Guarantor Guarantee Sample Clauses

Guarantor Guarantee. (a) Concurrently with the execution of this Agreement, the Guarantor has delivered to the Company the duly executed Guarantee. The Guarantee has been duly and validly executed and constitutes a legal, valid and binding obligation of the Guarantor and is enforceable against the Guarantor in accordance with its terms, subject to the Bankruptcy and Equity Exception. The execution, delivery and performance of the Guarantee has been duly authorized by all necessary action and does not and will not (i) contravene, violate or conflict with the organizational or governing documents of Parent, Merger Subsidiary or the Guarantor, (ii) violate any Applicable Law or Order to which the Guarantor or any of its assets are subject, (iii) require any consent or other action by any person under, constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in any breach of or give rise to any right of termination, cancellation, amendment or acceleration of, any material right or obligation of the Guarantor, except, with respect to clauses (ii) and (iii) above, for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, adversely affect in any material respect the ability of the Guarantor to perform its material obligations under the Guarantee in accordance therewith. (b) All consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Authority necessary for the due execution, delivery and performance of the Guarantee by the Guarantor have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with any Governmental Authority is required in connection with the execution, delivery or performance of the Guarantee, except, in each case, as would not, individually or in the aggregate, adversely affect in any material respect the ability of the Guarantor to perform its material obligations under the Guarantee in accordance therewith. (c) The Guarantor has, and will have, the financial capacity to pay and perform its obligations under the Guarantee and cash or access to available funds in an amount not less than the Guaranteed Obligations (as defined in the Guarantee) for the Guarantor to fulfill its Guaranteed Obligations under the Guarantee. (d) The Guarantee is in full force and effect. No event has occurred which, with or without notice, lapse of t...
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Guarantor Guarantee. The Guarantor hereby unconditionally and irrevocably guarantees to the Lender and Eximbank the full, prompt and complete payment when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest on the Credit, together with any and all other amounts payable by the Borrower to the Lender or Eximbank under this Agreement or the Note(s). If the Borrower shall fail to pay when due any or all sums hereby guaranteed (whether at stated maturity, by acceleration or otherwise), the Guarantor shall forthwith pay, without any demand or notice, the full amount due and payable by the Borrower in U.S. Dollars at the place and in the manner required by this Agreement or the Note(s). This is a guarantee of payment and not merely of collection, and shall remain in full force and effect until all the obligations of the Borrower hereby guaranteed are paid in full. To the extent permitted by applicable law, the Guarantor waives all defenses of a surety or guarantor to which it may be entitled by statute or otherwise.
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Guarantor Guarantee. In consideration of the Purchaser agreeing at the request of Seller and Guarantor to enter into this Agreement, and other good and valuable consideration receipt of which is hereby acknowledged by Guarantor, Guarantor hereby undertakes to procure the performance by Seller of its obligations under this Agreement and irrevocably and unconditionally guarantees as a continuing guarantee with effect from the date hereof all of Seller’s obligations and duties described in this Agreement. Guarantor’s liability hereunder shall not be released, discharged or diminished by: (a) any legal limitation, lack of capacity or authorization or defect in the actions of Seller or the bankruptcy, liquidation, insolvency, or dissolution of Seller; or (b) any forbearance, neglect or delay in seeking performance of the obligations of Seller, any granting of time, indulgence or other relief to Seller in relation to such performance, or any composition with, discharge, waiver or release of Seller.
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Guarantor Guarantee. (a) Guarantor irrevocably and unconditionally guarantees to each of the Acquirors and the Acquiror Indemnitees the full and timely payment by Seller when due of any obligation of Seller to pay any amount or amount due to any Indemnified Party pursuant to Section 8.2 hereof to the extent the same is required to be paid by Seller pursuant to the terms and subject to the conditions and limitations thereof (the “Obligations”). Notwithstanding anything to the contrary contained herein, Acquirors acknowledge and agree on behalf of themselves and each Indemnified Party that (i) to the extent Seller is relieved of any of the Obligations for any reason (including pursuant to any limitation arising out of the terms and conditions of Article VIII), Guarantor shall be similarly relieved of such Obligations for all purposes hereunder, and
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Guarantor Guarantee. (a) In consideration of the Purchaser entering into this Agreement, the Guarantor guarantees (unconditionally and irrevocably) to the Purchaser the performance of the Seller’s obligations under this Agreement. (b) If the Seller fails to perform its obligations under this Agreement when they are due, the Guarantor must immediately on demand from the Purchaser cause the Seller to duly and punctually perform its obligations under this Agreement or perform those obligations itself. (c) The Guarantor indemnifies the Purchaser against any Loss suffered, paid or incurred by the Purchaser in relation to: (i) any failure or delay by the Seller in the performance of any of its obligations under this Agreement; or (ii) any failure by the Guarantor to cause the Seller to perform its obligations under this Agreement. This clause: (a) extends to cover this Agreement as amended, varied or replaced; and (b) is a continuing guarantee and indemnity and remains in full force and effect for so long as the Seller has any liability or obligation to the Purchaser under this Agreement and until all of those liabilities or obligations have been fully discharged or otherwise terminated.
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Guarantor Guarantee. (i) In consideration of Purchaser entering into this Agreement, Guarantor unconditionally and irrevocably guarantees to Purchaser and Parent and their respective successors, transferees and assigns, the due and punctual payment by Seller of all monies payable by Seller under the Transaction Documents and the transactions contemplated hereby and thereby and the performance of any and all obligations, agreements and covenants of Seller under the same. (ii) If any payment by Seller under the Transaction Documents or any discharge given by Purchaser is avoided or reduced as a result of insolvency or any similar event, the liability of Seller shall continue as if the payment, discharge, avoidance or reduction had not occurred and Purchaser shall be entitled to recover the value or amount of that security or payment. Guarantor waives any right it may have of first requiring Purchaser (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from Seller, the Acquired Companies or the Non-Controlled Joint Ventures before claiming from Guarantor under this Section 7.8 and otherwise waives any and all defences at law or equity in respect of the matters in this Section 7.8, if any.
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Guarantor Guarantee. 53 Section 10.02. Limitation of Guarantor's Liability ......................... 54 SCHEDULE 1 - LENDING OFFICES SCHEDULE 2 - APPLICABLE MARGIN EXHIBIT A-1 - FORM OF NOTICE OF REVOLVING CREDIT BORROWING EXHIBIT A-2 - FORM OF NOTICE OF COMPETITIVE BID BORROWING EXHIBIT B - FORM OF ASSIGNMENT AND ACCEPTANCE EXHIBIT C - FORM OF OPINION OF COUNSEL FOR THE COMPANY AND THE GUARANTOR REVOLVING BRIDGE LOAN CREDIT AGREEMENT Dated as of October 2, 2002 THE PEPSI BOTTLING GROUP, INC., a Delaware corporation, as borrower (the "Company" or the "Borrower"), BOTTLING GROUP, LLC, a Delaware limited liability company, as guarantor (the "Guarantor"), the banks, financial institutions and other institutional lenders (the "Initial Lenders") listed on the signature pages hereof, and Deutsche Bank AG New York Branch, as administrative agent (in such capacity, the "Agent") for the Lenders (as hereinafter defined), agree as follows:
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Guarantor Guarantee. Each of the Kenco Companies shall have executed a guaranty in favor of Lender, substantially in the form of Exhibit B hereto.
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Guarantor Guarantee. The Guarantor Guarantee, described in Section 3, shall continue to be in full force and effect.
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Related to Guarantor Guarantee

  • Guarantee The Guarantor irrevocably and unconditionally agrees to pay in full to the Holders the Guarantee Payments (without duplication of amounts theretofore paid by the Issuer), as and when due, regardless of any defense, right of set-off or counterclaim that the Issuer may have or assert. The Guarantor's obligation to make a Guarantee Payment may be satisfied by direct payment of the required amounts by the Guarantor to the Holders or by causing the Issuer to pay such amounts to the Holders.

  • Guaranty Each Guarantor hereby absolutely and unconditionally, jointly and severally guarantees, as primary obligor and as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all Secured Obligations (for each Guarantor, subject to the proviso in this sentence, its “Guaranteed Obligations”); provided that (a) the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor and (b) the liability of each Guarantor individually with respect to this Guaranty shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code of the United States or any comparable provisions of any applicable state law. Without limiting the generality of the foregoing, the Guaranteed Obligations shall include any such indebtedness, obligations, and liabilities, or portion thereof, which may be or hereafter become unenforceable or compromised or shall be an allowed or disallowed claim under any proceeding or case commenced by or against any debtor under any Debtor Relief Laws. The Administrative Agent’s books and records showing the amount of the Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon each Guarantor, and conclusive for the purpose of establishing the amount of the Secured Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Secured Obligations or any instrument or agreement evidencing any Secured Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Secured Obligations which might otherwise constitute a defense to the obligations of the Guarantors, or any of them, under this Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing.

  • Subsidiary Guarantee For value received, each of the Subsidiary Guarantors named (or deemed herein to be named) below hereby jointly and severally fully and unconditionally guarantees to the Holder of the Security upon which this Subsidiary Guarantee is endorsed, and to the Trustee on behalf of such Holder, the due and punctual payment of the principal of (and premium, if any) and interest on such Security when and as the same shall become due and payable, whether at the Stated Maturity, by acceleration, call for redemption, offer to purchase or otherwise, according to the terms thereof and of the Indenture referred to therein and to cover all the rights of the Trustee under Section 607. In case of the failure of the Company punctually to make any such payment, each of the Subsidiary Guarantors hereby jointly and severally agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by acceleration, call for redemption, offer to purchase or otherwise, and as if such payment were made by the Company. Each of the Subsidiary Guarantors hereby jointly and severally agrees that its obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, the validity, regularity or enforceability of such Security or the Indenture, the absence of any action to enforce the same or any release, amendment, waiver or indulgence granted to the Company or any other guarantor, or any consent to departure from any requirement of any other guarantee of all or of any of the Securities of this series, or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such release, amendment, waiver or indulgence shall, without the consent of such Subsidiary Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or alter the Stated Maturity thereof. Each of the Subsidiary Guarantors hereby waives the benefits of diligence, presentment, demand of payment, any requirement that the Trustee or any of the Holders protect, secure, perfect or insure any security interest in or other lien on any property subject thereto or exhaust any right or take any action against the Company or any other Person or any collateral, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to such Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Subsidiary Guarantee will not be discharged except by complete performance of the obligations contained in such Security and in this Subsidiary Guarantee. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default with respect to Securities of this series, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Securities of this series, to collect interest on the Securities of this series, or to enforce or exercise any other right or remedy with respect to the Securities of this series, such Subsidiary Guarantor agrees to pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. No reference herein to the Indenture and no provision of this Subsidiary Guarantee or of the Indenture shall alter or impair the Subsidiary Guarantee of any Subsidiary Guarantor, which is absolute and unconditional, of the due and punctual payment of the principal (and premium, if any) and interest on the Security upon which this Subsidiary Guarantee is endorsed. Each Subsidiary Guarantor shall be subrogated to all rights of the Holder of this Security against the Company in respect of any amounts paid by such Subsidiary Guarantor on account of this Security pursuant to the provisions of its Subsidiary Guarantee or the Indenture; provided, however, that such Subsidiary Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of (and premium, if any) and interest on this Security and all other Securities of this series issued under the Indenture shall have been paid in full. This Subsidiary Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Securities of this series is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of the Securities of this series, whether as a “voidable preference,” “fraudulent transfer,” or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Securities of this series shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. The Subsidiary Guarantors or any particular Subsidiary Guarantor shall be released from this Subsidiary Guarantee upon the terms and subject to certain conditions provided in the Indenture. By delivery to the Trustee of a supplement to the Indenture referred to in the Security upon which this Subsidiary Guarantee is endorsed in accordance with the terms of the Indenture, each Person that becomes a Subsidiary Guarantor after the date of first issuance of the Securities of this series will be deemed to have executed and delivered this Subsidiary Guarantee for the benefit of the Holder of the Security upon which this Subsidiary Guarantee is endorsed with the same effect as if such Subsidiary Guarantor were named below and had executed and delivered this Subsidiary Guarantee. All terms used in this Subsidiary Guarantee which are defined in the Indenture shall have the meanings assigned to them in such Indenture. This Subsidiary Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Security upon which this Subsidiary Guarantee is endorsed shall have been executed by the Trustee under the Indenture by manual signature. Reference is made to the Indenture for further provisions with respect to this Subsidiary Guarantee. This Subsidiary Guarantee shall be governed by and construed in accordance with the laws of the State of New York.

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