Limitation on Subsidiary Guarantees. Permit any Subsidiary to Guarantee the payment of any Indebtedness of the Borrower unless:
(i) such Subsidiary simultaneously executes and delivers to the Administrative Agent a Subsidiary Guarantee of such Subsidiary, except that, with respect to a Guarantee of Indebtedness of the Borrower if such Indebtedness is by its express terms subordinated in right of payment to the Loans and other Obligations, any such Guarantee of such Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Subsidiary’s Subsidiary Guarantee with respect to the Loans and such other Obligations substantially to the same extent as such Indebtedness is subordinated to the Loans and such other Obligations;
(ii) such Subsidiary waives, and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Borrower or any other Subsidiary of the Borrower as a result of any payment by such Subsidiary under its Subsidiary Guarantee of the Loans and other Obligations; and
(iii) such Subsidiary shall deliver to the Administrative Agent an opinion of counsel to the effect that (A) such Subsidiary Guarantee has been duly executed and authorized and (B) such Subsidiary Guarantee constitutes a valid, binding and enforceable obligation of such Subsidiary, except insofar as enforcement thereof may be limited by applicable Debtor Relief Laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity; provided, that this Section shall not be applicable to any Guarantee of any Subsidiary that (A) existed at the time such Person became a Subsidiary of the Borrower and (B) was not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary of the Borrower. Notwithstanding the foregoing and the other provisions of this Agreement, in the event a Subsidiary Guarantor is sold or Disposed of (whether by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by lease) and whether or not the Subsidiary Guarantor is the surviving corporation in such transaction) to a Person which is not the Borrower or a Subsidiary of the Borrower, such Subsidiary Guarantor will be released from its obligations under its Subsidiary Guarantee if (1) the sale or other Disposition is in compliance with Secti...
Limitation on Subsidiary Guarantees. The Company will not permit any of its Subsidiaries, directly or indirectly, to Guarantee any Debt, other than (a) Guarantees of Notes permitted by Section 2.01 of this Indenture (so long as such Subsidiary has Guaranteed all Notes issued under this Indenture), (b) Debt secured by a Lien permitted by Section 4.10, so long as such Subsidiary has Guaranteed the Notes (for the avoidance of doubt, if Section 4.10 is no longer in effect as a result of the second sentence thereof, this clause (b) shall be changed to read “Debt secured by a Lien, so long as such Subsidiary has Guaranteed the Notes”), and (c) Guarantees pursuant to contractual obligations existing as of the date of the Investment Agreement (which, for the avoidance of doubt, shall include any Guarantee of Debt of Xxxxxx Xxxxx Europe Gmbh).
Limitation on Subsidiary Guarantees. The Company will not permit any of its Subsidiaries, directly or indirectly, to Guarantee any Debt, other than (a) Guarantees of (i) Notes permitted by Section 2.01 of this Indenture (so long as such Subsidiary has Guaranteed all Notes issued under this Indenture), (ii) any notes issued pursuant to that certain Indenture by and among the Company, the guarantors party thereto from time to time and U.S. Bank, as trustee, dated as of June 1, 2022, as amended and as may be amended, supplemented or otherwise modified from time to time, and (iii) any notes issued pursuant to that certain Indenture by and among the Company, the guarantors party thereto from time to time and U.S. Bank, as trustee, dated as of June 23, 2023 as may be amended, supplemented or otherwise modified from time to time, (b) Debt secured by a Lien permitted by Section 4.10, so long as such Subsidiary has Guaranteed the Notes (for the avoidance of doubt, if Section 4.10 is no longer in effect as a result of the second sentence thereof, this clause (b) shall be changed to read “Debt secured by a Lien, so long as such Subsidiary has Guaranteed the Notes”), and (c) Guarantees pursuant to contractual obligations existing as of the date of the Investment Agreement (which, for the avoidance of doubt, shall include any Guarantee of Debt of Xxxxxx Xxxxx Europe Gmbh).
Limitation on Subsidiary Guarantees. The Company will not permit any of its Subsidiaries, directly or indirectly, to Guarantee any Debt, other than (a) Guarantees of Notes permitted by Section 2.01 of this Indenture (so long as such Subsidiary has Guaranteed all Notes issued under this Indenture), (b) Guarantees of any Debt not specified in clause (a) above or clause (c) below so long as such Guarantees are permitted under the Existing Indentures and such Subsidiary has Guaranteed the Notes, and (c) Guarantees pursuant to contractual obligations existing as of April 11, 2023 (which, for the avoidance of doubt, shall include any Guarantee of Debt of Nikola Iveco Europe Gmbh).
Limitation on Subsidiary Guarantees. Prior to the time the conditions set out in Section 11.06(a)(3) or 11.06(a)(5) are satisfied, the Company shall not permit any of its Restricted Subsidiaries, directly or indirectly, to Guarantee obligations under the Credit Facilities, unless such Restricted Subsidiary is a Subsidiary Guarantor or, within 30 days, executes and delivers a supplemental indenture providing for a Subsidiary Guarantee by such Restricted Subsidiary. Each Subsidiary Guarantee will be limited to an amount not to exceed the maximum amount that can be Guaranteed by that Subsidiary Guarantor without rendering the Subsidiary Guarantee, as it relates to such Subsidiary Guarantor voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.
Limitation on Subsidiary Guarantees. The Guarantor shall not cause or permit any of its subsidiaries, directly or indirectly, to guarantee, assume or in any other manner become liable with respect to any indebtedness of the Guarantor or any of its subsidiaries (other than under the Credit Agreement).
