Guaranty Joinder Clause Samples

A Guaranty Joinder clause establishes the mechanism by which a new guarantor becomes legally bound to the obligations of an existing guaranty agreement. Typically, this clause outlines the process for a third party—such as a new affiliate or investor—to formally join the guaranty by executing a joinder agreement, thereby assuming the same responsibilities as the original guarantors. This ensures that the pool of parties guaranteeing the obligations can be expanded as needed, providing additional security to the beneficiary and addressing changes in the parties involved over time.
Guaranty Joinder. Each of the Subsidiaries of the Borrower has entered into the Guaranty dated as of March 10, 2015 in favor of Lender (as amended by the Omnibus Amendment, and as further amended, restated, supplemented or modified from time to time, the “Guaranty”). Within five (5) Business days (or such later date as the Lender may agree in its sole discretion) after any Person becomes a direct or indirect subsidiary of the Company, cause such Person to (a) become a Guarantor under the Guaranty by executing and delivering to the Lender a joinder agreement in form and substance satisfactory to the Lender, (b) to deliver to the Lender an amendment to the Pledge Agreement in form and substance satisfactory to the Lender to accomplish (i) the pledge of all of the shares of such subsidiary as security for the Obligations, and (ii) to ▇▇▇▇▇ ▇ ▇▇▇▇ on its assets as security for the Obligations, and (c) deliver to the Lender such charter documents, resolutions and favorable opinions of counsel (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clauses (a) through (c)), all in form, content and scope reasonably satisfactory to Lender.
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Guaranty Joinder. Receipt by the Administrative Agent of executed counterparts of a G▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, duly executed by each of the Project Paladin Loan Parties, if any, and the Administrative Agent.
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Guaranty Joinder. The Target and each of its Subsidiaries (and any new Subsidiaries of the Company formed in connection with the Target Acquisition) that are required to become a Guarantor under Section 6.12 of the Existing Credit Agreement (collectively, the “New Guarantors”) shall enter into a Joinder Agreement in form and substance reasonably satisfactory to the Administrative Agent to become a “Guarantor” under the Credit Agreement.
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Guaranty Joinder. (a) Each of the Borrower and each New Subsidiary hereby confirm that the Loan Parties are required by Section 8.8 of the Credit Agreement to cause the New Subsidiaries to become Guarantors under the Credit Agreement and Obligors under the Security Agreement. (b) Accordingly, each New Subsidiary hereby acknowledges, agrees and confirms that, by its execution of this Agreement, such New Subsidiary will be deemed to be a party to each of the Credit Agreement and the Guaranty Agreement, and a “Guarantor” for all purposes of the Credit Agreement and the Guaranty Agreement, respectively, and shall have all of the obligations of a Guarantor thereunder as if it had executed each of the Credit Agreement and the Guaranty Agreement as of the 2024 Incremental Term Loan Effective Date. Each New Subsidiary hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions applicable to it as a Guarantor contained in the Credit Agreement and the Guaranty Agreement. Without limiting the generality of the foregoing terms of this clause (b), each New Subsidiary hereby, jointly and severally together with the other Guarantors, agrees to be liable for all amounts due to the Lenders under the Credit Agreement, the Guaranty Agreement and the other Loan Documents, as provided in Section 8.8 of the Credit Agreement. (c) Each New Subsidiary hereby also acknowledges, agrees and confirms that, by its execution of this Agreement, such New Subsidiary will be deemed to be a party to the Security Agreement and an “Obligor” for all purposes of the Security Agreement, and shall have all the obligations of an Obligor thereunder as if it had executed the Security Agreement as of the 2024 Incremental Term Loan Effective Date. Each New Subsidiary hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Security Agreement. Without limiting the generality of the foregoing terms of this clause (c), each New Subsidiary hereby grants to the Administrative Agent, for the benefit of the holders of the Obligations, a continuing security interest in, and a right to set off against, any and all right, title and interest of such New Subsidiary in and to the Collateral (as defined in the Security Agreement), including, without limitation, the Equity Interests identified on Schedule 3(d)(iv) hereto and all other Pledged Equity (as defined in the Security Agreement), of such New Subsidiary to ...
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Related to Guaranty Joinder

  • Guaranty Supplements Upon the execution and delivery by any Person of a Guaranty Supplement, (i) such Person shall be referred to as an “Additional Guarantor” and shall become and be a Guarantor hereunder, and each reference in this Agreement to a “Guarantor” or a “Loan Party” shall also mean and be a reference to such Additional Guarantor, and each reference in any other Loan Document to a “Guarantor” shall also mean and be a reference to such Additional Guarantor, and (ii) each reference herein to “this Agreement”, “this Guaranty”, “hereunder”, “hereof” or words of like import referring to this Agreement and this Guaranty, and each reference in any other Loan Document to the “Loan Agreement”, “Guaranty”, “thereunder”, “thereof” or words of like import referring to this Agreement and this Guaranty, shall mean and be a reference to this Agreement and this Guaranty as supplemented by such Guaranty Supplement.

  • FORM OF JOINDER AGREEMENT JOINDER AGREEMENT

  • Waivers; Amendment; Joinder Agreements (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by Section 5.02(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by each Authorized Representative and each Collateral Agent (and with respect to any such termination, waiver, amendment or modification which by the terms of this Agreement requires the Company’s consent or which increases the obligations or reduces the rights of the Company or any other Grantor, with the consent of the Company). (c) Notwithstanding the foregoing, without the consent of any First-Lien Secured Party, any Authorized Representative may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 5.13 and upon such execution and delivery, such Authorized Representative and the Additional First-Lien Secured Parties and Additional First-Lien Obligations of the Series for which such Authorized Representative is acting shall be subject to the terms hereof and the terms of the Additional First-Lien Security Documents applicable thereto. (d) Notwithstanding the foregoing, without the consent of any other Authorized Representative or First-Lien Secured Party, the Collateral Agents may effect amendments and modifications to this Agreement to the extent necessary to reflect any incurrence of any Additional First-Lien Obligations in compliance with the Credit Agreement and the other Secured Credit Documents.

  • Form of Joinder This JOINDER (this “Joinder”) to the Tax Receivable Agreement (as defined below), dated as of , by and among Virtu Financial, Inc., a Delaware corporation (the “Corporate Taxpayer”), and (“Permitted Transferee”).

  • AMENDMENT OF GUARANTY No term or provision of this Guaranty shall be amended, modified, altered, waived or supplemented except in a writing signed by Guarantor and Counterparty.