Guaranty Agreement Clause Samples

Guaranty Agreement. (If applicable). For value received, and in consideration of the credit heretofore and hereafter extend by MCI WORLDCOM, the undersigned, to Customer and all of its successors and assigns, whether one or more ("Guarantor"), jointly and severally guarantee the full and punctual payment when due of all indebtedness (as hereinafter defined) owing by Debtor to MCI WORLDCOM . "Debtor" includes Customer and all other entities owned or controlled by Customer and/or Guarantor, whether such entities are now or hereafter existing. Guarantor agrees that such guarantee is a continuing guarantee of payment of all indebtedness owing by Debtor to MCI WORLDCOM now outstanding or owing or which thereafter may exist or be incurred. It shall be conclusively presumed that all extensions of credit and financial accommodations made by MCI WORLDCOM to Debtor made concurrently herewith or hereafter are made in reliance upon this Guaranty Agreement. This guarantee shall continue until such time as Guarantor gives written notice of termination by actual delivery thereof to the Credit Manager of MCI WORLDCOM at the operating center identified on the first page hereof, and such notice of termination is acknowledged in writing by an officer of MCI WORLDCOM. Such termination of this guarantee shall not be effective as to the Indebtedness then owing to MCI WORLDCOM by Debtor, and this guarantee shall continue as to any such Indebtedness until the same is fully paid, discharged, and satisfied. Guarantor absolutely and unconditionally guarantees payment of the Indebtedness to MCI WORLDCOM. Guarantor's liability hereunder shall not be impaired, reduced, or affected by MCI WORLDCOM's failure, refusal, or neglect to collect the Indebtedness from Debtor, or to enforce or preserve any other security or guarantee, or the failure to perform any other act prior to seeking payment from Guarantor. Guarantor hereby expressly waives and consents in advance to any change or alteration of any agreement between Debtor and MCI WORLDCOM, including, without limitation, the rearrangement, renewal, and/or extension of Debtor's Indebtedness. Guarantor's liability hereunder shall not be impaired, reduced, or affected by the taking of any other guarantee or security for the Indebtedness, or by the release, subordination, or loss of any such other guarantee or security, whether done voluntarily by MCI WORLDCOM or by the death, insolvency, bankruptcy, disability of Debtor, or any Guarantor.

Guaranty Agreement. An original of a Guaranty Agreement, duly executed by such Subsidiary;

Guaranty Agreement. If Seller’s Performance Assurance obligation is satisfied by a Guaranty Agreement, it shall be in the form of Exhibit I executed by a Guarantor reasonably acceptable to SCE meeting the Credit Rating requirements for the Guarantor set forth immediately below. The Guarantor shall maintain a Credit Rating of at least: (i) “BBB-” from S&P and “Baa3” from ▇▇▇▇▇’▇, if it is rated by both S&P and ▇▇▇▇▇’▇; or (ii) “BBB-” from S&P or “Baa3” from ▇▇▇▇▇’▇ if it is rated by either S&P or ▇▇▇▇▇’▇ but not by both. If at any time the Guarantor fails to maintain such Credit Ratings, the Seller shall provide to SCE Performance Assurance, or a replacement Guaranty Agreement from a Guarantor acceptable to SCE, within ten (10) Business Days.

Guaranty Agreement. If Seller’s Performance Assurance obligation is satisfied by a Guaranty Agreement, such agreement shall be in the form of Exhibit O executed by the Guarantor identified in Section 1.07(b)(i) or other party, in each case acceptable to Buyer and meeting the Credit Rating requirements for the Guarantor set forth immediately below. The Guarantor shall maintain a Credit Rating of at least: “BBB-” from S&P, “Baa3” from ▇▇▇▇▇’▇, and “BBB-” from Fitch, if Guarantor is rated by all three ratings agencies; The lower of “BBB-” by S&P, “Baa3” by ▇▇▇▇▇’▇, or “BBB-” by Fitch if Guarantor is rated by only two of the three ratings agencies; or

Guaranty Agreement. The Guaranty Agreement shall have been duly authorized, executed and delivered by each Guarantor and shall be in full force and effect.

Guaranty Agreement. The Guarantor hereby absolutely, unconditionally, and irrevocably (1) guarantees the full and punctual payment when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all Indebtedness of the Borrower and each other Obligor now or hereafter existing under each of the Credit Agreement, the Notes and each other Loan Document to which the Borrower or such other Obligor is or may become a party, whether for principal, interest, fees, expenses or otherwise (including all such amounts which would become due but for the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code, 11 U.S.C. §362(a), and the operation of Sections 502(b) and 506(b) of the United States Bankruptcy Code, 11 U.S.C. §502(b) and §506(b)), and (2) indemnifies and holds harmless each Lender and each holder of a Note for any and all costs and expenses (including reasonable attorney’s fees and expenses) incurred by such Lender or such holder, as the case may be, in enforcing any rights under this Guaranty Agreement; provided, however, that the Guarantor shall be liable under this Guaranty Agreement for the maximum amount of such liability that can be hereby incurred without rendering this Guaranty Agreement, as it relates to the Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount. This Guaranty Agreement constitutes a guaranty of payment when due and not of collection, and the Guarantor specifically agrees that it shall not be necessary or required that any Lender or any holder of any Note exercise any right, assert any claim or demand or enforce any remedy whatsoever against the Borrower or any other Obligor (or any other Person) before or as a condition to the obligations of the Guarantor hereunder.

Guaranty Agreement. Executed counterparts of the Guaranty from each of the parties listed on the signature pages thereto.

Guaranty Agreement. The Guaranty Agreement executed by each Guarantor.

Guaranty Agreement. Exhibit 1.1(I)(1)