Senior Guarantees Clause Samples
A Senior Guarantees clause establishes that a third party, often a parent company or a financially strong affiliate, guarantees the obligations of the primary party under the agreement. This guarantee typically covers payment or performance duties, ensuring that if the primary party defaults, the guarantor will fulfill those obligations. By providing this additional layer of security, the clause reduces the risk for the counterparty and increases confidence in the enforceability of the contract's terms.
Senior Guarantees. (a) Each Guarantor hereby jointly and severally irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety, to each Holder and to the Trustee and its successors and assigns (i) the full and punctual payment when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligations of the Company under this Indenture (including obligations to the Trustee) and the Securities, whether for payment of principal of, interest on or additional interest, if any, in respect of the Securities and all other monetary obligations of the Company under this Indenture and the Securities and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company whether for fees, expenses, indemnification or otherwise under this Indenture and the Securities (all the foregoing being hereinafter collectively called the "Guaranteed Obligations"). Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Guarantor, and that each such Guarantor shall remain bound under this Article 10 notwithstanding any extension or renewal of any Guaranteed Obligation.
(b) Each Guarantor waives presentation to, demand of payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (i) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Securities or any other agreement or otherwise; (ii) any extension or renewal of any thereof; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (iv) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (v) the failure of any Holder or Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (vi) any change in the ownership of such Guarantor, except as provided in Section 10.02(b).
(c) Each Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among the Guarantors, such that such...
Senior Guarantees. 81 SECTION 10.02.
Senior Guarantees. 79 SECTION 10.01. Senior Guarantees........................................................................79 SECTION 10.02. Limitation on Liability..................................................................81 SECTION 10.03. Successors and Assigns...................................................................82 SECTION 10.04. No Waiver................................................................................82 SECTION 10.05. Modification.............................................................................82 SECTION 10.06. Execution of Supplemental Indenture for Future Guarantors................................82 SECTION 10.07. Non-Impairment...........................................................................83 ARTICLE 11 Miscellaneous.........................................................................................83
Senior Guarantees. Each Guarantor agrees that all payments required to be made pursuant to this Guarantee by such Guarantor are senior in right and priority of payment to the payment of any Guarantee Obligations of such Guarantor arising under or in connection with the guarantee made by such Guarantor under the Securities Purchase Agreement and senior in right and priority of payment to any of the Guarantee Obligations described in subsections 7.4(b) or (c) of the Credit Agreement.