hand, (x) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 this Indenture for the purposes of Holdings’ or such Guarantor’s the Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Guaranteed Obligations as provided in Article 6Obligations, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this SectionGuarantee. Holdings and each Guarantor Each of the Guarantors also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred by the Trustee or any Holder the Holders in enforcing any rights under this SectionSection 1401.
Appears in 1 contract
Guarantees. Holdings and each Each Subsidiary Guarantor hereby irrevocably and unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of, premium, if any, and interest on, on the Notes Securities when due, whether at maturityStated Maturity, by acceleration, by redemption acceleration or otherwise, and all other monetary obligations of the Company under this Indenture and the Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes Securities (all the foregoing being hereinafter collectively called the “"Guaranteed Obligations”"). Holdings and each Each Subsidiary Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Subsidiary Guarantor and that Holdings and such Subsidiary Guarantor will remain bound under this Article 11 notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Holdings and each Each Subsidiary Guarantor waive waives notice of any default under the Notes Securities or the Guaranteed Obligations. The obligations of Holdings and each Subsidiary Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Notes Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f) except as set forth in Section 11.07, any change in the ownership of Holdings or such Subsidiary Guarantor. Holdings and each Each Subsidiary Guarantor further agrees that its Subsidiary Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Each Subsidiary Guarantee is, to the extent and in the manner set forth in Article 12 hereof12, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt Indebtedness of Holdings or the Subsidiary Guarantor giving such Guarantor, as the case may be, Subsidiary Guarantee and each Subsidiary Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 8.2, 11.2 and 11.07 hereof11.6, the obligations of Holdings and each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings and each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations Guaranteed Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner, manner or to any extent, extent vary the risk of such Holdings or such Subsidiary Guarantor or would otherwise operate as a discharge of Holdings or such Subsidiary Guarantor as a matter of law or equity. Holdings and each Each Subsidiary Guarantor further agrees that its Subsidiary Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of of, premium, if any, or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of of, premium, if any, or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, Holdings and each Subsidiary Guarantor hereby promises to and shallwill, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders Hold- -95- ers or the Trustee an amount equal to the sum of (1i) the unpaid amount of such Guaranteed Obligations, (2ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3iii) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. Holdings and each Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Each Subsidiary Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations hereby may be accelerated as provided in Article 6 for the purposes of Holdings’ or such Subsidiary Guarantor’s 's Subsidiary Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed ObligationsObligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Subsidiary Guarantor for the purposes of this Section. Holdings and each Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses' fees) incurred by the Trustee or any Holder in enforcing any rights under this Section.
Appears in 1 contract
Samples: Supplemental Indenture (MSX International Business Services Inc)
Guarantees. Holdings and each Guarantor Each Restricted Subsidiary of Alderwoods that is a Wholly Owned Subsidiary organized under the laws of any state or commonwealth of the United States (other than Excluded Subsidiaries) hereby unconditionally and irrevocably guaranteesguarantees (in such capacity, a "SUBSIDIARY GUARANTOR"), jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of, premium, if any, and interest on, on the Two-Year Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company Alderwoods under this Indenture and the Two-Year Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company Alderwoods under this Indenture and the Two-Year Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”"OBLIGATIONS"). Holdings and each Each Subsidiary Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Subsidiary Guarantor and that Holdings and such Subsidiary Guarantor will remain bound under this Article 11 12 notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company Alderwoods of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Holdings and each Each Subsidiary Guarantor waive waives notice of any default under the Two-Year Notes or the Guaranteed Obligations. The obligations of Holdings and each Subsidiary Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company Alderwoods or any other Person under this Indenture, the Two-Year Notes or any other agreement or otherwise; , (b) any extension or renewal of any thereof; , (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Two-Year Notes or any other agreement; , (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; , (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; , or (f) except as set forth in Section 11.0712.06, any change in the ownership of Holdings or such Subsidiary Guarantor. Holdings and each Each Subsidiary Guarantor further agrees that its Subsidiary Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 8.01, 8.02, 12.02 and 11.07 hereof12.06, the obligations of Holdings and each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings and each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Two-Year Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful wilful or otherwise, in the performance of the obligations obligations, or by any other act or thing or omission or delay to do any other act or thing which that may or might in any manner, manner or to any extent, extent vary the risk of such Holdings or such Subsidiary Guarantor or would otherwise operate as a discharge of Holdings or such Subsidiary Guarantor as a matter of law or equity. Holdings and each Each Subsidiary Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of of, premium, if any, or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company Alderwoods or otherwise. In furtherance of the foregoing, foregoing and not in limitation of any other right which that any Holder or the Trustee has at law or in equity against Holdings or any Subsidiary Guarantor by virtue hereof, upon the failure of the Company Alderwoods to pay the principal of of, premium, if any, or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, Holdings and each Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1a) the unpaid amount of such Guaranteed Obligations, (2b) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3c) all other monetary Guaranteed Obligations of the Company Alderwoods to the Holders and the Trustee. Holdings and each Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (xa) the maturity of the Obligations Guaranteed Obligations hereby may be accelerated as provided in Article 6 for the purposes of Holdings’ or such Subsidiary Guarantor’s 's Subsidiary Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations Guaranteed Obligationshereby, and (yb) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Subsidiary Guarantor for the purposes of this Section. Holdings and each Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses' fees) incurred by the Trustee or any Holder in enforcing any rights under this Section.
Appears in 1 contract
Samples: Indenture (Alderwoods Group Inc)
Guarantees. Holdings and each Guarantor Each Asset Entity hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Indenture Trustee and its the Servicer and their respective successors and assigns (a) the full and punctual payment of principal of, of and interest on, on the Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company Issuer and the other Asset Entities under this Indenture and the Notes and each other Transaction Document and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company Issuer and the other Asset Entities under this Indenture and the Notes and all other Transaction Documents (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Guarantor further agree that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Guarantor and that Holdings and such Guarantor will remain bound under this Article 11 notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each Guarantor Each Asset Entity waives presentation to, demand of, payment from and protest to the Company Issuer and the other Asset Entities of any of the Guaranteed Obligations and also waives notice (except as required under this Indenture or the other Transaction Documents) of protest for nonpayment. Holdings and each Guarantor waive Each Asset Entity waives notice (except as required under this Indenture or the other Transaction Documents) of any default under the Notes or the other Guaranteed Obligations. The obligations of Holdings and each Guarantor Asset Entity hereunder shall not be affected by (a) the failure of any Holder or the Indenture Trustee or the Servicer to assert any claim or demand or to enforce any right or remedy under the Transaction Documents against the Company any other Obligor or any other Person under this Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreementTransaction Document; (d) the release of any security held by any Holder or the Indenture Trustee for the Guaranteed Obligations or any of them; or (e) the failure of any Holder or the Indenture Trustee or the Servicer to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f) except as set forth in Section 11.07, any change in the ownership of Holdings or such Guarantor. Holdings and each Guarantor Each Asset Entity further agrees that its Guarantee guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Indenture Trustee or the Servicer to any security held for payment of the Guaranteed Obligations. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 and 11.07 hereofherein, the obligations of Holdings and each Guarantor Asset Entity hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings and each Guarantor Asset Entity herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Indenture Trustee or the Servicer to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner, manner or to any extent, extent vary the risk of such Holdings or such Guarantor Asset Entity or would otherwise operate as a discharge of Holdings or such Guarantor Asset Entity as a matter of law or equity. Holdings and each Guarantor Each Asset Entity further agrees that its Guarantee guaranty herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of 128 principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Indenture Trustee or the Servicer upon the bankruptcy or reorganization of the Company Issuer or otherwise. In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder or the Indenture Trustee or the Servicer has at law or in equity against Holdings or any Guarantor Asset Entity by virtue hereof, upon the failure of the Company Issuer to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, Holdings and each Guarantor Asset Entity hereby promises to and shall, upon receipt of written demand by the Indenture Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Indenture Trustee or the Servicer, as the case may be, an amount equal to the sum of (1i) the unpaid amount of such Guaranteed Obligations, (2ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3iii) all other monetary Guaranteed Obligations of the Company Issuer to the Holders and the Trustee. Holdings and each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Guarantor further agrees that, as between it, on the one hand, Indenture Trustee and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations may be accelerated as provided in Article 6 for the purposes of Holdings’ or such Guarantor’s Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this SectionServicer. Holdings and each Guarantor Each Asset Entity also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expensesexpenses and court costs) incurred by the Indenture Trustee or any Holder the Servicer in enforcing any rights under this Section. Notwithstanding any payment made by any Asset Entity hereunder, such Asset Entity shall not be entitled to be subrogated to any of the rights of the Indenture Trustee against the Obligors or any collateral security or guarantee or right of offset held by the Indenture Trustee for the payment of the Obligations, nor shall the Asset Entity seek or be entitled to seek any contribution or reimbursement from the Obligors in respect of payments made by the Asset Entity hereunder, until the Obligations are paid in full. If any amount shall be paid to an Asset Entity on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held by such Asset Entity in trust for the Indenture Trustee, segregated from other funds of such Asset Entity, and shall, forthwith upon receipt by such Asset Entity, be turned over to the Indenture Trustee in the exact form received by such Asset Entity (duly indorsed by such Asset Entity to the Indenture Trustee, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Indenture Trustee may determine.
Appears in 1 contract
Guarantees. Holdings Each Guarantor, and each Guarantor hereby Borrower with respect to the Obligations of the other Borrower, unconditionally guarantees, as a primary obligor and irrevocably guaranteesnot merely as a surety, jointly and severallyseverally with each other Guarantor, to each Holder and to the Trustee and its successors and assigns (a) the full due and punctual payment of the principal of, of and interest onon each of the Notes, the Notes when and as due, whether at maturity, by acceleration, by redemption notice of prepayment or otherwise, and all other monetary obligations of the Company under this Indenture and the Notes and (b) the full due and punctual payment and performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Each Guarantor further agree agrees that the Guaranteed Obligations may be extended or and renewed, in whole or in part, without notice to or further assent from Holdings or such Guarantor it, and that Holdings and such Guarantor it will remain bound under this Article 11 upon its guarantee notwithstanding any extension or renewal of any Guaranteed ObligationObligations. Holdings and each Each Guarantor waives presentation presentment to, demand of, of payment from and protest to the Company Borrowers of any of the Guaranteed Obligations Obligations, and also waives notice of acceptance of its guarantee and notice of protest for nonpayment. Holdings and each Guarantor waive notice of any default under the Notes or the Guaranteed Obligations. The obligations of Holdings and each a Guarantor hereunder shall not be affected by (a) the failure of any Holder Lender or the Trustee Agent to assert any claim or demand or to enforce any right or remedy against the Company Borrowers or any other Person Guarantor under the provisions of this IndentureAgreement, the Notes or any of the other agreement Loan Documents or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this IndentureAgreement, the Notes Notes, any of the other Loan Documents, any guarantee or any other agreement; (dc) the release of any security held by any Holder or the Trustee Agent for the Guaranteed Obligations or any of them; (ed) the failure of any Holder Lender or the Trustee Agent to exercise any right or remedy against any other guarantor Guarantor of the Obligations; or (fe) except as set forth in Section 11.07the failure of any Lender or the Agent to take, register, perfect or preserve any change in security for any of the ownership of Holdings or such GuarantorObligations. Holdings and each 102 108 Each Guarantor further agrees that its Guarantee herein guarantee constitutes a guarantee of payment, performance and compliance payment when due (and not a guarantee of collection) , and waives any right to require that any resort be had by the Agent or any Holder or the Trustee Lender to any security (including, without limitation, any Collateral) held for payment of the Guaranteed Obligations. Each Guarantee is, Obligations or to any balance of any deposit account or credit on the extent and books of any Lender or the Agent in the manner set forth in Article 12 hereof, subordinated and subject in right favor of payment to the prior payment in full any of the principal of and premium, if any, and interest on all Senior Debt of Holdings Borrowers or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indentureany other person. Except as expressly set forth in Sections 11.02 and 11.07 hereof, the The obligations of Holdings and each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including including, without limitation, any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of or setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings and each Guarantor herein hereunder shall not be discharged or impaired or otherwise affected by the failure of the Agent or any Holder or the Trustee Lender to assert any claim or demand or to enforce any remedy under this IndentureAgreement, the Notes or under any other Loan Document, any guarantee or any other agreement, by any waiver or modification of any provision thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might otherwise in any manner, manner or to any extent, extent vary the risk or reduce or extinguish the liability of such Holdings or such Guarantor or would otherwise operate as a discharge of Holdings or such Guarantor as a matter of law or equity. Holdings and each Each Guarantor further agrees that its Guarantee herein guarantee shall be a continuing guarantee and shall stand as a guarantee of full and final payment and performance of all Obligations from time to time and shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored returned by the Agent or any Holder or the Trustee Lender upon the bankruptcy or reorganization of any of the Company Borrowers or otherwise. In furtherance Each Guarantor hereby waives and releases in favor of the foregoing, and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, Holdings and each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1) the unpaid amount of such Guaranteed Obligations, (2) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3) all other monetary Guaranteed Obligations of the Company to the Holders Lenders and the Trustee. Holdings and each Guarantor agrees that it shall not be entitled to any right Agent all rights of subrogation against or in respect of any Guaranteed Obligations until payment in full each of all Guaranteed Obligations the Borrowers and its property and all obligations to which rights of indemnification, contribution and reimbursement from each of the Guaranteed Obligations are subordinated as provided Borrowers and its property, in Article 12. Holdings each case in connection with this guarantee and each Guarantor further agrees that, as between it, on the one handany payments made hereunder, and regardless of whether such rights arise by operation of law, pursuant to contract or otherwise until such time as the Holders Obligations have been fully and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations may be accelerated as provided in Article 6 for the purposes of Holdings’ or such Guarantor’s Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, finally performed and (y) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this Section. Holdings and each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Sectionpaid.
Appears in 1 contract
Guarantees. Holdings and each Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of, of and interest on, on the Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Guarantor further agree that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Guarantor and that Holdings and such Guarantor will remain bound under this Article 11 notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Holdings and each Guarantor waive notice of any default under the Notes or the Guaranteed Obligations. The obligations of Holdings and each Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) except as set forth in Section 11.07, any change in the ownership of Holdings or such Guarantor. Holdings and each Guarantor further agrees agree that its Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 and 11.07 hereof, the obligations of Holdings and each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings and each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner, manner or to any extent, extent vary the risk of such Holdings or such Guarantor or would otherwise operate as a discharge of Holdings or such Guarantor as a matter of law or equity. Holdings and each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, Holdings and each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1) the unpaid amount of such Guaranteed Obligations, (2) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. Holdings and each Guarantor agrees agree that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations may be accelerated as provided in Article 6 for the purposes of Holdings’ or such Guarantor’s Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this Section. Holdings and each Guarantor also agrees agree to pay any and all costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred by the Trustee or any Holder in enforcing any rights under this Section.
Appears in 1 contract
Samples: Indenture (Transdigm Inc)
Guarantees. Holdings and each Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of, of and interest on, on the Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company Issuers under this Indenture and the Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company Issuers under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed "Obligations”"). Holdings and each Each Subsidiary Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Subsidiary Guarantor and that Holdings and such Subsidiary Guarantor will remain bound under this Article 11 10 notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company Issuers of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Holdings and each Each Subsidiary Guarantor waive waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of Holdings and each Subsidiary Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company Issuers or any other Person under this Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) except as set forth in Section 11.07, any change in the ownership of Holdings or such Subsidiary Guarantor. Holdings and each Each Subsidiary Guarantor further agrees that its Guarantee Subsidiary Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 8.1(b), 10.2 and 11.07 hereof10.6, the obligations of Holdings and each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoffset off, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings and each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or of modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner, manner or to any extent, extent vary the risk of such Holdings or such Subsidiary Guarantor or would otherwise operate as a discharge of Holdings or such Subsidiary Guarantor as a matter of law or equity. Holdings and each Each Subsidiary Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company Issuers or otherwise. In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Subsidiary Guarantor by virtue hereof, upon the failure of the Company Issuers to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, Holdings and each Subsidiary Guarantor hereby promises to and shallwill, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, cash to the Holders or the Trustee an amount equal to the sum of (1i) the unpaid amount of such Guaranteed Obligations, (2ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3iii) all other monetary Guaranteed Obligations of the Company Issuers to the Holders and the Trustee. Holdings and each Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Obligations Guaranteed Obligations hereby may be accelerated as provided in Article 6 for the purposes of Holdings’ or such Subsidiary Guarantor’s Guarantee 's Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the any Obligations Guaranteed Obligationshereby, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Subsidiary Guarantor for the purposes of this Section. Holdings Each Subsidiary Guarantor may consolidate with or merge into or sell its assets to Issuers or another Subsidiary Guarantor without limitation. Each Subsidiary Guarantor may consolidate with or merge into or sell all or substantially all its assets to a Person other than Issuers or another Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor). Upon the sale or disposition (by merger or otherwise) of a Subsidiary Guarantor (or all Subsidiary or substantially all of its assets) to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not a Subsidiary of Issuers, which sale or disposition is otherwise in compliance with this Indenture (including Section 4.6), such Subsidiary Guarantor shall be deemed released from all its obligations under this Indenture and each its Subsidiary Guarantee and such Subsidiary Guarantee shall terminate; provided, however, that any such termination shall occur only to the extent that all obligations of such Subsidiary Guarantor under the Bank Facility and all of its Guarantees of, and under all of its pledges of assets or other security interests which secure, any other Indebtedness of the Issuers shall also terminate upon such release, sale or transfer. Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses' fees) incurred by the Trustee or any Holder in enforcing any rights under this Section.
Appears in 1 contract
Samples: Chiles Magellan LLC
Guarantees. Holdings Each Guarantor party hereto unconditionally guarantees, as a primary obligor and each Guarantor hereby unconditionally and irrevocably guaranteesnot merely as a surety, jointly and severallyseverally (solidarily) with each other Guarantor party hereto, to each Holder and to the Trustee and its successors and assigns (a) the full due and punctual payment of the principal of, of and interest onon the Revolving Loans and the Term Loans and of all other Obligations, the Notes when and as due, whether at maturity, by acceleration, by redemption notice or prepayment or otherwise, and all other monetary obligations of the Company under this Indenture and the Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Each Guarantor party hereto further agree agrees that the Guaranteed Obligations may be extended or and renewed, in whole or in part, without notice to or further assent from Holdings or such Guarantor it, and that Holdings and such Guarantor it will remain bound under this Article 11 upon its guarantee notwithstanding any extension or renewal of any Guaranteed ObligationObligations. Holdings and To the fullest extent permitted by law, each Guarantor party hereto waives presentation presentment to, demand of, of payment from and protest to any of the Company Borrowers or any other Person of any of the Guaranteed Obligations Obligations, and also waives notice of acceptance of its guarantee and notice of protest for nonpayment. Holdings and each Guarantor waive notice of any default under To the Notes or fullest extent permitted by law, the Guaranteed Obligations. The obligations of Holdings and each a Guarantor party hereto hereunder shall not be affected by (a) the failure of the Administrative Agent or any Holder or the Trustee Lender to assert any claim or demand or to enforce any right or remedy against the Company any Borrower or any other Person Guarantor under the provisions of this Indenture, the Notes Agreement or any of the other agreement Loan Documents or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this IndentureAgreement, any of the Notes other Loan Documents, any guarantee or any other agreement; (dc) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations Administrative Agent or any Lender for any of themthe Obligations; or (ed) the failure of the Administrative Agent or any Holder or the Trustee Lender to exercise any right or remedy against any other guarantor Guarantor of the Obligations; or (f) except as set forth in Section 11.07, any change in the ownership of Holdings or such Guarantor. Holdings and each Each Guarantor party hereto further agrees that its Guarantee herein guarantee constitutes a guarantee of payment, performance and compliance payment when due (and not a guarantee of collection) , and waives any right to require that any resort be had by the Administrative Agent or any Holder or the Trustee Lender to any security (if any) held for payment of the Guaranteed Obligations. Each Guarantee is, Obligations or to any balance of any deposit account or credit on the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full books of the principal Administrative Agent or any Lender in favor of any Borrower or any other Person, each Guarantor hereby waiving the benefits of division and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as discussion. To the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 and 11.07 hereoffullest extent permitted by law, the obligations of Holdings and each Guarantor party hereto hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including including, without limitation, any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of or setoff, compensation, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of any of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, to the fullest extent permitted by law, the obligations of Holdings and each Guarantor herein party hereto hereunder shall not be discharged or impaired or otherwise affected by the failure of the Administrative Agent or any Holder or the Trustee Lender to assert any claim or demand or to enforce any remedy under this IndentureAgreement or under any other Loan Document, the Notes any guarantee or any other agreement, by any waiver or modification of any provision thereof, by any default, failure or delay, willful or otherwise, in the performance of any of the obligations Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner, manner or to any extent, extent vary the risk of such Holdings or such Guarantor or would otherwise operate as a discharge of Holdings or such Guarantor as a matter of law or equity. Holdings and each Each Guarantor party hereto further agrees that its Guarantee herein guarantee shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal or of or interest on any Guaranteed Obligation or any other Obligations is rescinded or must otherwise be restored returned by the Administrative Agent or any Holder or the Trustee Lender upon the bankruptcy or reorganization of the Company any Borrower or otherwise. In furtherance Each Guarantor hereby acknowledges that the Obligations include, without limitation, any cost or expense which is of the foregoingnature of extra-judicial professional fees payable by the Administrative Agent or any Lender in accordance with any of the Loan Documents for services required by the Administrative Agent or any Lender in order to recover the capital and interest secured by any security interest entered into by any Loan Party or to conserve the property charged thereunder even if such cost or expense cannot be secured by such security interest. Each Guarantor undertakes to indemnify the Administrative Agent and each Lender with respect to all such costs and expenses. Each Guarantor party hereto hereby subordinates to the Obligations all rights of subrogation against each Borrower and its property and all rights of indemnification, contribution and reimbursement from each Borrower and its property, in each case in connection with this guarantee and any payments made hereunder, and not in limitation regardless of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Guarantor whether such rights arise by virtue hereofoperation of law, upon the failure of the Company pursuant to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption contract or otherwise, or to perform or comply with any other Guaranteed Obligation, Holdings and each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1) the unpaid amount of such Guaranteed Obligations, (2) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. Holdings and each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings and each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations may be accelerated as provided in Article 6 for the purposes of Holdings’ or such Guarantor’s Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this Section. Holdings and each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section.
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Guarantees. Holdings and each Each Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal ofof (and premium, if any) and interest on, on the Notes Securities when due, whether at maturityStated Maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company Issuer under this Indenture and the Notes Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company Issuer under this Indenture and the Notes Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Holdings and each Each Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings or such Guarantor Guarantor, and that Holdings and such Guarantor will remain bound under this Article 11 Thirteen notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings and each Each Guarantor waives presentation to, demand of, payment from and protest to the Company Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Holdings and each Each Guarantor waive waives notice of any default under the Notes Securities or the Guaranteed Obligations. The obligations of Holdings and each Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company Issuer or any other Person under this Indenture, the Notes Securities or any other agreement or otherwise; (b) any extension 105 or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) except as set forth in Section 11.07, any change in the ownership of Holdings or such Guarantor. Holdings and each Each Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of Holdings or such Guarantor, as the case may be, and each Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 11.02 805, 806, 1017, 1019, 1202, 1203, 1303 and 11.07 hereof1308, the obligations of Holdings and each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings and each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner, manner or to any extent, extent vary the risk of such Holdings or such Guarantor or would otherwise operate as a discharge of Holdings or such Guarantor as a matter of law or equity. Holdings and each Each Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if, if at any time, time payment, or any part thereof, of principal of (or premium, if any) or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company Issuer or otherwise. In furtherance of the foregoing, foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings or any Guarantor by virtue hereof, upon the failure of the Company Issuer to pay the principal of (or premium, if any) or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturityStated Maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, Holdings and each Guarantor hereby promises to and shallwill, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1i) the unpaid amount of such Guaranteed Obligations, (2ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3iii) all other monetary Guaranteed Obligations of the Company Issuer to the Holders and the Trustee. Holdings and each Each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations guaranteed hereby until payment in full in cash of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12Obligations. Holdings and each Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on 106 the other hand, (x) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 Five for the purposes of Holdings’ or such Guarantor’s Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed ObligationsObligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6Five, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings or such Guarantor for the purposes of this SectionSection 1301. Holdings and each Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred by the Trustee or any Holder in enforcing any rights under this SectionSection 1301.
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Samples: Supplemental Indenture (Level 3 Communications Inc)