Guarantors. Any time after the Effective Date, Borrower may cause any of its Subsidiaries to guarantee the Obligations of Borrower hereunder by delivering to Administrative Agent an Assumption Agreement to the Guarantee Agreement, in form set forth on Annex 1 to the Guarantee Agreement and executed by such proposed Guarantor. If, at any time following the Effective Date, a Guarantor ceases to be a Restricted Subsidiary (including as a result of a redesignation of such Restricted Subsidiary as an Unrestricted Subsidiary) or ceases to be a Subsidiary, in each case as a result of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. In addition, if Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee of the Obligations, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to such release, no Default or Event of Default shall have occurred and be continuing, then immediately upon the delivery of such notice and certification to Administrative Agent such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. Notwithstanding the foregoing, no Guarantor that is a Significant Subsidiary and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including as a result of being designated as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee of such Material Debt. Administrative Agent shall execute such documents as Borrower shall reasonably request to evidence the release contemplated by this Section 6.10.
Guarantors. So long as any Registrable Notes remain outstanding, the Issuers shall cause each Person that becomes a guarantor of the Notes under the Indenture to execute and deliver a counterpart to this Agreement which subjects such Person to the provisions of this Agreement as a Guarantor. Each of the Guarantors agrees to join the Company in all of its undertakings hereunder to effect the Exchange Offer for the Exchange Notes and the filing of any Shelf Registration Statement required hereunder.
Guarantors. PRC WILLISTON, LLC, a Delaware limited liability company By: Magnum Hunter Resources Corporation, its sole member By: /s/ Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx Chief Financial Officer MAGNUM HUNTER RESOURCES LP, a Delaware limited partnership By: Magnum Hunter Resources GP, LLC, its general partner By: Magnum Hunter Resources Corporation, its sole member By: /s/ Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx Chief Financial Officer MAGNUM HUNTER RESOURCES GP, LLC, a Delaware limited liability company By: Magnum Hunter Resources Corporation, its sole member By: /s/ Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx Chief Financial Officer TRIAD HUNTER, LLC, a Delaware limited liability company By: /s/ Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx Vice President EAGLE FORD HUNTER, INC., a Colorado corporation By: /s/ Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx Secretary MAGNUM HUNTER PRODUCTION INC., a Kentucky corporation By: /s/ Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx Chief Financial Officer NGAS HUNTER, LLC By: /s/ Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx Vice President and Treasurer MHR CALLCO CORPORATION, a corporation existing under the laws of the Province of Alberta By: /s/ Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx Vice President MHR EXCHANGECO CORPORATION, a corporation existing under the laws of the Province of Alberta By: /s/ Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx Vice President WILLISTON HUNTER CANADA, INC., a corporation existing under the laws of the Province of Alberta By: /s/ Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx Executive Vice President and Chief Financial Officer WILLISTON HUNTER INC., a Delaware corporation By: /s/ Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx Executive Vice President and Chief Financial Officer WILLISTON HUNTER ND, LLC, a Delaware limited liability company By: /s/ Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx Vice President and Treasurer XXXXXX XXXXXX, LLC, a Delaware limited liability company By: /s/ Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx Executive Vice President MAGNUM HUNTER MARKETING, LLC, a Delaware limited liability company By: /s/ Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx Executive Vice President and Treasurer VIKING INTERNATIONAL RESOURCES CO., INC., a Delaware limited liability company By: /s/ Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx Executive Vice President and Treasurer BANK OF MONTREAL By: /s/ Xxxxxx Xxxxxxxx Xxxxxx Xxxxxxxx Director
Guarantors. 18.1. Each Guarantor: a Guarantees (jointly and severally if more than one) repayment to Cabins to Rent of all amounts payable by the Hirer pursuant to this Agreement, and the performance of all of the Hirer’s obligations under this Agreement. b Acknowledges that Cabins to Rent has entered into this Agreement with the Hirer at the request of the Guarantor, that Cabins to Rent might not have done so without the Guarantor’s guarantee, and that Cabins to Rent doing so is a benefit to the Guarantor. c Agrees that if the Hirer does not pay any amount, or perform any obligation, under this Agreement, the Guarantor will do so on demand. d Agrees that the Guarantor is liable under this guarantee and this Agreement as if it were the sole principal debtor and not merely a surety. e Agrees that, without limiting clause 18.1c, if for any reason any amounts payable by the Hirer under this Agreement or any collateral securities are not recoverable by Cabins to Rent, whether as a matter of law or as a matter of fact, the Guarantor will indemnify Cabins to Rent against any resulting Loss, and will pay the amount of any such Loss to Cabins to Rent as a principal debtor and on demand. f Agrees that their obligations as a Guarantor are absolute and unconditional, and will not be released or in any way affected by: i This Agreement being unenforceable or otherwise defective; or ii Any variation or release of this Agreement, or any other Guarantor; or iii Any concessions by Cabins to Rent to the Hirer or to any other Guarantor; or iv The insolvency, bankruptcy or liquidation (as appropriate) of the Hirer or any other Guarantor; or v Any other act, omission, or rule of law which would, were it not for this clause, release a guarantor or indemnifier, and irrevocably waives any rule of law to a different effect. g Acknowledges that the Guarantor is not a “Debtor” for the purposes of the PPSA and, to the extent permissible by law, waives any notices or rights of a Debtor under PPSA to the extent inconsistent with these terms. h Acknowledges that the Guarantor has either had independent legal advice prior to executing these terms or, if that has not occurred, that is solely the Guarantor’s own choice freely made, and as a result the Guarantor irrevocably waives any rights which the lack of that independent advice might otherwise have given the Guarantor.
Guarantors. (a) Within 10 days after the date on which any of the following conditions first applies to any Subsidiary that is not already a Guarantor, the Borrower shall deliver to the Administrative Agent each of the following in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary (or if the Guaranty is not then in existence, a Guaranty executed by such Subsidiary) and (ii) the items that would have been delivered under subsections (iv) through (viii) and (xv) of Section 5.1.(a) and under Section 5.1(e) if such Subsidiary had been required to be a Guarantor on the Agreement Date:
Guarantors. Each of the Guarantors has joined into the execution of this Agreement for the purpose of consenting to the amendment contained herein and reaffirming its guaranty of the Obligations as increased by the terms of this Amendment Agreement.
Guarantors. Each Guarantor, for value received, hereby expressly consents and agrees to the Borrower’s execution and delivery of this Amendment, and to the performance by the Borrower of its agreements and obligations hereunder. This Amendment and the performance or consummation of any transaction or matter contemplated under this Amendment, shall not limit, restrict, extinguish or otherwise impair any Guarantor’s liability to the Administrative Agent and Lenders with respect to the payment and other performance obligations of such Guarantor pursuant to the Guarantees. Each Guarantor hereby ratifies, confirms and approves its Guarantee and acknowledges that it is unconditionally liable to the Administrative Agent and Lenders for the full and timely payment of the Guaranteed Obligations (on a joint and several basis with the other Guarantors). Each Guarantor hereby acknowledges that it has no defenses, counterclaims or set-offs with respect to the full and timely payment of any or all Guaranteed Obligations.
Guarantors. Each of the undersigned Guarantors consent to the amendments to the Loan Documents contained herein. Although the undersigned Guarantors have been informed of the matters set forth herein and have consented to same, each Guarantor understands that no member of the Lender Group has any obligation to inform it of such matters in the future or to seek its acknowledgement or agreement to future consents, waivers, or amendments related to the Credit Agreement, and nothing herein shall create such a duty.
Guarantors. If indicated as required on the Merchant Application then as a primary inducement to Service Providers to enter into this Agreement, the undersigned Guarantor(s), by signing this Agreement, jointly and severally, unconditionally and irrevocably, guarantee the continuing full and faithful performance and payment by Merchant of each of its duties and obligations to Service Providers pursuant to this Agreement, as it now exists or is amended from time to time, with or without notice. Guarantor(s) understands further that Service Providers may proceed directly against Guarantor(s) without first exhausting its remedies against any other person or entity responsible therefore to it or any security held by Service Providers or Merchant. Guarantor(s) hereby agrees that all rights, remedies, and recourses afforded to Service Providers by reason of this guarantee or otherwise are separate and cumulative and may be pursued separately, successively, or concurrently, as occasion therefore shall arise, and are nonexclusive and shall in no way limit or prejudice any other legal or equitable right, remedy, or recourse which Service Providers may have. Guarantor(s) hereby waive(s) presentment, notice of default or nonpayment, and protest and notice thereof, and consents to any modification or renewal of this Agreement or the guaranteed obligations. Guarantor(s) agree(s) to pay all costs, interest, and reasonable attorney’s fees incurred by Service Providers in collecting any amounts hereby guaranteed, whether from Guarantor(s) or Merchant, and in otherwise enforcing any of the Guaranteed Obligations. This guaranty will not be discharged or affected by the death of the undersigned, will bind all heirs, administrators, representatives, and assigns and may be enforced by or for the benefit of any successor of Service Providers. Guarantor(s) understand(s) that the inducement to Service Providers to enter into this agreement is consideration for the guaranty, and that this guaranty remains in full force and affect even if the Guarantor(s) receive no additional benefit from the guaranty.
Guarantors. American Student Assistance California Student Aid Commission Colorado Student Loan Program Connecticut Student Loan Foundation Educational Credit Management Corp of Virginia Florida Bureau of Student Financial Assistance Great Lakes Higher Education Corporation Illinois Student Assistance Commission Iowa College Student Aid Commission Kentucky Higher Education Assistance Authority Louisiana Office of Student Financial Assistance Michigan Guaranty Agency Nebraska Student Loan Program New Jersey Office of Student Assistance New York State Higher Education Services Corporation Northwest Education Loan Association Oklahoma Guaranteed Student Loan Program Pennsylvania Higher Education Assistance Agency Student Loan Guarantee Foundation of Arkansas, Inc. Tennessee Student Assistance Corporation Texas Guaranteed Student Loan Corporation United Student Aid Funds, Inc.
