Subsidiary Guarantees Sample Clauses
The Subsidiary Guarantees clause requires that certain subsidiaries of a company agree to guarantee the obligations of the main company, typically in relation to a loan or bond issuance. In practice, this means that if the parent company defaults on its debt, the lenders or bondholders can seek repayment from the designated subsidiaries as well. This clause provides additional security for creditors by expanding the pool of entities responsible for repayment, thereby reducing the risk of loss if the parent company alone cannot fulfill its obligations.
POPULAR SAMPLE Copied 1 times
Subsidiary Guarantees. (a) Each Subsidiary Guarantor hereby jointly and severally irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety, to each Noteholder 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, repurchase or otherwise, of all obligations of the Company under this Indenture (including obligations to the Trustee) and the Notes, whether for payment of principal of, Interest on, in respect of the Notes and all other monetary obligations of the Company under this Indenture and the Notes 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 Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Subsidiary 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 Subsidiary Guarantor, and that each such Subsidiary Guarantor shall remain bound under this Article 17 notwithstanding any extension or renewal of any Guaranteed Obligation.
(b) Each Subsidiary 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 Subsidiary Guarantor waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (i) the failure of any Noteholder 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 Notes 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 Notes or any other agreement; (iv) the release of any security held by any Noteholder or the Trustee for the Guaranteed Obligations or any of them; (v) the failure of any Noteholder 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 Subsidiary Guarantor.
(c) Each Subsidiary Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among the Subsi...
Subsidiary Guarantees. Subject to Section 1301, each Subsidiary Guarantor hereby, jointly and severally, fully and unconditionally guarantees to each Holder of a Security authenticated and delivered by the Trustee, the due and punctual payment of the principal of (and premium, if any) and interest on such Security when and as the same shall become due and payable, whether at the Stated Maturity, by acceleration, call for redemption, offer to purchase or otherwise, in accordance with the terms of such Security and of this Indenture, and each Subsidiary Guarantor similarly guarantees to the Trustee the payment of all amounts owing to the Trustee in accordance with the terms of this Indenture. In case of the failure of the Company punctually to make any such payment, each Subsidiary Guarantor hereby, jointly and severally, agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by acceleration, call for redemption, offer to purchase or otherwise, and as if such payment were made by the Company. Each of the Subsidiary Guarantors hereby jointly and severally agrees that its obligations hereunder shall be absolute, unconditional, irrespective of, and shall be unaffected by, the validity, regularity or enforceability of such Security or this Indenture, the absence of any action to enforce the same or any release, amendment, waiver or indulgence granted to the Company or any other guarantor or any consent to departure from any requirement of any other guarantee of all or any of the Securities of such series or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such release, amendment, waiver or indulgence shall, without the consent of such Subsidiary Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or alter the Stated Maturity thereof. Each of the Subsidiary Guarantors hereby waives the benefits of diligence, presentment, demand for payment, any requirement that the Trustee or any of the Holders protect, secure, perfect or insure any security interest in or other lien on any property subject thereto or exhaust any right or take any action against the Company or any other Person or any collateral, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against ...
Subsidiary Guarantees. (a) The Obligors will ensure that at all times each Subsidiary (other than the Company) that has outstanding a Guaranty with respect to any Indebtedness of the Guarantor outstanding under any Credit Facility (or is otherwise a co-obligor on, or jointly liable with respect to, any such Indebtedness) is a Subsidiary Guarantor.
(b) The Obligors will cause each Subsidiary which is or becomes a Subsidiary Guarantor to execute and deliver a Subsidiary Guarantee and to provide, together with an executed copy thereof, the following to each holder of a Note:
(i) a certificate signed by a director of such Subsidiary confirming that such Subsidiary is, and after giving the Subsidiary Guarantee will be, able to pay its debts as they become due; and
(ii) an opinion in form and substance reasonably satisfactory to the Required Holders from legal advisors to such Subsidiary covering the execution and enforceability of such Subsidiary Guarantee and other matters incidental thereto.
(c) Notwithstanding anything in this Agreement or in any Subsidiary Guarantee to the contrary, upon notice by the Obligors to each holder of a Note (which notice shall contain a certification by the Obligors as to the matters specified in clauses (x) and (y) below and shall be accompanied by a certification or other instrument executed by the creditor or creditors (or an agent acting on their behalf) evidencing the release of the applicable Subsidiary Guarantor of its obligations under its Guaranty or co-obligation or joint liability, as the case may be, in favor of such creditor or creditors), each of its Subsidiary Guarantors specified in such notice shall cease to be a Subsidiary Guarantor and shall be automatically released from its obligations under its Subsidiary Guarantee (without the need for the execution or delivery of any other document by any holder of a Note or any other Person) if, as at the date of such notice, after giving effect to such release (x) the Obligors will be in compliance with the requirement of Subsection (a) above and (y) no Default or Event of Default shall have occurred and be continuing.
Subsidiary Guarantees. This Note will be entitled to the benefits of certain Subsidiary Guarantees made for the benefit of the Holders. Reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and obligations thereunder of the Subsidiary Guarantors, the Trustee and the Holders.
Subsidiary Guarantees. Section 11.01.
Subsidiary Guarantees. SECTION 11.01 Guarantee................................................................................. 102 SECTION 11.02 Subordination of Subsidiary Guarantee..................................................... 104 SECTION 11.03 Limitation on Guarantor Liability......................................................... 104 SECTION 11.04 Execution and Delivery of Subsidiary Guarantee............................................ 104 SECTION 11.05 Guarantors May Consolidate, etc., on Certain Terms........................................ 105 SECTION 11.06 Releases.................................................................................. 105
Subsidiary Guarantees. SECTION 1301.
Subsidiary Guarantees. Section 10.01 Guarantee. 92 Section 10.02 Limitation on Guarantor Liability. 93 Section 10.03 Execution and Delivery of Subsidiary Guarantee. 93 Section 10.04 Releases. 93
Subsidiary Guarantees. 51 SECTION 11.
Subsidiary Guarantees. If any Subsidiary of the Partnership that is not then a Subsidiary Guarantor becomes a guarantor or co-obligor of any Funded Debt of the Partnership, in either case after the Issue Date, then the Partnership shall cause such Subsidiary to promptly execute and deliver a supplemental Indenture, substantially in the form of Exhibit B hereto, providing for the Guarantee of the payment of the Notes pursuant to Article XIV hereof.”