Guarantors Sample Clauses

Guarantors. The Company shall cause each of its Subsidiaries (other than the Excluded Subsidiaries) to guarantee pursuant to the Multiparty Guaranty or supplement or counterpart thereto (or, in the case of a Foreign Subsidiary, any other guarantee agreement requested by the Required Holders) the obligations of the Company evidenced by the Notes and under the other Transaction Documents. In furtherance of the above, after the formation or acquisition of any Subsidiary the Company shall promptly (and in any event upon the earlier of (x) such time as such Subsidiary becomes a guarantor, co-borrower or other obligor under the Credit Agreement and (y) within 45 days after such formation or acquisition): (i) provide written notice to the holders of Notes upon any Person becoming a Subsidiary, setting forth information in reasonable detail describing all of the assets of such Person; (ii) cause such Person to execute a supplement or counterpart to the Multiparty Guaranty and such other Collateral Documents as are necessary for the Company and its Subsidiaries to comply with Section 9.8; (iii) cause the Applicable Pledge Percentage of the issued and outstanding equity interests of such Person and each other Pledge Subsidiary to be delivered to the Collateral Agent (together with undated stock powers signed in blank, if applicable) and pledged to the Collateral Agent pursuant to an appropriate pledge agreement(s) in substantially the form of the Pledge and Security Agreement (or joinder or other supplement thereto) and otherwise in form reasonably acceptable to the Required Holders; and (iv) deliver such other documentation as the Required Holders may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other authority documents of such Person and, to the extent requested by the Required Holders, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the Required Holders. Notwithstanding the foregoing, no Foreign Subsidiary shall be required to execute and deliver the Multiparty Guaranty (or supplement thereto) or such other guarantee agreement if such execution and delivery would cause a Deemed Dividend Problem or a Financial Assistance Problem with respect to such Foreign Subsidiary and, in lieu thereof, the Company and the relevant Su...

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. 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. (a) Subject to Section 6.17(b), within 30 days (or such longer period as the Administrative Agent may agree to in its sole discretion) following the formation or acquisition of any direct or indirect Domestic Subsidiary after the Restatement Date, in each case other than Excluded Subsidiaries, the Credit Parties, as appropriate, shall cause such new Domestic Subsidiary to provide to the Administrative Agent, for the benefit of the Lender Group, a joinder and supplement to this Agreement substantially in the form of Exhibit H (each, a “Joinder Supplement”), pursuant to which such new Domestic Subsidiary shall agree to join as a Guarantor and as a Credit Party under this Agreement, and, at all times other than during a Collateral Fall Away Period, a supplement to the Security Agreement and such other security documents, together with appropriate Uniform Commercial Code financing statements, all in form and substance reasonably satisfactory to the Administrative Agent, and (ii) provide to the Administrative Agent, for the benefit of the Lender Group, all other documentation, including one or more opinions of counsel satisfactory to the Administrative Agent, which in its reasonable opinion is appropriate with respect to such formation and the execution and delivery of the applicable documentation referred to above, all documentation requested by the Lenders to comply with their “know your customer” obligations under the USA Patriot Act or otherwise imposed pursuant to anti-money laundering rules and regulations. Any document, agreement or instrument executed or issued pursuant to this Section 6.17 shall be a “Loan Document” for purposes of this Agreement. (b) Immaterial Subsidiaries shall not be required to become Credit Parties pursuant to Section 6.17(a), provided, that if the assets of all such Immaterial Subsidiaries and all Excluded Subsidiaries at any time of determination exceeds 10% of Consolidated Tangible Assets at the end of the most recently ended fiscal quarter, then the Borrower shall, and shall cause their Subsidiaries to, cause such number of Immaterial Subsidiaries to become Credit Parties in accordance with Section 6.17(a) as is necessary to cause the matters described in the proviso above to cease to be true after giving effect to any such Immaterial Subsidiary’s becoming a Credit Party.

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. 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. (a) Within 10 Business Days of the date on which any of the following conditions first applies to any Subsidiary (other than a Subsidiary owning a Non-Controlled Property) 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) of Section 5.1.(a) if such Subsidiary had been required to become 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 amended by the terms of this Agreement.

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. 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.