GUARANTIES AND SECURITY OF GUARANTORS Sample Clauses

GUARANTIES AND SECURITY OF GUARANTORS. The obligations shall also be ------------------------------------- guaranteed by each Guarantor pursuant to the terms of the Guaranty. The obligations of each Guarantor under the Guaranty shall be in turn secured by (a) a perfected first priority security interest (subject only to Permitted Liens entitled to priority under applicable law) in all of the assets of such Guarantor, whether now owned or hereafter acquired, pursuant to the terms of the Security Documents to which such Guarantor is a party, and (b) a pledge by such Guarantor of (i) one hundred percent (100%) of the capital stock owned by such Guarantor of each of its Domestic Subsidiaries, (ii) sixty-five percent (65%) of the capital stock owned by such Guarantor of each of its Foreign Subsidiaries, and (iii) any intercompany notes owed to such Guarantor by the Borrower or any other Domestic Subsidiary pursuant to the terms of the Security Documents to which such Guarantor is a party.
Sample 1Sample 2Sample 3See All (5)
AutoNDA by SimpleDocs
GUARANTIES AND SECURITY OF GUARANTORS. (a) The Obligations shall also be guaranteed pursuant to the terms of the Guaranty. The obligations of the Guarantors under the Guaranty shall be in turn secured by a perfected first priority security interest (subject only to Permitted Liens entitled to priority under applicable law) in all of the property, rights and interests of each such Guarantor, whether now owned or hereafter acquired, described in the Security Documents to which such Guarantor is a party.
Sample 1
GUARANTIES AND SECURITY OF GUARANTORS. The Obligations shall also be ------------------------------------- guaranteed pursuant to the terms of the Guaranty. The obligations of the Guarantors under the Guaranty shall be in turn secured by a perfected first priority security interest (subject only to Permitted Liens entitled to priority under applicable law) in all of the property, rights and interests of each such Guarantor, whether now owned or hereafter acquired, described of the Security Documents to which such Guarantor is a party, including, without limitation, all Base Contracts. Promptly and in any event within thirty (30) days after FCI or any of its Subsidiaries acquires the capital stock of, or creates, any new Subsidiary which has originated or is expected to originate Base Contracts, or FCI determines that any Subsidiary of FCI who is not a Guarantor hereunder will acquire or originate Base Contracts in the future, the Borrower will cause such new originating Subsidiary to become a party to the Guaranty, as a Guarantor thereunder, and to grant to the Collateral Agent, for the benefit of the Banks and the Agent, a perfected first priority security interest (subject only to Permitted Liens entitled to priority under applicable law) in the Collateral, including, without limitation, all Base Contracts, pursuant to a security agreement and Uniform Commercial Code financing statements substantially the same as the Security Documents delivered at the Closing. The security interests created by the Security Documents in Collateral owned by any of the Guarantors shall be released by the Collateral Agent when the Collateral Agent releases security interests granted in the same Collateral by such Guarantor under the FCI Credit Agreement, except when such release occurs by reason of the payment and satisfaction in full of FCI's obligations under the FCI Credit Agreement and termination of the obligations of BKB and other banks who are parties thereto to make any loans to FCI or to issue, extend or renew any letters of credit for the account of FCI.
Sample 1
GUARANTIES AND SECURITY OF GUARANTORS. The Obligations shall also be guaranteed pursuant to the terms of Section 20. The obligations of the Guarantors under Section 20 shall be in turn secured by a (i) perfected first priority security interest (subject only to Permitted Liens entitled to priority under applicable law) in all of the assets of each such Guarantor, whether now owned or hereafter acquired, pursuant to the terms of the Security Documents to which such Guarantor is a party.
Sample 1
GUARANTIES AND SECURITY OF GUARANTORS. The Obligations shall also be guaranteed pursuant to the terms of the Guarantees. The obligations of the Guarantors under the Guarantees shall be in turn secured on or before the Closing Date, by a perfected first priority security interest (subject only to Permitted Liens entitled to priority under Applicable Law) in all Collateral and Acquisition Collateral of each such Guarantor, whether now owned or hereafter acquired, pursuant to the terms of the Security Documents to which such Guarantor is a party.
Sample 1
GUARANTIES AND SECURITY OF GUARANTORS. The Obligations shall also be guaranteed pursuant to the terms of the Guaranty by each Guarantor. The obligations of the Guarantors under the Guaranty shall be in turn secured by (a) a perfected first priority security interest (subject only to Permitted Liens entitled to priority under applicable law) in substantially all of the assets of each such Guarantor (other than Excluded Collateral), whether now owned or hereafter acquired, pursuant to the terms of the Security Documents to which such Guarantor is a party and (b) a perfected first priority pledge (subject only to Permitted Liens entitled to priority under applicable law) by such Guarantor of one hundred percent (100%) of the Capital Stock of each of its direct Subsidiaries, pursuant to the terms of the Pledge Agreement to which it is a party; provided, however, that each such Guarantor shall in no event be required to pledge more than sixty five percent (65%) of the shares of Voting Stock of any Subsidiary organized under the laws of a jurisdiction other than the United States of America or a state or other subdivision of the United States of America.
Sample 1

Related to GUARANTIES AND SECURITY OF GUARANTORS

  • Reaffirmation of Guaranties The Credit Parties signatory hereto hereby reaffirm their Guaranties of the Obligations, taking into account the provisions of this Amendment.

  • Affirmation of Guarantors Each Guarantor hereby approves and consents to this Agreement and the transactions contemplated by this Agreement and agrees and affirms that its guarantee of the Obligations continues to be in full force and effect and is hereby ratified and confirmed in all respects and shall apply to the Credit Agreement, as amended hereby, and all of the other Loan Documents, as such are amended, restated, supplemented or otherwise modified from time to time in accordance with their terms.

  • Release of Guaranties WCI shall use reasonable efforts to obtain the termination and release promptly after the Closing Date of the personal guaranties of the Shareholders listed on Schedule 9.2, all of which relate to indebtedness of each Seller included in the Financial Statements as of the Balance Sheet Date or WCI and Buyer shall indemnify the Shareholders and hold them harmless from and against all losses, expenses or claims by third parties to enforce or collect indebtedness owed by each Seller as of the Closing Date which is personally guaranteed by the Shareholders pursuant to such guaranties. The Shareholders may notify the obligees under such guaranties that they have terminated their obligations under such guaranties. The Shareholders shall cooperate with WCI in obtaining such releases.

  • Release of Guarantors In connection with (x) a Subsidiary Guarantor no longer being a Material Subsidiary or (y) the sale of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, such Subsidiary Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation of the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; (ii) no Event of Default shall then be in existence or would occur as a result of such release; (iii) the representations and warranties made by the Borrower and such Subsidiary Guarantor in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6.

  • Covenants of Guarantor Guarantor hereby covenants and agrees that:

  • Addition of Guarantors The initial Guarantors hereunder shall be each of the Subsidiaries of Parent that are signatories hereto and that are listed on Schedule 1 attached hereto. From time to time subsequent to the time hereof, additional Subsidiaries of Parent may become parties hereto as additional Guarantors (each an “Additional Guarantor”) by executing a supplement to this Guaranty Agreement in the form of Exhibit A attached hereto (or such other form as may be satisfactory to the Administrative Agent). Upon delivery of any such supplement to Administrative Agent, notice of which is hereby waived by Guarantors, each such Additional Guarantor shall be a Guarantor and shall be a party hereto as if such Additional Guarantor were an original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, or by any election by Administrative Agent or any Lenders not to cause any Subsidiary to become an Additional Guarantor hereunder. This Guaranty Agreement shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any such person becomes or fails to become or ceases to be a Guarantor hereunder].2

  • Additional Guarantors; Release of Guarantors SECTION 5.11 OF THE CREDIT AGREEMENT PROVIDES THAT CERTAIN SUBSIDIARIES MUST BECOME GUARANTORS BY, AMONG OTHER THINGS, EXECUTING AND DELIVERING TO AGENT A COPY OF THIS GUARANTY. ANY SUBSIDIARY WHICH EXECUTES AND DELIVERS TO THE AGENT THIS GUARANTY SHALL BE A GUARANTOR FOR ALL PURPOSES HEREUNDER. UNDER CERTAIN CIRCUMSTANCES DESCRIBED IN SECTION 5.10 OF THE CREDIT AGREEMENT, CERTAIN SUBSIDIARIES MAY OBTAIN FROM THE AGENT A WRITTEN RELEASE FROM THIS GUARANTY PURSUANT TO THE PROVISIONS OF SUCH SECTION, AND UPON OBTAINING SUCH WRITTEN RELEASE, ANY SUCH SUBSIDIARY SHALL NO LONGER BE A GUARANTOR HEREUNDER. EACH OTHER GUARANTOR CONSENTS AND AGREES TO ANY SUCH RELEASE AND AGREES THAT NO SUCH RELEASE SHALL AFFECT ITS OBLIGATIONS HEREUNDER.

  • Additional Obligations of Guarantor It shall constitute a Default of the Lessee under this Lease if any such Guarantor fails or refuses, upon reasonable request by Lessor to give: (a) evidence of the due execution of the guaranty called for by this Lease, including the authority of the Guarantor (and of the party signing on Guarantor's behalf) to obligate such Guarantor on said guaranty, and resolution of its board of directors authorizing the making of such guaranty, together with a certificate of incumbency showing the signatures of the persons authorized to sign on its behalf, (b) current financial statements of Guarantor as may from time to time be requested by Lessor, (c) a Tenancy Statement, or (d) written confirmation that the guaranty is still in effect.

  • The Guaranties Subject to the provisions of this Article, each Guarantor hereby irrevocably and unconditionally guarantees, jointly and severally, on an unsecured basis, the full and punctual payment (whether at Stated Maturity, upon redemption, purchase pursuant to an Offer to Purchase or acceleration, or otherwise) of the principal of, premium, if any, and interest on, and all other amounts payable under, each Note, and the full and punctual payment of all other amounts payable by the Company under the Indenture. Upon failure by the Company to pay punctually any such amount, each Guarantor shall forthwith on demand pay the amount not so paid at the place and in the manner specified in the Indenture.

  • Consent of Guarantors Each of the Guarantors shall have executed and delivered to the Agent the Consent.

Time is Money Join Law Insider Premium to draft better contracts faster.