Guarantor’s Covenants Sample Clauses
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Guarantor’s Covenants. Subject to Sections 1(b) and (c), until the Indebtedness has been paid in full and any commitments of Lender or facilities provided by Lender with respect to the Indebtedness have been terminated and each and every term, covenant, and condition of this Guaranty is fully performed, Guarantor agrees:
(a) to provide the following financial information and statements in form and content acceptable to Lender, and such additional information as requested by Lender from time to time:
(i) Guarantor’s annual financial statements upon request of Lender. Such statements must be in form satisfactory to Lender and be certified and dated by Guarantor and show Guarantor’s financial condition. Such statements must include, without limitation, a listing of all assets and liabilities, a listing of all sources of income and of the uses of income, the amount and sources of contingent liabilities, identification of joint owners as to listed assets, and an annual projection of sources and uses of income;
(ii) additional information as requested by Lender from time to time regarding the financial condition of any corporations, partnerships, limited liability companies, or other entities in which Guarantor owns, directly or indirectly, a material interest; and
(iii) copies of Guarantor’s federal income tax return (with all forms K-1 attached) together with a statement of any contributions made by Guarantor to any subchapter S corporation or trust, and, if requested by Lender, copies of any extensions of the filing date.
Guarantor’s Covenants. The Guarantors hereby further agree, undertake and covenant with the Bank as follows:-
Guarantor’s Covenants. Each Guarantor covenants and agrees that from the date hereof and until payment in full of all indebtedness and performance of all obligations owed under the Loan Documents, Guarantor shall:
Guarantor’s Covenants. The Guarantor hereby confirms, and shall perform, each of the covenants relating to the Guarantor set forth in each Credit Document to which it is a party or by which it is bound.
Guarantor’s Covenants. The Guarantor further agrees that:
22.2.1 this guarantee and indemnity continues throughout the Term and after the Term expires;
22.2.2 any payment made to the Council and later avoided by any statutory provision or discounted, refunded or reduced by any subsequent proceedings does not discharge the Guarantor’s liability and, in any such event, the Council, the Lessee and the Guarantor must be restored to the rights which each would have had if the payment had not been made;
22.2.3 the Council may proceed against the Guarantor (or any one or more of them) concurrently, before or instead of proceeding against the Lessee without affecting the liability of the Guarantor or the Lessee;
22.2.4 the liability of the Guarantor is not prejudiced by the granting of time, credit or any indulgence or concession to the Lessee or by any compounding, compromise, release, absolute or partial discharge (whether by operation of law or otherwise), abandonment, waiver, variation, novation, relinquishment or renewal of any contractual rights, duties, guarantees or indemnities by the Lessee, or by any omission or neglect or by any other dealing, matter or thing which, but for this provision, could or might operate to prejudice this guarantee and indemnity. This guarantee and indemnity is absolute and unconditional in all circumstances;
22.2.5 this guarantee and indemnity is not affected by any laches, acts, omissions or mistakes by the Council;
22.2.6 until the Lessee has fully performed and observed the Lessee’s covenants in this Lease and until the Council has received in full all moneys due from the Lessee under this Lease, the Guarantor is bound by this guarantee and indemnity;
22.2.7 this guarantee and indemnity continues to bind the Guarantor notwithstanding:
22.2.7.1 the death, bankruptcy, insolvency or liquidation (as the case may be) of the Lessee or the Guarantor or any one or more of them;
22.2.7.2 any change in the constitution of the Council, the Lessee or the Guarantor;
22.2.7.3 the happening of any thing, which under the law relating to sureties would, but for this provision, release the Guarantor from this guarantee and indemnity or discharge this guarantee and indemnity;
22.2.7.4 any part of this Lease being severed;
22.2.7.5 any renewal or extension of the Term or any variation to the terms of this Lease;
22.2.7.6 any security taken by the Council being or becoming void or defective or any loss or impairment of such security;
22.2.7.7 any assignment of this Le...
Guarantor’s Covenants. The Guarantor undertakes to MCI WorldCom that so long as any Customer has any actual or contingent liability to MCI WorldCom, the Guarantor shall (save with MCI WorldCom's prior written consent):
(a) ensure that the liabilities (whether actual or contingent) of the Guarantor under this Guarantee shall at all times constitute the direct, unconditional obligations of the Guarantor and will rank at least pari passu with all present and future indebtedness issued, created, assumed or guaranteed by the Guarantor other than any indebtedness the subject matter of any existing Encumbrance or any Encumbrance which the Guarantor has created, agreed to create or permitted to arise or subsist in compliance with the terms of the Standstill Letter;
(b) subject to the terms of the Standstill Letter, not create or agree to create or permit to arise or subsist any Encumbrance on its present or future assets or any part of them and not sell or otherwise dispose of any of its assets on terms which would result in any such asset being leased to or re-acquired by the Guarantor or any of its subsidiaries;
(c) not make any material change to the nature of any business carried on at the date of this Guarantee or discontinue any such business or a material part of the Guarantor's businesses as a whole;
(d) not redeem or purchase any of its shares or otherwise reduce its share capital;
(e) not enter into any material transaction or arrangement with any person other than on arm's length terms and for full market value; and
(f) deliver to MCI WorldCom copies of:
(i) the audited consolidated profit and loss account and balance sheet of each Guarantor and its subsidiaries for each accounting reference period ending after the date of this Guarantee as soon as the same has been approved by the board of directors of each Guarantor (but in any event not later than 90 days from the end of such accounting reference period); and
(ii) any information concerning the business or financial condition of the Guarantor which MCI WorldCom may reasonably require from time to time.
Guarantor’s Covenants. The Guarantor HEREBY COVENANTS with the Landlord, as a primary obligation, as follows:-
Guarantor’s Covenants. The liability of the Guarantor shall not be impaired, abated, deferred, diminished, modified, released, terminated or discharged, in whole or in part, or otherwise affected, by any event, condition, occurrence, circumstance, proceeding, action or failure to act, with or without notice to, or the knowledge or consent of the Guarantor, including, without limitation:
a. any amendment, modification or extension of the Agreement or any Obligation;
b. any extension of time for performance, whether in whole or in part, of any Obligation given prior to or after default thereunder;
c. any exchange, surrender or release, in whole or in part, of any security that may be held by the Purchaser at any time under the Agreement;
d. any other guaranty in existence now or which may be executed by the Guarantor or any other third-party affiliated to the Seller;
e. any waiver of or assertion or enforcement or failure or refusal to assert or enforce, in whole or in part, any Obligation, claim, cause of action, right or remedy which the Purchaser may, at any time, have under the Agreement or with respect to any guaranty or any security which may be held by the Purchaser at any time for or under this Agreement or with respect to the Seller;
f. any act, omission or delay by the Purchaser which may in any manner or to any extent vary the risk of the Guarantor or which would otherwise operate as a discharge the Guarantor as a matter of law;
g. the release of any other guarantor from liability for the performance or observance of any Obligation, whether by operation of law or otherwise;
h. the failure to give the Guarantor any notice whatsoever; or
i. any right, power or privilege that the Purchaser may now or hereafter have against any person, entity or collateral in relation to this Agreement.
Guarantor’s Covenants. 1. To pay observe & perform 2. To take lease on disclaimer 3. Payments following disclaimer
Guarantor’s Covenants. Each Guarantor hereby confirms, and shall perform, each of the covenants relating to such Guarantor set forth in each Loan Document to which it is a party or by which it is bound. No Guarantor may assign this Guarantee without the prior written consent of the Beneficiary, which may be withheld in the Beneficiary’s sole discretion.