Subsidiary Guarantees. Subject to this Article 10, each of the Guarantors hereby, jointly and severally, unconditionally guarantees, on a senior secured basis, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes held thereby and the Obligations of the Issuers hereunder and thereunder, that: (a) the principal of and premium, if any, and interest on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise, and interest on the overdue principal of and premium and (to the extent permitted by law) interest on the Notes, and all other payment Obligations of the Issuers to the Holders or the Trustee hereunder or thereunder will be promptly paid in full and performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise. Failing payment when so due of any amount so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Issuers. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against an Issuer, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of an Issuer, any right to require a proceeding first against an Issuer, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee will not be discharged except by complete performance of the Obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to an Issuer, the Guarantors, or any Custodian, Trustee or other similar official acting in relation to any of the Issuers or the Guarantors, any amount paid by an Issuer or any Guarantor to the Trustee or such Holder, the Subsidiary Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to, and hereby waives, any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (a) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of its Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed thereby, and (b) in the event of any declaration of acceleration of such Obligations as provided in Article 6 hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of its Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantees.
Appears in 2 contracts
Samples: Indenture (Martin Midstream Partners L.P.), Indenture (Martin Midstream Partners L.P.)
Subsidiary Guarantees. (a) Subject to the provisions of this Article 107, each of the Guarantors herebySubsidiary Guarantor, jointly and severally, hereby irrevocably unconditionally guarantees, on a senior secured basis, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes held thereby and the Obligations of the Issuers hereunder and thereunder, that: (ai) the principal of and of, premium, if any, and interest on the Notes will shall be promptly duly and punctually paid in full when due, subject to any applicable grace period, whether at Stated Maturitystated maturity, by acceleration, call for redemption, upon repurchase or redemption a Change of Control, or otherwise, and interest on the overdue principal of and premium and principal, premium, if any, interest on any interest (to the extent permitted by law) interest ), if any, on the Notes, Notes and all other payment Obligations obligations of the Issuers Company to the Holders or the Trustee hereunder or thereunder of Notes will be promptly paid in full and or performed, all in accordance with the terms hereof and thereof; and , (bii) in case of any extension of time of payment or renewal of any Notes or any of such other Obligationsobligations, the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitystated maturity, by acceleration, call for redemption, upon repurchase or redemption a Change of Control, or otherwise, and (iii) the prompt payment of any and all costs and expenses (including reasonable attorneys' fees) incurred by the Holder of Notes in successfully enforcing any rights under the Notes. Failing payment when so due of any amount so guaranteed or failing performance of any other obligation of the Company to the Holders of Notes, for whatever reason, the Guarantors will each Subsidiary Guarantor shall be jointly and severally obligated to pay pay, or to perform or to cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantors each Subsidiary Guarantor hereunder in the same manner and to the same extent as the Obligations obligations of the IssuersCompany. The Guarantors Each Subsidiary Guarantor hereby agree agrees that their its obligations hereunder shall be unconditional, irrespective of the validity, regularity regularity, or enforceability of the Notes or this IndentureNotes, the absence of any action to enforce the same, any waiver or consent by any Holder of Notes with respect to any provisions hereof or thereof, the recovery entry of any judgment against an Issuerthe Company, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantor. Each Subsidiary Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of an Issuer, and relinquishes: (A) any right to require the Holders of Notes or the Company (each, a "Benefitted Party") to proceed against the Company, the Subsidiary Guarantors, or any other Person or to proceed against or exhaust any security held by a Benefitted Party at any time or to pursue any other remedy in any secured party's power before proceeding first against an Issuerthe Subsidiary Guarantor; (B) any defense that may arise by reason of the incapacity, lack of authority, death, or disability of any other Person or Persons or the failure of a Benefitted Party to file or enforce a claim against the estate (in administration, bankruptcy, or any other proceeding) of any other Person or Persons; (C) demand, protest, and notice of any kind (except as expressly required by this Note), including but not limited to notice of the existence, creation, or incurring of any new or additional Indebtedness or obligation or of any action or non-action on the part of the Subsidiary Guarantors, the Company, any Benefitted Party, any creditor of the Subsidiary Guarantors, the Company or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (D) any defense based upon an election of remedies by a Benefitted Party, including but not limited to an election to proceed against the Subsidiary Guarantors for reimbursement; (E) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (F) any defense arising because of a Benefitted Party's election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and all demands whatsoever and covenants (G) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. The Subsidiary Guarantors hereby covenant that its the Subsidiary Guarantee will Guarantors shall not be discharged except by complete performance payment in full of the Obligations contained in all principal, premium, if any, and interest on the Notes and all other costs provided for under this Indenture. Note.
(b) If any Holder or the Trustee of Notes is required by any court or otherwise to return to an Issuer, either the Company or the Subsidiary Guarantors, or any Custodian, Trustee trustee or other similar official acting in relation to any of either the Issuers Company or the Subsidiary Guarantors, any amount paid by an Issuer the Company or any Guarantor the Subsidiary Guarantors to the Trustee or such HolderHolder of Notes, the Subsidiary GuaranteesGuarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. .
(c) Each Guarantor of the Subsidiary Guarantors agrees that it shall not be entitled to, and hereby waives, to any right of subrogation in relation to the Holders of Notes in respect of any Obligations obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the Guarantorsit, on the one hand, and the Holders and the Trusteeof Notes, on the other hand, (ax) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 hereof 5 for the purposes of its Subsidiary Guaranteehereof, notwithstanding any stay, injunction injunction, or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed therebyhereby, and (by) in the event of any declaration of acceleration of such Obligations obligations as provided in Article 6 hereof5, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by the such Subsidiary Guarantor for the purpose of its Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantees.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Kevco Inc), Securities Purchase Agreement (Kevco Partners Investment Trust)
Subsidiary Guarantees. Subject to Section 10.07 hereof, the Initial Guarantors, and any additional Guarantors that become Guarantors after the date of this Article 10Indenture; provided that, each of the Guarantors herebyat any time a Restricted Subsidiary may become a Guarantor at its option, by executing a supplemental indenture as set forth in Section 10.02 hereof, jointly and severally, unconditionally guarantees, on a senior secured basis, guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes held thereby and the Obligations of the Issuers Company hereunder and thereunder, that: (a) the principal of and premium, if any, and interest on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturitymaturity, by acceleration, upon repurchase or redemption or otherwise, and interest on the overdue principal of and premium premium, if any, and interest (to the extent permitted by law) interest on the Notes, and all other payment Obligations of the Issuers Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full and performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitystated maturity, by acceleration, upon repurchase or redemption or otherwise. Failing payment when so due of any amount so guaranteed or any performance so guaranteed for whatever reason, reason the Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the IssuersCompany. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against an Issuerthe Company, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of an Issuerthe Company, any right to require a proceeding first against an Issuerthe Company, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee will not be discharged except by complete performance of the Obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to an Issuerthe Company, the Guarantors, the Trustee or any Custodian, Trustee custodian or other similar official acting under any applicable bankruptcy law in relation to any of either the Issuers Company or the Guarantors, any amount paid by an Issuer the Company or any Guarantor to the Trustee or such Holder, the Subsidiary Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to, and hereby waives, any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby until payment in full of the Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (a) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of its Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed thereby, and (b) in the event of any declaration of acceleration of such Obligations as provided in Article 6 hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of its Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantees.
Appears in 2 contracts
Samples: Indenture (CGG), Indenture (CGG Holding B.V.)
Subsidiary Guarantees. Subject to this Article 10Section 10.06 hereof, each of the Guarantors hereby, jointly and severally, unconditionally guarantees, on a senior secured basis, guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes held thereby and the Obligations of the Issuers Company hereunder and thereunder, that: (a) the principal of and premium, interest and Liquidated Damages, if any, and interest on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturitymaturity, by acceleration, upon repurchase or redemption or otherwise, and interest on the overdue principal of and premium and premium, (to the extent permitted by law) interest and Liquidated Damages, if any, on the Notes, and all other payment Obligations of the Issuers Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full and performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitystated maturity, by acceleration, upon repurchase or redemption or otherwise. Failing payment when so due of any amount so guaranteed or any performance so guaranteed for whatever reason, reason the Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the IssuersCompany. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against an Issuerthe Company, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of an Issuerthe Company, any right to require a proceeding first against an Issuerthe Company, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee will not be discharged except by complete performance of the Obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to an Issuerthe Company, the Guarantors, or any Custodian, Trustee or other similar official acting in relation to any of either the Issuers Company or the Guarantors, any amount paid by an Issuer the Company or any Guarantor to the Trustee or such Holder, the Subsidiary Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to, and hereby waives, any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (a) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of its Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed thereby, and (b) in the event of any declaration of acceleration of such Obligations as provided in Article 6 hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of its Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantees.
Appears in 2 contracts
Samples: Indenture (American Eco Corp), Indenture (Pumpkin Air Inc)
Subsidiary Guarantees. Subject If DBS Corp or any Guarantor transfers or causes to this Article 10be transferred, each in one or a series of related transactions, property or assets (including, without limitation, businesses, divisions, real property, assets or equipment) having a fair market value (as determined in good faith by the Board of Directors of EchoStar evidenced by a resolution of the Guarantors herebyBoard of Directors of EchoStar and set forth in an Officers' Certificate delivered to the Trustee; PROVIDED, jointly and severallyHOWEVER that if the fair market value exceeds $10 million, unconditionally guaranteesthe fair market value shall be determined by an investment banking firm of national standing selected by DBS Corp) exceeding $500,000 to any Restricted Subsidiary of DBS Corp that is neither a Subsidiary of ESBC nor a Guarantor, on a senior secured basisEchoStar, to each Holder of a Note authenticated and delivered the extent not otherwise precluded by obligations set forth in the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this 1997 Notes Indenture, 1996 Notes Indenture or the 1994 Notes held thereby and Indenture, shall, or shall cause the Obligations owner of the Issuers hereunder and thereunder, thatsuch Subsidiary to: (a) enter into a pledge agreement in order to pledge all of the principal issued and outstanding Capital Stock of and premium, if any, and interest on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise, and interest on the overdue principal of and premium and (such Subsidiary as security to the extent permitted by law) interest on Trustee for the benefit of the Holders of the Notes, and all other payment Obligations of the Issuers to the Holders or the Trustee hereunder or thereunder will be promptly paid in full and performed, all in accordance with the terms hereof and thereof; and (b) cause such Subsidiary to: (i) execute and deliver to the Trustee a supplemental indenture in case form and substance reasonably satisfactory to the Trustee pursuant to which such Subsidiary shall unconditionally Guarantee all of any extension EchoStar's obligations under the Notes and execute a notation in form and substance reasonably satisfactory to the Trustee; and (ii) deliver to the Trustee an Opinion of time of payment or renewal of any Notes or any Counsel reasonably satisfactory to the Trustee that such pledge agreement and such supplemental indenture have been duly authorized, executed and delivered by and are valid and binding obligations of such other ObligationsSubsidiary or such owner, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise. Failing payment when so due of any amount so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations case may be; PROVIDED, HOWEVER, that the foregoing provisions shall not apply to transfers of the Issuers. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity property or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against an Issuer, any action to enforce the same or any other circumstance assets (other than complete performancecash) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of an Issuer, any right to require a proceeding first against an Issuer, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee will not be discharged except by complete performance of the Obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to an Issuer, the Guarantors, or any Custodian, Trustee or other similar official acting in relation to any of the Issuers or the Guarantors, any amount paid by an Issuer DBS Corp or any Guarantor in exchange for cash or Cash Equivalents in an amount equal to the Trustee or such Holderfair market value (as determined in good faith by the Board of Directors of EchoStar evidenced by a resolution of the Board of Directors of EchoStar and set forth in an Officers' Certificate delivered to the Trustee; PROVIDED, FURTHER, HOWEVER, that if the fair market value exceeds $10 million, the Subsidiary Guarantees, to the extent theretofore discharged, fair market value shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to, and hereby waives, any right determined by an investment banking firm of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (anational standing selected by EchoStar) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of its Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed thereby, and (b) in the event of any declaration of acceleration of such Obligations as provided in Article 6 hereof, such Obligations (whether property or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of its Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guaranteesassets.
Appears in 2 contracts
Samples: Indenture (Echostar Communications Corp), Indenture (Echostar Communications Corp)
Subsidiary Guarantees. (a) Subject to this Article 10, each Restricted Subsidiary of the Guarantors herebyCompany designated by the Company from time to time as a Subsidiary Guarantor, upon execution and delivery of a supplemental indenture substantially in the form of Exhibit C hereto, shall jointly and severally, severally unconditionally guarantees, on a senior secured basis, guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes held thereby and or the Obligations obligations of the Issuers Company hereunder and or thereunder, that: :
(a1) the principal of and premium, if anyof, and any premium and interest on on, the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturitymaturity, by acceleration, upon repurchase or redemption or otherwise, and interest on the overdue principal of and premium and (to the extent permitted by law) interest on the Notes, if any, if lawful, and all other payment Obligations obligations of the Issuers Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full and or performed, all in accordance with the terms hereof and thereof; and and
(b2) in case of any extension of time of payment or renewal of any Notes or any of such other Obligationsobligations, the that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitythe date scheduled to be paid, by acceleration, upon repurchase or redemption acceleration or otherwise. In addition to the foregoing, by executing and delivering such supplemental indenture, each Subsidiary Guarantor shall also agree, unconditionally and jointly and severally with each other Subsidiary Guarantor, to pay any and all expenses (including, without limitation, counsel fees and expenses) incurred by the Trustee under this Indenture in enforcing any rights under a Subsidiary Guarantee with respect to a Subsidiary Guarantor. Failing payment when so due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors will shall be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes Each Subsidiary Guarantor, by executing and delivering such supplemental indenture, shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Issuers. The Guarantors hereby agree that their this is a guarantee of payment and not a guarantee of collection.
(b) Each Subsidiary Guarantor, by executing and delivering such supplemental indenture, shall agree that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against an Issuerthe Company, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each Guarantor furtherSubsidiary Guarantor, to the extent permitted by lawexecuting and delivering such supplemental indenture, hereby waives shall waive diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of an Issuerthe Company, any right to require a proceeding first against an Issuerthe Company, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee will not be discharged except by complete performance of the Obligations obligations contained in the Notes and this Indenture. Indenture or release in accordance with Section 10.05 hereof.
(c) If any Holder or the Trustee is required by any court or otherwise to return to an Issuerthe Company, the Guarantors, a Subsidiary Guarantor or any Custodiancustodian, Trustee trustee, liquidator or other similar official acting in relation to any of either the Issuers Company or the Subsidiary Guarantors, any amount paid by an Issuer or any Guarantor either to the Trustee or such Holder, the each Subsidiary GuaranteesGuarantee, to the extent theretofore discharged, shall will be reinstated and be in full force and effect. .
(d) Each Guarantor agrees Subsidiary Guarantor, by executing and delivering such supplemental indenture, shall agree that it shall will not be entitled to, and hereby waives, to any right of subrogation in relation to the Holders in respect of any Obligations obligations guaranteed herebythereby until payment in full of all obligations guaranteed thereby. Each Guarantor Subsidiary Guarantor, by executing and delivering such supplemental indenture, shall further agrees agree that, as between the Subsidiary Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (a1) the maturity of the Obligations obligations guaranteed hereby by the Subsidiary Guarantees may be accelerated as provided in Article 6 hereof for the purposes of its any Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed thereby, and (b2) in the event of any declaration of acceleration of such Obligations obligations as provided in Article 6 hereof, such Obligations obligations (whether or not due and payable) shall will forthwith become due and payable by the Guarantor Subsidiary Guarantors for the purpose of its Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantees.
(e) Except as provided herein, the provisions of this Article 10 cover all agreements between the parties hereto relative to each Subsidiary Guarantee and none of the parties shall be bound by any representation, warranty or promise made by any Person relative thereto which is not embodied herein.
Appears in 2 contracts
Samples: Indenture (Medco Health Solutions Inc), Indenture (Medco Health Solutions Inc)
Subsidiary Guarantees. Subject to the provisions of this Article 1011, each of the Guarantors herebySubsidiary Guarantor, jointly and severally, hereby unconditionally guarantees, on a senior secured basis, guarantees to each Holder of a Senior Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes held thereby and the Obligations of the Issuers hereunder and thereunder, that: (a) the principal of of, and premium, if any, and interest and Liquidated Damages on the Senior Notes will shall be promptly duly and punctually paid in full when due, subject to any applicable grace period, whether at Stated Maturitymaturity, by acceleration, upon repurchase or redemption acceleration or otherwise, and interest on the overdue principal of principal, and premium premium, if any, and (to the extent permitted by law) interest on any interest, if any, on the Notes, Senior Notes and all other payment Obligations obligations of the Issuers Anvil to the Holders or the Trustee hereunder or thereunder will under the Senior Notes (including fees, expenses or other) shall be promptly paid in full and or performed, all in accordance with the terms hereof and thereofhereof; and (b) in case of any extension of time of payment or renewal of any Senior Notes or any of such other Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise. Failing payment when so due of any amount so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Issuers. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against an Issuer, any action to enforce the same or any other circumstance of
(other than complete performancea) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of an Issuer, any right to require the Trustee, the Holders or Anvil (each, a "Benefitted Party") to proceed against Anvil, the Subsidiaries or any other Person or to proceed against or exhaust any security held by a Benefitted Party at any time or to pursue any other remedy in any secured party's power before proceeding first against the Subsidiary Guarantors; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefitted Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional Indebtedness or obligation or of any action or non-action on the part of the Subsidiary Guarantors, Anvil, the Subsidiaries, any Benefitted Party, any creditor of the Subsidiary Guarantors, Anvil or the Subsidiaries or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an Issuerelection of remedies by a Benefitted Party, protestincluding but not limited to an election to proceed against the Subsidiary Guarantors for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefitted Party's election, notice in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and all demands whatsoever and covenants (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. The Subsidiary Guarantors hereby covenant that its the Subsidiary Guarantee will Guarantees shall not be discharged except by complete performance payment in full of all principal, premium, if any, and interest on the Obligations contained in the Senior Notes and all other costs provided for under this Indenture, or as provided in Section 8.1. If any Holder or the Trustee is required by any court or otherwise to return to an Issuereither Anvil, Holdings or the Subsidiary Guarantors, or any Custodian, Trustee trustee or other similar official acting in relation to any of the Issuers either Anvil, Holdings or the Subsidiary Guarantors, any amount paid by an Issuer Anvil, Holdings or any Guarantor the Subsidiary Guarantors to the Trustee or such Holder, the Subsidiary Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor of the Subsidiary Guarantors agrees that it shall not be entitled to, and hereby waives, to any right of subrogation in relation to the Holders in respect of any Obligations obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the Guarantorsit, on the one hand, and the Holders of Senior Notes and the Trustee, on the other hand, (ax) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of its Subsidiary Guaranteehereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed therebyhereby, and (by) in the event of any declaration of acceleration of such Obligations obligations as provided in Article 6 hereof, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by the such Subsidiary Guarantor for the purpose of its the Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantees.
Appears in 2 contracts
Samples: Indenture (Anvil Holdings Inc), Indenture (Cottontops Inc)
Subsidiary Guarantees. Subject to this Article 10, each of the Guarantors hereby, jointly and severally, unconditionally guarantees, on a senior secured unsecured basis, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes held thereby and the Obligations of the Issuers hereunder and thereunder, that: (a) the principal of and interest and premium, if any, and interest on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise, and interest on the overdue principal of and premium and (to the extent permitted by law) interest on the Notes, and all other payment Obligations of the Issuers to the Holders or the Trustee hereunder or thereunder will be promptly paid in full and performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise. Failing payment when so due of any amount so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Issuers. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against an Issuer, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of an Issuer, any right to require a proceeding first against an Issuer, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee will not be discharged except by complete performance of the Obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to an Issuer, the Guarantors, or any Custodian, Trustee or other similar official acting in relation to any of the Issuers or the Guarantors, any amount paid by an Issuer or any Guarantor to the Trustee or such Holder, the Subsidiary Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to, and hereby waives, any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (a) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of its Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed thereby, and (b) in the event of any declaration of acceleration of such Obligations as provided in Article 6 hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of its Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantees.
Appears in 2 contracts
Samples: Indenture (Genesis Energy Lp), Indenture (Genesis Energy Lp)
Subsidiary Guarantees. (a) Subject to the provisions of this Article 10, 7 each of the Guarantors herebySubsidiary Guarantor, jointly and severally, hereby irrevocably unconditionally guarantees, on a senior secured basis, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes held thereby and the Obligations of the Issuers hereunder and thereunder, that: (ai) the principal of and of, premium, if any, and interest on the Notes will shall be promptly duly and punctually paid in full when due, subject to any applicable grace period, whether at Stated Maturitystated maturity, by acceleration, call for redemption, upon repurchase or redemption a Change of Control, or otherwise, and interest on the overdue principal of and premium and principal, premium, if any, interest on any interest (to the extent permitted by law) interest ), if any, on the Notes, Notes and all other payment Obligations obligations of the Issuers Company to the Holders or the Trustee hereunder or thereunder of Notes will be promptly paid in full and or performed, all in accordance with the terms hereof and thereof; and , (bii) in case of any extension of time of payment or renewal of any Notes or any of such other Obligationsobligations, the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitystated maturity, by acceleration, call for redemption, upon repurchase or redemption a Change of Control, or otherwise, and (iii) the prompt payment of any and all costs and expenses (including reasonable attorneys' fees) incurred by the Holder of Notes in successfully enforcing any rights under the Notes. Failing payment when so due of any amount so guaranteed or failing performance of any other obligation of the Company to the Holders of Notes, for whatever reason, the Guarantors will each Subsidiary Guarantor shall be jointly and severally obligated to pay pay, or to perform or to cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantors each Subsidiary Guarantor hereunder in the same manner and to the same extent as the Obligations obligations of the IssuersCompany. The Guarantors Each Subsidiary Guarantor hereby agree agrees that their its obligations hereunder shall be unconditional, irrespective of the validity, regularity regularity, or enforceability of the Notes or this IndentureNotes, the absence of any action to enforce the same, any waiver or consent by any Holder of Notes with respect to any provisions hereof or thereof, the recovery entry of any judgment against an Issuerthe Company, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise 35 140 constitute a legal or equitable discharge or defense of a Subsidiary Guarantor. Each Subsidiary Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of an Issuer, and relinquishes: (A) any right to require the Holders of Notes or the Company (each, a "Benefitted Party") to proceed against the Company, the Subsidiary Guarantors, or any other Person or to proceed against or exhaust any security held by a Benefitted Party at any time or to pursue any other remedy in any secured party's power before proceeding first against an Issuerthe Subsidiary Guarantor; (B) any defense that may arise by reason of the incapacity, lack of authority, death, or disability of any other Person or Persons or the failure of a Benefitted Party to file or enforce a claim against the estate (in administration, bankruptcy, or any other proceeding) of any other Person or Persons; (C) demand, protest, and notice of any kind (except as expressly required by this Note), including but not limited to notice of the existence, creation, or incurring of any new or additional Indebtedness or obligation or of any action or non-action on the part of the Subsidiary Guarantors, the Company, any Benefitted Party, any creditor of the Subsidiary Guarantors, the Company or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (D) any defense based upon an election of remedies by a Benefitted Party, including but not limited to an election to proceed against the Subsidiary Guarantors for reimbursement; (E) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (F) any defense arising because of a Benefitted Party's election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and all demands whatsoever and covenants (G) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. The Subsidiary Guarantors hereby covenant that its the Subsidiary Guarantee will Guarantors shall not be discharged except by complete performance payment in full of the Obligations contained in all principal, premium, if any, and interest on the Notes and all other costs provided for under this Indenture. Note.
(b) If any Holder or the Trustee of Notes is required by any court or otherwise to return to an Issuer, either the Company or the Subsidiary Guarantors, or any Custodian, Trustee trustee or other similar official acting in relation to any of either the Issuers Company or the Subsidiary Guarantors, any amount paid by an Issuer the Company or any Guarantor the Subsidiary Guarantors to the Trustee or such HolderHolder of Notes, the Subsidiary GuaranteesGuarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. .
(c) Each Guarantor of the Subsidiary Guarantors agrees that it shall not be entitled to, and hereby waives, to any right of subrogation in relation to the Holders of Notes in respect of any Obligations obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the Guarantorsit, on the one hand, and the Holders and the Trusteeof Notes, on the other hand, (ax) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 hereof 5 for the purposes of its Subsidiary Guaranteehereof, notwithstanding any stay, injunction injunction, or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed therebyhereby, and (by) in the event of any declaration of acceleration of such Obligations obligations as provided in Article 6 hereof5, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by the such Subsidiary Guarantor for the purpose of its Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantees.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Kevco Inc), Securities Purchase Agreement (Kevco Partners Investment Trust)
Subsidiary Guarantees. Subject to this Article 10, each of the Guarantors hereby, jointly and severally, unconditionally guaranteesguarantee, on a senior secured unsecured basis, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes held thereby and the Obligations of the Issuers Company hereunder and thereunder, that: (a) the principal of and premium, interest and Additional Interest, if any, and interest on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturitymaturity, by acceleration, upon repurchase or redemption or otherwise, and interest on the overdue principal of and premium and premium, (to the extent permitted by law) interest and Additional Interest, if any, on the Notes, and all other payment Obligations of the Issuers Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full and performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitystated maturity, by acceleration, upon repurchase or redemption or otherwise. Failing payment when so due of any amount so guaranteed or any performance so guaranteed for whatever reason, reason the Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the IssuersCompany. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against an Issuerthe Company, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of an Issuerthe Company, any right to require a proceeding first against an Issuerthe Company, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee will not be discharged except by complete performance of the Obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to an Issuerthe Company, the Guarantors, or any Custodian, Trustee or other similar official acting in relation to any of either the Issuers Company or the Guarantors, any amount paid by an Issuer the Company or any Guarantor to the Trustee or such Holder, the Subsidiary Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to, and hereby waives, any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (a) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of its Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed thereby, and (b) in the event of any declaration of acceleration of such Obligations as provided in Article 6 hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of its Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantees.
Appears in 2 contracts
Samples: Indenture (Bristow Group Inc), Indenture (Medic Systems Inc)
Subsidiary Guarantees. Subject to this Article 10, each of the Guarantors (a) Each Subsidiary Guarantor hereby, jointly and severally, unconditionally guarantees, on a senior secured unsecured basis, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes held thereby and the Obligations of the Issuers hereunder and thereunder, that: (ai) the principal of and of, premium, if any, and interest on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturitymaturity, by acceleration, upon repurchase or redemption or otherwise, and interest on the overdue principal of and premium and (to the extent permitted by law) interest on the Notes, if any, to the extent lawful, and all other payment Obligations of the Issuers Company to the Holders or the Trustee hereunder or thereunder under this Indenture and the Notes will be promptly paid in full and performedfull, all in accordance with the terms hereof of this Indenture and thereofthe Notes; and (bii) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, that the same Notes will be promptly paid in full when due or performed in accordance with the terms of the such extension or renewal, subject to any applicable grace period, whether at Stated Maturitystated maturity, by acceleration, upon repurchase or redemption acceleration or otherwise. Failing payment when so due of In the event that the Company fails to pay any amount so guaranteed by the Subsidiary Guarantors for whatever reasonany reason whatsoever, the Subsidiary Guarantors will be jointly and severally 76 -69- obligated to pay the same such amount immediately. An Event The Subsidiary Guarantors hereby further agree that their Obligations under this Indenture and the Notes shall be unconditional and absolute, regardless of Default under the validity, legality or enforceability of this Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Issuers. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this IndentureNotes, the absence of any action to enforce this Indenture or the sameNotes, any waiver or consent by any Holder with respect to any provisions hereof of this Indenture or thereofthe Notes, any modification or amendment of, or supplement to, this Indenture or the Notes, the recovery of any judgment against an Issuer, the Company or any action to enforce the same any such judgment, or any other circumstance (other than complete performance) which that might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantor. Each Subsidiary Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of an Issuerthe Company, any right to require a proceeding first against an Issuerthe Company, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee of the Company's Obligations under this Indenture and the Notes will not be discharged except by complete performance by the Company or another Guarantor of the Obligations contained in the Notes and this Indenturesuch Obligations. If any Holder or the Trustee is required by any court or otherwise to return to an Issuerthe Company, the Guarantors, any Subsidiary Guarantor or any Custodian, Trustee or other similar official acting in relation to any a Custodian of the Issuers Company or the Guarantors, a Subsidiary Guarantor any amount paid by an Issuer the Company or any Subsidiary Guarantor to the Trustee or such Holder, the Subsidiary GuaranteesGuarantee of the Company's Obligations under this Indenture and the Notes by each Subsidiary Guarantor shall, to the extent theretofore dischargedpreviously discharged as a result of any such payment, shall be immediately reinstated and be in full force and effect. Each Subsidiary Guarantor agrees that it shall not be entitled to, hereby acknowledges and hereby waives, any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Subsidiary Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (ax) the maturity of the Company's Obligations guaranteed hereby under this Indenture and the Notes may be accelerated as provided in Article 6 hereof VI for the purposes of its the Subsidiary Guarantee, Guarantees notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed therebyacceleration, and (by) in the event of any declaration of acceleration of such the Company's Obligations under this Indenture and the Notes as provided in Article 6 hereofVI, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor Subsidiary Guarantors for the purpose of its Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantees.
(b) Each Subsidiary Guarantor hereby waives all rights of subrogation, contribution, reimbursement and indemnity, and all other rights, that such Subsidiary Guarantor would have against the Company at any time as a result of any payment in respect of its Subsidiary Guarantee (whether contractual, under section 509 of the Bankruptcy Code, or otherwise).
(d) Upon the sale or disposition (whether by merger, stock purchase, asset sale or otherwise) of a Subsidiary Guarantor (or substantially all of its assets) to an entity which is not a Subsidiary of the Company, which is otherwise in compliance with this Indenture, such Subsidiary Guarantor shall be deemed released from all its obligations under its Subsidiary Guarantee; provided that any such termination shall occur only to the extent that all obligations of such Subsidiary Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, other Indebtedness of the Company shall also terminate upon such release, sale or transfer.
(e) Each Subsidiary Guarantor may consolidate with or merge into or sell its assets to the Company or another Subsidiary Guarantor without limitation. A Subsidiary Guarantor may consolidate with or merge into or sell its assets to a corporation other than the Company or another Subsidiary Guarantor (whether or not affiliated with such Subsidiary Guarantor, but subject to the provisions described in Section 10.01(d)), provided that (a) if the Surviving Person is not the Subsidiary Guarantor, the Surviving Person agrees to assume such Subsidiary Guarantor's obligations under its Subsidiary Guarantee and all its obligations under this Indenture and (b) such transaction does not (i) violate any covenants set forth in this Indenture or (ii) result in a Default or Event of Default under this Indenture immediately thereafter that is continuing.
Appears in 2 contracts
Samples: Indenture (Phonetel Technologies Inc), Indenture (Phonetel Technologies Inc)
Subsidiary Guarantees. Subject to this Article 10, each of the Guarantors hereby, jointly and severally, unconditionally guarantees, on a senior secured unsecured basis, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes held thereby and the Obligations of the Issuers hereunder and thereunder, that: (a) the principal of of, and premiuminterest, premium and Additional Interest, if any, and interest on on, the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise, and interest on the overdue principal of and premium of, premium, and (to the extent permitted by law) interest on and Additional Interest, if any, on, the Notes, and all other payment Obligations of the Issuers to the Holders or the Trustee hereunder or thereunder will be promptly paid in full and performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise. Failing payment when so due of any amount so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Issuers. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against an Issuer, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of an Issuer, any right to require a proceeding first against an Issuer, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee will not be discharged except by complete performance of the Obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to an Issuer, the Guarantors, or any Custodian, Trustee or other similar official acting in relation to any of the Issuers or the Guarantors, any amount paid by an Issuer or any Guarantor to the Trustee or such Holder, the Subsidiary Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to, and hereby waives, any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (a) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of its Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed thereby, and (b) in the event of any declaration of acceleration of such Obligations as provided in Article 6 hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of its Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantees.
Appears in 2 contracts
Samples: Indenture (Linn Energy, LLC), Indenture (Linn Energy, LLC)
Subsidiary Guarantees. (a) Subject to this Article 10Nine, each of the Guarantors hereby, jointly and severally, unconditionally guarantees, on a senior secured basis, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, Indenture or the Notes held thereby and the Obligations of the Issuers hereunder and thereunderunder the Notes or this Indenture, that: (a) the principal of and interest and premium, if any, and interest on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise, and interest on the overdue principal of and premium and (to the extent permitted by law) interest on the Notes, and all other payment Obligations of the Issuers to the Holders or the Trustee hereunder under the Notes or thereunder this Indenture will be promptly paid in full and performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise. Failing payment when so due of any amount so guaranteed for whatever reason, the The Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Subsidiary Guaranteesany amount so guaranteed which was not otherwise paid when due, and shall entitle the Holders to accelerate the obligations regardless of the Guarantors hereunder in reason for such failure to pay by the same manner and Person then obligated to the same extent as the Obligations of the Issuers. pay.
(b) The Guarantors hereby agree that that, except as expressly provided in this Article Nine, their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against an Issuer, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of an Issuer, any right to require a proceeding first against an Issuer, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee will not be discharged except by complete performance of the Obligations contained in the Notes and this Indenture. .
(c) If any Holder or the Trustee is required by any court or otherwise to return to an Issuer, the Guarantors, or any Custodian, Trustee or other similar official acting in relation to any of the Issuers or the Guarantors, any amount paid by an Issuer or any Guarantor to the Trustee or such Holder, the Subsidiary Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to, and hereby waives, any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby. .
(d) Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (a) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof Six for the purposes of its Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed thereby, and (b) in the event of any declaration of acceleration of such Obligations as provided in Article 6 hereofSix, such Obligations (whether or not then due and payable) shall forthwith become due and payable by the Guarantor for the purpose of its Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantees.
Appears in 2 contracts
Samples: Indenture (USA Compression Partners, LP), Indenture (USA Compression Partners, LP)
Subsidiary Guarantees. Subject to this Article 10, each of the Guarantors hereby, jointly and severally, unconditionally guarantees, on a senior secured basis, guarantees to each Holder of a Senior Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Senior Notes held thereby and or the Obligations obligations of the Issuers Company hereunder and or thereunder, that: (a) the principal of and premium, if any, and interest on the Senior Notes will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturitymaturity, by acceleration, upon repurchase or redemption or otherwise, and interest on the overdue principal of and premium and (to the extent permitted by law) interest on the Senior Notes, if any, if lawful, and all other payment Obligations obligations of the Issuers Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full and or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Senior Notes or any of such other Obligationsobligations, the that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitystated maturity, by acceleration, upon repurchase or redemption acceleration or otherwise. Failing payment when so due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will shall be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Issuers. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Senior Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Senior Notes with respect to any provisions hereof or thereof, the recovery of any judgment against an Issuerthe Company, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of an Issuerthe Company, any right to require a proceeding first against an Issuerthe Company, protest, notice and all demands whatsoever and covenants covenant that its this Subsidiary Guarantee will shall not be discharged except by complete performance of the Obligations obligations contained in the Senior Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to an Issuerthe Company, the Guarantors, Guarantors or any Custodiancustodian, Trustee Trustee, liquidator or other similar official acting in relation to any of either the Issuers Company or the Guarantors, any amount paid by an Issuer or any Guarantor either to the Trustee or such Holder, the this Subsidiary GuaranteesGuarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to, and hereby waives, to any right of subrogation in relation to the Holders in respect of any Obligations obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (ax) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of its this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed therebyhereby, and (by) in the event of any declaration of acceleration of such Obligations obligations as provided in Article 6 hereof, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor Guarantors for the purpose of its this Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary GuaranteesGuarantee.
Appears in 2 contracts
Samples: Indenture (Varsity Spirit Corporation), Indenture (Riddell Sports Inc)
Subsidiary Guarantees. Subject to this Article 10, each of the Guarantors hereby, jointly and severally, unconditionally guarantees, on a senior secured basis, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this First Supplemental Indenture or the Indenture, the Notes held thereby and the Obligations of the Issuers Company hereunder and thereunder, that: (a) the principal of and premium, if any, and interest on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise, and interest on the overdue principal of and premium premium, if any, and (to the extent permitted by law) interest on the Notes, and all other payment Obligations of the Issuers Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full and performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise. Failing payment when so due of any amount so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or with respect to the Notes under the Indenture shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the IssuersCompany. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this First Supplemental Indenture or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against an Issuerthe Company, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of an Issuerthe Company, any right to require a proceeding first against an Issuerthe Company, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee will not be discharged except by complete performance of the Obligations contained in the Notes and this the Indenture. If any Holder or the Trustee is required by any court or otherwise to return to an Issuerthe Company, the Guarantors, or any Custodian, Trustee or other similar official acting in relation to any of either the Issuers Company or the Guarantors, any amount paid by an Issuer the Company or any Guarantor to the Trustee or such Holder, the Subsidiary Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to, and hereby waives, any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (a) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof Five of the Original Indenture for the purposes of its Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed thereby, and (b) in the event of any declaration of acceleration of such Obligations as provided in Article 6 hereofFive of the Original Indenture, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of its Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantees.
Appears in 2 contracts
Samples: First Supplemental Indenture (Whiting Petroleum Corp), First Supplemental Indenture (Whiting Petroleum Corp)
Subsidiary Guarantees. (a) Subject to the provisions of this Article 10Four, each of the Guarantors hereby, Subsidiary Guarantor hereby jointly and severally, severally unconditionally guarantees, on a senior secured basis, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this the Indenture, the Notes held thereby and or the Obligations obligations of the Issuers Company or any other Subsidiary Guarantor to the Holders or the Trustee hereunder and or thereunder, that: (ai) the principal of and of, premium, if any, and interest on the Notes will be promptly duly and punctually paid in full when due, subject to any applicable grace period, whether at Stated Maturitymaturity, by acceleration, upon repurchase or redemption acceleration or otherwise, and interest on the overdue principal of and premium and (to the extent permitted by law) interest interest, if any, on the Notes, Notes and all other payment Obligations obligations of the Issuers Company or the Subsidiary Guarantors to the Holders or the Trustee hereunder or thereunder (including fees, expenses or other) and all other obligations with respect to the Notes and the Indenture will be promptly paid in full and or performed, all in accordance with the terms hereof and thereof; and (bii) in case of any extension of time of payment or renewal of any Notes or any of such other ObligationsNotes, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitymaturity, by acceleration, upon repurchase or redemption acceleration or otherwise. Failing payment when so due of any amount so guaranteed guaranteed, or failing performance of any other obligation of the Company to the Holders, for whatever reason, the Guarantors each Subsidiary Guarantor will be obligated, jointly and severally obligated with each other Subsidiary Guarantor, to pay pay, or to perform or cause the performance of, the same immediately. An Event of Default under this the Indenture or the Notes shall constitute an event of default under the Subsidiary Guaranteesthis Article Four, and shall entitle the Holders of Notes to accelerate the obligations of the Subsidiary Guarantors hereunder in the same manner and to the same extent as the Obligations obligations of the Issuers. The Company.
(b) Each of the Subsidiary Guarantors hereby agree agrees that their its obligations hereunder shall be continuing, absolute and unconditional, irrespective of of, and shall be unaffected by, the validity, regularity or enforceability of the Notes or this the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder or the Trustee with respect to any provisions hereof or thereof, any release of any other Subsidiary Guarantor, the recovery of any judgment against an Issuerthe Company, any action to enforce the same same, whether or not a Subsidiary Guarantee is affixed to any particular Note, or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantor. Each Guarantor further, to of the extent permitted by law, Subsidiary Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of an Issuerthe Company, any right to require a proceeding first against an Issuerthe Company, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee will not be discharged except by complete performance of the Obligations obligations contained in the Notes Notes, the Indenture and this IndentureArticle Four. If any Holder or the Trustee is required by any court or otherwise to return to an Issuer, the GuarantorsCompany or to any Subsidiary Guarantor, or any Custodiancustodian, Trustee trustee, liquidator or other similar official acting in relation to any of the Issuers Company or the Guarantorssuch Subsidiary Guarantor, any amount paid by an Issuer the Company or any such Subsidiary Guarantor to the Trustee or such Holder, the Subsidiary Guaranteesthis Article Four, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to, and hereby waives, any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the Guarantorsit, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (ai) subject to this Article Four, the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 hereof Section 6.02 of the Indenture for the purposes of its Subsidiary Guaranteethis Article Four, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed therebyhereby, and (bii) in the event of any declaration of acceleration of such Obligations obligations as provided in Article 6 hereofSection 6.02 of the Indenture, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor Subsidiary Guarantors for the purpose of this Article Four.
(c) This Article Four shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Subsidiary Guarantees shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.
(d) Each Subsidiary Guarantor, and by its acceptance hereof each Holder, hereby confirms that it is the intention of all such parties that the guarantee by each Subsidiary Guarantor pursuant to its Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does Guarantee not impair the rights constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law. To effectuate the foregoing intention, the Holders and each Subsidiary Guarantor hereby irrevocably agree that the obligations of each Subsidiary Guarantor under the Subsidiary GuaranteesGuarantees shall be limited to the maximum amount which, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under the Indenture, will result in the obligations of such Subsidiary Guarantor and its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law.
Appears in 2 contracts
Samples: Indenture (Beazer Homes Usa Inc), Thirteenth Supplement Indenture (Beazer Homes Usa Inc)
Subsidiary Guarantees. Subject to this Article 10, each of the Guarantors hereby, Each Subsidiary Guarantor hereby jointly and severally, fully, unconditionally guaranteesand irrevocably, on a senior secured basisirrespective of the validity and enforceability of this Indenture, the Notes, the Collateral Documents, or the obligations of the Issuers hereunder or thereunder, guarantees the Notes and obligations of the Issuers hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective on behalf of the validity and enforceability of this Indenture, the Notes held thereby and the Obligations of the Issuers hereunder and thereundersuch Holder, that: (a) the principal of and premium, if any, and interest on the Notes will shall be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or call for redemption or otherwiseotherwise (including, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code), together with interest on the overdue principal, if any, and interest on the any overdue principal of and premium and (interest, to the extent permitted by law) interest on the Noteslawful, and all other payment Obligations obligations of the Issuers to the Holders or the Trustee hereunder or thereunder will shall be promptly paid in full and or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or of any of such other Obligationsobligations, the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption acceleration or otherwise. Failing payment when so due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors will shall be jointly and severally obligated to pay the same immediately. An Event Each of Default under this Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders to accelerate the obligations Guarantees of the Subsidiary Guarantors hereunder in the same manner shall be a guarantee of payment and to the same extent as the Obligations not of the Issuerscollection. The Guarantors Each Subsidiary Guarantor hereby agree agrees that their its obligations hereunder shall be joint, several, unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against an Issuereither of the Issuers, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantor. Each Subsidiary Guarantor further, to the extent permitted by law, hereby waives diligenceand relinquishes all claims, presentmentrights and remedies accorded by applicable law to guarantors and agrees not to assert or take advantage of any such claims, demand of paymentrights or remedies, filing of claims with a court in the event of insolvency or bankruptcy of an Issuer, including but not limited to: (a) any right to require any of the Trustee, the Holders or the Issuers (each, a proceeding first “Benefitted Party”), as a condition of payment or performance by such Subsidiary Guarantor, to (i) proceed against an Issuerthe Issuers, any other guarantor (including any other Subsidiary Guarantor) of the Obligations of the Subsidiary Guarantors under their Subsidiary Guarantees or any other Person, (ii) proceed against or exhaust any security held from the Issuers, any such other guarantor or any other Person, (iii) proceed against or have resort to any balance of any deposit account or credit on the books of any Benefitted Party in favor of the Issuers or any other Person, or (iv) pursue any other remedy in the power of any Benefitted Party whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Issuers including any defense based on or arising out of the lack of validity or the unenforceability of the Obligations under the Subsidiary Guarantees of the Subsidiary Guarantors or any agreement or instrument relating thereto or by reason of the cessation of the
(i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of the Subsidiary Guarantees of the Subsidiary Guarantors and any legal or equitable discharge of such Subsidiary Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations affecting such Subsidiary Guarantor’s liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and promptness, diligence and any requirement that any Benefitted Party protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notice notices of dishonor and all demands whatsoever notices of any action or inaction, including acceptance of the Subsidiary Guarantees of the Subsidiary Guarantors, notices of default under the Notes or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Obligations of the Subsidiary Guarantors under their Subsidiary Guarantees or any agreement related thereto, and notices of any extension of credit to the Issuers and any right to consent to any thereof; (g) to the extent permitted under Section 40.495 of the Nevada Revised Statutes, the benefits of the “One Action” rule under Section 40.430 of the Nevada Revised Statutes; and (h) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of the Subsidiary Guarantees. Each Subsidiary Guarantor hereby covenants that its Subsidiary Guarantee will not be discharged except by complete performance of the Obligations obligations contained in the Notes its Subsidiary Guarantee and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to an Issuer, either the GuarantorsIssuers or any Subsidiary Guarantor, or any Custodiancustodian, Trustee trustee, or other similar official acting in relation to any of either the Issuers or the Guarantorssuch Subsidiary Guarantor, any amount paid by an Issuer the Issuers or any such Subsidiary Guarantor to the Trustee or such Holder, the applicable Subsidiary GuaranteesGuarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that it shall will not be entitled to, and hereby waives, to any right of subrogation in relation to the Holders in respect of any Obligations obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations, guaranteed hereby until payment in full of all obligations guaranteed hereby. If any Holder or the Trustee is required by any court or otherwise to return to the Issuers or any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either of the Issuers or any Subsidiary Guarantor, any amount paid by any of them to the Trustee or such Holder, the Subsidiary Guarantee of each of the Subsidiary Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between the Guarantorseach Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (ax) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 Six hereof for the purposes of its the Subsidiary GuaranteeGuarantee of such Subsidiary Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed therebyhereby, and (by) in the event of any declaration of acceleration of such Obligations obligations as provided in Article 6 Six hereof, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by the each Subsidiary Guarantor for the purpose of its the Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise Guarantee of such right does not impair the rights of the Holders under the Subsidiary GuaranteesGuarantor.
Appears in 2 contracts
Samples: Indenture (Circus & Eldorado Joint Venture), Indenture (Circus & Eldorado Joint Venture)
Subsidiary Guarantees. Subject to this Article 10, each Each of the Guarantors hereby, jointly and severally, unconditionally guarantees, on a senior secured basis, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes held thereby and or the Obligations of the Issuers Company hereunder and or thereunder, that: (a) the principal of and interest, premium, if any, and interest Liquidated Damages, if any, on the Notes will shall be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturitymaturity, by acceleration, upon redemption, repurchase or redemption or otherwise, and interest on the overdue principal of and premium interest, premium, if any, and (to the extent permitted by law) interest Liquidated Damages, if any, on the Notes, if lawful, and all other payment Obligations of the Issuers Company to the Holders or the Trustee hereunder or thereunder will shall be promptly paid in full and or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, the that same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon redemption, repurchase or redemption or otherwise. Failing payment when so due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will shall be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Issuers. The Guarantors hereby agree that their obligations Obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against an Issuerthe Company, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of an Issuerthe Company, any right to require a proceeding first against an Issuerthe Company, protest, notice and all demands whatsoever and covenants covenant that its this Subsidiary Guarantee will shall not be discharged except by complete performance of the Obligations contained in the Notes and this Indenture. If any Holder of Notes or the Trustee is required by any court or otherwise to return to an Issuer, the Company or Guarantors, or any Custodiancustodian, Trustee Trustee, liquidator or other similar official acting in relation to any of either the Issuers Company or the Guarantors, any amount paid by an Issuer or any Guarantor either to the Trustee or such Holder, the this Subsidiary GuaranteesGuarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to, and hereby waives, to any right of subrogation in relation to the Holders of Notes in respect of any Obligations guaranteed hereby until payment in full of all Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (ax) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of its this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed thereby, hereby and (by) in the event of any declaration of acceleration of such Obligations as provided in Article 6 hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor Guarantors for the purpose of its this Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantees.
Appears in 2 contracts
Samples: Indenture (Delta Woodside Industries Inc /Sc/), Indenture (Delta Mills Inc)
Subsidiary Guarantees. (a) The Notes shall be guaranteed by each of the Guarantors (each such guarantee, a “Subsidiary Guarantee”) in accordance with the provisions of this Article IX.
(b) Subject to this Article 10IX, each of the Guarantors hereby, jointly and severally, unconditionally guarantees, on a senior secured basis, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to Notes or the Trustee and its successors and assigns, irrespective obligations of the validity and enforceability of this Indenture, Company under the Notes held thereby and Indenture or the Obligations of the Issuers hereunder and thereunder, thatNotes: (ai) that the principal of and premium, if anyof, and interest on on, the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturitythe Maturity Date, by accelerationthe Redemption Date, upon repurchase the Fundamental Change Repurchase Date or redemption or otherwiseother due date, and interest on the overdue principal of and premium and (to the extent permitted by law) interest on the Notes, if any, if lawful, and that all other payment Obligations obligations of the Issuers Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full and or performed, all in accordance with the terms hereof and thereofof the Indenture; and (bii) in case of any extension of time of payment or renewal of any Notes or any of such other Obligationsobligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitythe Maturity Date, by accelerationthe Redemption Date, upon repurchase the Fundamental Change Repurchase Date or redemption or otherwiseother due date. Failing payment when so due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will shall be jointly and severally obligated to pay the same immediately. An Event Each Guarantor agrees that this is a guarantee of Default under payment and not a guarantee of collection.
(c) Subject to this Indenture or the Notes shall constitute an event of default under the Subsidiary GuaranteesArticle IX, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner hereby, jointly and to the same extent as the Obligations of the Issuers. The Guarantors hereby severally, agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof of the Indenture or thereofof the Notes, the recovery of any judgment against an Issuerthe Company, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of an Issuerthe Company, any right to require a proceeding first against an Issuerthe Company, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee will shall not be discharged except by complete performance of the Obligations obligations contained in the Notes Indenture and this Indenture. the Notes.
(d) If any Holder or the Trustee is required by any court or otherwise to return to an Issuerthe Company, the Guarantors, any Guarantor or any Custodiancustodian, Trustee trustee, liquidator or other similar official acting in relation to any of either the Issuers Company or the Guarantors, Guarantors any amount paid by an Issuer any of the foregoing to such Holder or any Guarantor to the Trustee or such HolderTrustee, the then each Subsidiary GuaranteesGuarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. .
(e) Each Guarantor agrees that it shall not be entitled to, and hereby waives, to any right of subrogation in relation to the Holders in respect of any Obligations obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (ai) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 hereof VI for the purposes of its the Subsidiary GuaranteeGuarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed thereby, hereby; and (bii) in the event of any declaration of acceleration of such Obligations obligations as provided in Article 6 hereofVI, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor Guarantors for the purpose of its the Subsidiary GuaranteeGuarantees. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantees. Notwithstanding anything to the contrary in the Indenture or the Notes, references in the Indenture or the Notes to Section 12.02 of the Base Indenture shall, for purposes of the Notes, be read as references to this Section 9.01.
Appears in 2 contracts
Samples: Eighth Supplemental Indenture (Omnicare Inc), Seventh Supplemental Indenture (Omnicare Inc)
Subsidiary Guarantees. Subject to this Article 1011, each of the Subsidiary Guarantors hereby, jointly and severally, absolutely, unconditionally guarantees, on a senior secured basis, and irrevocably guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes held thereby and or the Obligations obligations of the Issuers Company hereunder and or thereunder, that: (a) the principal of and of, premium, if any, and interest on the Notes will be promptly paid in full when due, subject to any applicable grace periodwhether on an Interest Payment Date (as defined in the Notes), whether at Stated Maturitymaturity, by acceleration, upon repurchase or repurchase, prepayment, redemption or otherwise, and interest on the overdue principal of and premium and (to the extent permitted by law) interest on the Notes, if any, if lawful, and all other payment Obligations of the Issuers to the Holders or the Trustee hereunder or thereunder Company will be promptly paid in full and performed, all in accordance with the terms hereof hereof, the Notes and thereofthe Security Documents; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligationsobligations, the that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitystated maturity, by acceleration, upon repurchase or redemption acceleration or otherwise. Failing payment when so due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors will shall be jointly and severally obligated to pay or perform the same immediately. An Event Notwithstanding any notice given by the Company pursuant to the second paragraph of Default Section 4.01 as to payment of interest on any Interest Payment Date in Additional Notes, if the Company fails timely to pay such interest, the Subsidiary Guarantors shall nonetheless be jointly and severally obligated to pay such interest immediately in cash. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.
(i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of the Subsidiary Guarantees and any legal or equitable discharge of such Subsidiary Guarantor's obligations hereunder, (ii) the benefit of any statute of limitations affecting such Subsidiary Guarantor's liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims and (iv) promptness, diligence and any requirement that any Benefited Party protect, secure, perfect or insure any security interest or Lien on any property subject thereto; (f) notices, demands, presentations, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance of the Subsidiary Guarantees, notices of default under this Indenture or the Notes shall constitute an event or any agreement or instrument related thereto, notices of default under the Subsidiary Guaranteesany renewal, and shall entitle the Holders to accelerate the obligations extension or modification of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Issuers. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity under this Indenture or enforceability of the Notes or this Indentureany agreement related thereto, the absence and notices of any action extension of credit to enforce the same, Company and any waiver or right to consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against an Issuer, any action to enforce the same or any other circumstance ; (other than complete performanceg) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor further, to the extent permitted by under applicable law, the benefits of any "One Action" rule and (h) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of the Subsidiary Guarantees. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of an Issuer, any right to require a proceeding first against an Issuer, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee will shall not be discharged except by complete performance of the Obligations obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to an Issuerthe Company, the Guarantors, Subsidiary Guarantors or any Custodiancustodian, Trustee trustee, liquidator or other similar official acting in relation to any of either the Issuers Company or the Subsidiary Guarantors, any amount paid by an Issuer either the Company or any Guarantor the Subsidiary Guarantors to the Trustee or such Holder, the this Subsidiary GuaranteesGuarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that it shall not be entitled to, and hereby waives, to any right of subrogation in relation to the Holders in respect of any Obligations obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the Subsidiary Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (ax) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of its this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed therebyhereby, and (by) in the event of any declaration of acceleration of such Obligations obligations as provided in Article 6 hereof, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor Subsidiary Guarantors for the purpose of its this Subsidiary Guarantee. The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary GuaranteesGuarantee.
Appears in 2 contracts
Samples: Indenture (Sterling Chemical Inc), Indenture (Sterling Chemical Inc)
Subsidiary Guarantees. Subject to this Article 10, each of the Guarantors herebyEach Subsidiary Guarantor, jointly and severally, hereby unconditionally guarantees, on a senior secured basis, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its their respective successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes held thereby and or the Obligations obligations of the Issuers Company hereunder and or thereunder, that: (a) the principal of and premium, if any, any premium and interest on the Notes will shall be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise, and interest on the overdue principal of and interest on premium and (to the extent permitted by law) interest on the Notes, if any, if lawful, and all other payment Obligations obligations of the Issuers Company to the Holders or the Trustee hereunder or thereunder will shall be promptly paid in full and or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligationsobligations, that the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitystated maturity, by acceleration, upon repurchase or redemption acceleration or otherwise. Failing payment when so due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors will shall be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the The Subsidiary Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Issuers. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against an Issuerthe Company, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantor. Each Subsidiary Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of an Issuerthe Company, any right to require a proceeding first against an Issuerthe Company, protest, notice and all demands whatsoever and covenants that its this Subsidiary Guarantee will shall not be discharged (other than in accordance with Article Four or Section 1404 of this Indenture) except by complete performance of the Obligations obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to an Issuer, the Company or Subsidiary Guarantors, or any Custodiancustodian, Trustee trustee, liquidator or other similar official acting in relation to any of either the Issuers Company or the Subsidiary Guarantors, any amount paid by an Issuer or any Guarantor either to the Trustee or such Holder, the this Subsidiary GuaranteesGuarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to, and hereby waives, any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the Subsidiary Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (ax) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 hereof Five for the purposes of its this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed thereby, hereby and (by) in the event of any declaration of acceleration of such Obligations obligations as provided in Article 6 hereofFive, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor Subsidiary Guarantors for the purpose of this Subsidiary Guarantee. In order to provide for just and equitable contribution among the Subsidiary Guarantors, in the event any payment or distribution is made by any Subsidiary Guarantor (a "Funding Subsidiary Guarantor") under its Subsidiary Guarantee. The Guarantors , such Funding Subsidiary Guarantor shall have the right be entitled to seek a contribution from each other Subsidiary Guarantor in a pro rata amount based on the Adjusted Net Assets of each Subsidiary Guarantor (including the Funding Subsidiary Guarantor) for all payments, damages and expenses incurred by the Funding Subsidiary Guarantor in discharging the Company's obligations with respect to the Notes or any non-paying other Subsidiary Guarantor's obligations with respect to any Subsidiary Guarantee. Each Subsidiary Guarantor so long as the agrees that it will not be entitled to exercise any right of such right does not impair the rights of subrogation or contribution in relation to the Holders of Notes in respect of any obligations guaranteed hereby until payment in full of all amounts guaranteed under the Subsidiary Guaranteesthis Section 1401.
Appears in 2 contracts
Samples: Sixth Supplemental Indenture (Pride International Inc), Fifth Supplemental Indenture (Pride International Inc)
Subsidiary Guarantees. Subject to this Article 1011, each of the Guarantors hereby, jointly and severally, unconditionally guarantees, on a senior secured unsecured basis, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes held thereby and the Obligations of the Issuers hereunder and thereunder, that: (a) the principal of and premium, if any, premium and interest on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise, and interest on the overdue principal of of, interest on, and premium and (to the extent permitted by law) interest ), if any, on the Notes, and all other payment Obligations of the Issuers to the Holders or the Trustee hereunder or thereunder will be promptly paid in full and performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise. Failing payment when so due of any amount so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Issuers. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against an Issuer, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of an Issuer, any right to require a proceeding first against an Issuer, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee will not be discharged except by complete performance of the Obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to an Issuer, the Guarantors, or any Custodian, Trustee or other similar official acting in relation to any of the Issuers or the Guarantors, any amount paid by an Issuer or any Guarantor to the Trustee or such Holder, the Subsidiary Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to, and hereby waives, any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (a) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 7 hereof for the purposes of its Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed thereby, and (b) in the event of any declaration of acceleration of such Obligations as provided in Article 6 7 hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of its Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantees.
Appears in 2 contracts
Samples: Third Supplemental Indenture (Access Midstream Partners Lp), First Supplemental Indenture (Access Midstream Partners Lp)
Subsidiary Guarantees. Subject to this Article 10, each of the Guarantors hereby, jointly and severally, unconditionally guarantees, on a senior secured basis, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes held thereby and the Obligations of the Issuers hereunder and thereunder, that: (a) the principal of and interest and premium, if any, and interest on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise, and interest on the overdue principal of and premium premium, and (to the extent permitted by law) interest on the Notes, and all other payment Obligations of the Issuers to the Holders or the Trustee hereunder or thereunder will be promptly paid in full and performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise. Failing payment when so due of any amount so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Issuers. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against an Issuer, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of an Issuer, any right to require a proceeding first against an Issuer, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee will not be discharged except by complete performance of the Obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to an Issuer, the Guarantors, or any Custodian, Trustee or other similar official acting in relation to any of the Issuers or the Guarantors, any amount paid by an Issuer or any Guarantor to the Trustee or such Holder, the Subsidiary Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to, and hereby waives, any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (a) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of its Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed thereby, and (b) in the event of any declaration of acceleration of such Obligations as provided in Article 6 hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of its Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantees.
Appears in 2 contracts
Samples: Indenture (Calumet Specialty Products Partners, L.P.), Indenture (Calumet Specialty Products Partners, L.P.)
Subsidiary Guarantees. Subject (a) If the Company or any of its Restricted Subsidiaries acquires, creates, transfers assets to this Article 10or otherwise invests in a Wholly Owned Restricted Subsidiary (or redesignates an Unrestricted Subsidiary as a Restricted Subsidiary and such Restricted Subsidiary is a Wholly Owned Restricted Subsidiary) and such Wholly Owned Restricted Subsidiary shall at any time have total assets with a book value in excess of $5.0 million, each then such Wholly Owned Restricted Subsidiary (unless such Subsidiary is a Securitization Subsidiary or is Navios Finance or any other Subsidiary that at such time is a co-issuer of the Guarantors herebyNotes) must become a Guarantor and shall, jointly within 45 Business Days of the date of such acquisition, creation, transfer of assets, investment in or redesignation:
(1) execute and severally, unconditionally guarantees, on a senior secured basis, to each Holder of a Note authenticated and delivered by the Trustee and deliver to the Trustee and its successors and assignsa supplemental indenture in substantially the form of Exhibit D, irrespective pursuant to which such Wholly Owned Restricted Subsidiary shall unconditionally guarantee all of the validity and enforceability of this Indenture, Co-Issuers’ obligations under the Notes held thereby and this Indenture on the terms set forth in this Indenture and, (x) if such Wholly Owned Restricted Subsidiary owns a Vessel required to become a Future Mortgaged Vessel, execute one or more Ship Mortgages and the Obligations other Security Documents in favor of the Issuers hereunder Collateral Trustee pursuant to which each such Vessel shall become a Future Mortgaged Vessel for all purposes under this Indenture in each case as provided for under Section 11.09 or (y) if such Wholly Owned Restricted Subsidiary owns any Pledged Share Collateral, execute and thereunderdeliver to the trustee the Pledge Agreement, that: creating and establishing the terms of the security interests in the Pledged Share Collateral and Liens that secure the Notes; and
(a2) deliver to the principal Trustee one or more Opinions of Counsel that such supplemental indenture and premiumSecurity Documents, if any, have been duly authorized, executed and interest on the Notes will be promptly paid in full when duedelivered by such Wholly Owned Restricted Subsidiary and constitutes a valid and legally binding and enforceable obligation of such Wholly Owned Restricted Subsidiary, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwisecustomary exceptions, and interest if such Wholly Owned Restricted Subsidiary owns Collateral, addressing customary creation and perfection matters. Thereafter, such Wholly Owned Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture.
(b) The Note Guarantee of a Guarantor shall automatically and unconditionally (without any further action on the overdue principal part of and premium any Person other than notice of such release to the Trustee but the failure to deliver such notice shall not affect such release) be released:
(1) in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger, consolidation or amalgamation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.13 or Section 4.14;
(2) in connection with any sale or other disposition of a majority of the Capital Stock of that Guarantor (other than any Guarantor holding Pledged Share Collateral) to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary of the Company, if (x) such Guarantor would no longer constitute a “Subsidiary” under this Indenture and (y) the sale or other disposition does not violate Section 4.13;
(3) if the Company designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.18;
(4) upon liquidation or dissolution of such Guarantor;
(5) in the extent permitted by law) interest on case of a Guarantor that is not a Wholly Owned Restricted Subsidiary that has voluntarily issued a Guarantee of the Notes, and all other payment Obligations upon notice to the Trustee by the Company of the Issuers designation of such Guarantor as non-Guarantor Restricted Subsidiary if (x) the Company would be permitted to make an Investment in such Restricted Subsidiary at the time of such release equal to the Holders Fair Market Value of the Investment of the Company and its other Restricted Subsidiaries in such Guarantor as either a Permitted Investment or the Trustee hereunder or thereunder will be promptly paid in full and performed, all in accordance with the terms hereof and thereof; pursuant to Section 4.11 and (by) in case of any extension of time of payment or renewal of any Notes or any of all transactions entered into by such other Obligations, the same will Restricted Subsidiary while a Guarantor would be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise. Failing payment when so due of any amount so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default permitted under this Indenture at the time its Guarantee is released; and
(6) upon Legal Defeasance or the Notes shall constitute an event of default under the Subsidiary Guarantees, Covenant Defeasance or satisfaction and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Issuers. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability discharge of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against an Issuer, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of an Issuer, any right to require a proceeding first against an Issuer, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee will not be discharged except by complete performance of the Obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to an Issuer, the Guarantors, or any Custodian, Trustee or other similar official acting in relation to any of the Issuers or the Guarantors, any amount paid by an Issuer or any Guarantor to the Trustee or such Holder, the Subsidiary Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to, and hereby waives, any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (a) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of its Subsidiary Guaranteebelow under Section 8.01, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed thereby, Section 8.03 and (b) in the event of any declaration of acceleration of such Obligations as provided in Article 6 hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of its Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary GuaranteesSection 8.04.
Appears in 2 contracts
Samples: Eighth Supplemental Indenture (Navios Maritime Holdings Inc.), Supplemental Indenture (Navios Maritime Holdings Inc.)
Subsidiary Guarantees. Subject to this Article 10Section 10.05 hereof, each of the Guarantors hereby, jointly and severally, unconditionally guarantees, on a senior secured basis, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes held thereby and the Obligations of the Issuers Company hereunder and thereunder, that: (a) the principal of and of, premium, if any, interest and interest Liquidated Damages, if any, on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturitymaturity, by acceleration, upon repurchase or redemption or otherwise, and interest on the overdue principal of and premium and principal, premium, if any (to the extent permitted by law) ), interest on any interest, if any, and Liquidated Damages, if any, on the Notes, and all other payment Obligations of the Issuers Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full and performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitystated maturity, by acceleration, upon repurchase or redemption or otherwise. Failing payment when so due of any amount so guaranteed or any performance so guaranteed for whatever reason, reason the Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the IssuersCompany. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity validity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against an Issuerthe Company, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of an Issuerthe Company, any right to require a proceeding first against an Issuerthe Company, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee will not be discharged except by complete performance of the Obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to an Issuerthe Company, the Guarantors, or any Note Custodian, Trustee Trustee, liquidator or other similar official acting in relation to any of either the Issuers Company or the Guarantors, any amount paid by an Issuer the Company or any Guarantor to the Trustee or such Holder, the Subsidiary Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to, and hereby waives, any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (ax) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of its Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed thereby, and (by) in the event of any declaration of acceleration of such Obligations as provided in Article 6 hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of its Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor as provided in Section 10.05 hereof so long as the exercise of such right does not impair the rights of the Holders or the Trustee under the Subsidiary GuaranteesGuarantees or this Indenture.
Appears in 2 contracts
Samples: Indenture (Ames Department Stores Inc), Indenture (Ames Department Stores Inc)
Subsidiary Guarantees. (a) Subject to this Article 10Nine, each of the Guarantors hereby, jointly and severally, unconditionally guarantees, on a senior secured basis, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, Indenture or the Notes held thereby and the Obligations of the Issuers hereunder and thereunderunder the Notes or this Indenture, that: (a) the principal of and interest and premium, if any, and interest on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise, and interest on the overdue principal of and premium and (to the extent permitted by law) interest on the Notes, and all other payment Obligations of the Issuers to the Holders or the Trustee hereunder under the Notes or thereunder this Indenture will be promptly paid in full and performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise. Failing payment when so due of any amount so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Issuers. .
(b) The Guarantors hereby agree that that, except as expressly provided in this Article Nine, their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against an Issuer, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of an Issuer, any right to require a proceeding first against an Issuer, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee will not be discharged except by complete performance of the Obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to an Issuer, the Guarantors, or any Custodian, Trustee or other similar official acting in relation to any of the Issuers or the Guarantors, any amount paid by an Issuer or any Guarantor to the Trustee or such Holder, the Subsidiary Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to, and hereby waives, any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (a) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of its Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed thereby, and (b) in the event of any declaration of acceleration of such Obligations as provided in Article 6 hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of its Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantees.
Appears in 2 contracts
Samples: Indenture (Enviva Partners, LP), Indenture (Enviva Partners, LP)
Subsidiary Guarantees. Subject to this Article 10, each of the Guarantors hereby, jointly and severally, unconditionally guarantees, on a senior secured basis, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes held thereby and the Obligations of the Issuers hereunder and thereunder, that: Cause (a) each Restricted Subsidiary that is formed or acquired after the principal date hereof or is determined to be a Restricted Subsidiary, concurrently therewith, to (i) become a Guarantor hereunder and execute and deliver to Agent a supplement to the Subsidiary Guaranty pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Obligations in form and premiumsubstance acceptable to Agent and (ii) execute a supplement to the Guarantor Security Agreement in form and substance acceptable to Agent and such other agreements or documents necessary or requested by Agent, if anyincluding, and interest without limitation, Mortgages with respect to any Real Property not constituting Excluded Assets of such Restricted Subsidiary, to grant Agent a valid, enforceable, perfected Lien on the Notes will be promptly paid in full when duecollateral described therein, subject only to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise, and interest on the overdue principal of and premium and (to the extent permitted by law) interest on the Notes, and all other payment Obligations of the Issuers to the Holders or the Trustee hereunder or thereunder will be promptly paid in full and performed, all in accordance with the terms hereof and thereofPermitted Liens; and (b) cause such Restricted Subsidiary to deliver to Agent an opinion of counsel, in case of any extension of time of payment or renewal of any Notes or any form reasonably satisfactory to Agent, that (i) such guaranty, security agreement, and other agreements and documents have been duly authorized, executed and delivered by such Restricted Subsidiary and (ii) such guaranty, security agreement, and such other agreements and documents constitute a legal, valid, binding and enforceable obligation of such other Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewalRestricted Subsidiary, subject to any applicable grace periodcustomary assumptions and exceptions, whether at Stated Maturityincluding for bankruptcy, by accelerationfraudulent transfer and equitable principles. Concurrently with such formation, upon repurchase acquisition or redemption determination, such Borrower will provide to Agent a pledge agreement and appropriate certificates and powers or otherwise. Failing payment when so due Uniform Commercial Code financing statements, hypothecating all of any amount so guaranteed for whatever reasonthe direct or beneficial ownership interest in such Restricted Subsidiary, the Guarantors will be jointly in form and severally obligated substance satisfactory to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Subsidiary GuaranteesAgent, and shall entitle the Holders all other documentation, in form and substance satisfactory to accelerate the obligations Agent, including one or more opinions of the Guarantors hereunder counsel satisfactory to Agent, which in the same manner and to the same extent as the Obligations of the Issuers. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder Agent’s opinion is appropriate with respect to any provisions hereof or thereof, the recovery of any judgment against an Issuer, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of an Issuer, any right to require a proceeding first against an Issuer, protest, notice execution and all demands whatsoever and covenants that its Subsidiary Guarantee will not be discharged except by complete performance delivery of the Obligations contained in the Notes and this Indentureapplicable documentation referred to above. If any Holder or the Trustee is required by any court or otherwise to return to an IssuerAny document, the Guarantorsagreement, or any Custodian, Trustee instrument executed or other similar official acting in relation issued subject to any of the Issuers or the Guarantors, any amount paid by an Issuer or any Guarantor to the Trustee or such Holder, the Subsidiary Guarantees, to the extent theretofore discharged, this Section 6.19 shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to, and hereby waives, any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (a) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of its Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed thereby, and (b) in the event of any declaration of acceleration of such Obligations as provided in Article 6 hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of its Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guaranteesa Loan Document.
Appears in 1 contract
Samples: Loan and Security Agreement (Peninsula Gaming, LLC)
Subsidiary Guarantees. Subject to this Article 10Section 10.06 hereof, each of the Guarantors hereby, jointly and severally, unconditionally guarantees, on a senior secured basis, guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes held thereby and the Obligations of the Issuers Company hereunder and thereunder, that: (a) the principal of and premium, interest and Liquidated Damages, if any, and interest on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturitymaturity, by acceleration, upon repurchase or redemption or otherwise, and interest on the overdue principal of and premium and principal, premium, (to the extent permitted by law) interest and Liquidated Damages, if any, on the Notes, and all other payment Obligations of the Issuers Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full and performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitystated maturity, by acceleration, upon repurchase or redemption or otherwise. Failing payment when so due of any amount so guaranteed or any performance so guaranteed for whatever reason, reason the Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the IssuersCompany. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against an Issuerthe Company, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of an Issuerthe Company, any right to require a proceeding first against an Issuerthe Company, protest, notice and all demands whatsoever and covenants that its this Subsidiary Guarantee will not be discharged except by complete performance of the Obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to an Issuerthe Company, the Guarantors, or any Custodian, Trustee or other similar official acting in relation to any of either the Issuers Company or the Guarantors, any amount paid by an Issuer the Company or any Guarantor to the Trustee or such Holder, the Subsidiary Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to, and hereby waives, any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (a) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of its Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed thereby, and (b) in the event of any declaration of acceleration of such Obligations as provided in Article 6 hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of its Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantees.
Appears in 1 contract
Samples: Indenture (Frontier Oil Corp /New/)
Subsidiary Guarantees. Subject to this Article 10, each of the Guarantors (a) Each Subsidiary Guarantor hereby, jointly and severally, unconditionally guarantees, on a senior secured basis, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes held thereby and the Obligations of the Issuers hereunder and thereunder, that: (ai) the principal of and of, premium, if any, and interest on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturitymaturity, by acceleration, upon repurchase or redemption or otherwise, and interest on the overdue principal of and premium and (to the extent permitted by law) interest on the Notes, if any, to the extent lawful, and all other payment Obligations of the Issuers Company to the Holders or the Trustee hereunder or thereunder under this Indenture and the Notes will be promptly paid in full and performedfull, all in accordance with the terms hereof of this Indenture and thereofthe Notes; and (bii) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, that the same Notes will be promptly paid in full when due or performed in accordance with the terms of the such extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption acceleration or otherwise. Failing payment when so due of In the event that the Company fails to pay any amount so guaranteed by the Subsidiary Guarantors for whatever reasonany reason whatsoever, the Subsidiary Guarantors will be jointly and severally obligated to pay the same such amount immediately. An Event of Default The Subsidiary Guarantors hereby further agree that their Obligations under this Indenture or and the Notes shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Issuers. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective regardless of the validity, regularity or enforceability of this Indenture or the Notes or this IndentureNotes, the absence of any action to enforce this Indenture or the sameNotes, any waiver or consent by any Holder with respect to any provisions hereof of this Indenture or thereofthe Notes, any modification or amendment of, or supplement to, this Indenture or the Notes, the recovery of any judgment against an Issuer, the Company or any action to enforce the same any such judgment, or any other circumstance (other than complete performance) which that might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantor. Each Subsidiary Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of an Issuerthe Company, any right to require a proceeding first against an Issuerthe Company, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee of the Company’s Obligations under this Indenture and the Notes will not be discharged except by complete performance by the Company or another Guarantor of the Obligations contained in the Notes and this Indenturesuch Obligations. If any Holder or the Trustee is required by any court or otherwise to return to an Issuerthe Company, the Guarantors, any Subsidiary Guarantor or any Custodian, Trustee or other similar official acting in relation to any a Custodian of the Issuers Company or the Guarantors, a Subsidiary Guarantor any amount paid by an Issuer the Company or any Subsidiary Guarantor to the Trustee or such Holder, the Subsidiary GuaranteesGuarantee of the Company’s Obligations under this Indenture and the Notes by each Subsidiary Guarantor shall, to the extent theretofore dischargedpreviously discharged as a result of any such payment, shall be immediately reinstated and be in full force and effect. Each Subsidiary Guarantor agrees that it shall not be entitled to, hereby acknowledges and hereby waives, any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Subsidiary Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (ax) the maturity of the Company’s Obligations guaranteed hereby under this Indenture and the Notes may be accelerated as provided in Article 6 hereof VI for the purposes of its the Subsidiary Guarantee, Guarantees notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed therebyacceleration, and (by) in the event of any declaration of acceleration of such the Company’s Obligations under this Indenture and the Notes as provided in Article 6 hereofVI, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor Subsidiary Guarantors for the purpose of the Subsidiary Guarantees.
(b) Each Subsidiary Guarantor hereby waives all rights of subrogation, contribution, reimbursement and indemnity, and all other rights, that such Subsidiary Guarantor would have against the Company at any time as a result of any payment in respect of its Subsidiary Guarantee. The Guarantors Guarantee (whether contractual, under Section 509 of the Bankruptcy Code, or otherwise).
(c) Each Subsidiary Guarantor that makes or is required to make any payment in respect of its Subsidiary Guarantee shall have the right be entitled to seek contribution from the other Subsidiary Guarantors to the extent permitted by applicable law; provided that each Subsidiary Guarantor agrees that any non-paying such claim for contribution that such Subsidiary Guarantor so long as may have against any other Subsidiary Guarantor shall be subrogated to the exercise prior payment in full in cash of all Obligations owed to Holders under or in respect of the Notes.
(d) Upon the sale or disposition (whether by merger, stock purchase or issuance of Capital Stock, asset sale or otherwise) of a Subsidiary Guarantor (or substantially all of its assets) to a Person which is not the Company or a Subsidiary of the Company, or upon the liquidation, dissolution or winding up of such right Subsidiary Guarantor, which is otherwise in compliance with this Indenture, such Subsidiary Guarantor shall be deemed released from all its obligations under its Subsidiary Guarantee; provided that any such termination shall occur only to the extent that all obligations of such Subsidiary Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, other Indebtedness of the Company under any Senior Credit Facilities shall also terminate upon such release, sale or transfer.
(e) Each Subsidiary Guarantor may consolidate with or merge into or sell its assets to the Company or another Subsidiary Guarantor without limitation. A Subsidiary Guarantor may consolidate with or merge into or sell its assets to a corporation other than the Company or another Subsidiary Guarantor (whether or not affiliated with such Subsidiary Guarantor, but subject to the provisions described in Section 11.01(d)), provided that (a) if the Surviving Person is not the Subsidiary -73- Guarantor, the Surviving Person agrees to assume such Subsidiary Guarantor’s obligations under its Subsidiary Guarantee and all its obligations under this Indenture and (b) such transaction does not impair (i) violate any covenants set forth in this Indenture or (ii) result in a Default or Event of Default under this Indenture immediately thereafter that is continuing.
(f) The Subsidiary Guarantee of each Subsidiary Guarantor will be automatically and unconditionally released (i) upon the rights designation of such Subsidiary Guarantor as an Unrestricted Subsidiary in compliance with Section 4.18, (ii) to the extent that such Subsidiary Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (i) of the Holders under definition of “Immaterial Subsidiary,” upon the release of the Guarantee referred to in such clause, (iii) in connection with a Legal Defeasance or Covenant Defeasance of this Indenture or (iv) upon satisfaction and discharge of this Indenture.
(g) If any Subsidiary GuaranteesGuarantor becomes an Immaterial Subsidiary, the Company shall have the right, by execution and delivery of a supplemental indenture to the Trustee, to cause such Immaterial Subsidiary to cease to be a Subsidiary Guarantor, subject to the requirement that such Subsidiary Guarantor shall be required to become a Subsidiary Guarantor if it ceases to be an Immaterial Subsidiary and is not an Unrestricted Subsidiary; provided, further, that such Immaterial Subsidiary shall not be permitted to Guarantee any Senior Credit Facility or other Indebtedness of the Company or the other Subsidiary Guarantors unless and until it again becomes a Subsidiary Guarantor.
Appears in 1 contract
Samples: Indenture (E.W. SCRIPPS Co)
Subsidiary Guarantees. Subject to this Article 10, each of the Guarantors Each Subsidiary Guarantor hereby, jointly and severally, unconditionally guarantees, on a senior secured basis, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes held thereby and the Obligations of the Issuers hereunder and thereunder, that: (ai) the principal of and of, premium, if any, and interest on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturitymaturity, by acceleration, upon repurchase or redemption or otherwise, and interest on the overdue principal of and premium and (to the extent permitted by law) interest on the Notes, if any, to the extent lawful, and all other payment Obligations of the Issuers Company to the Holders or the Trustee hereunder or thereunder under this Indenture and the Notes will be promptly paid in full and performedfull, all in accordance with the terms hereof of this Indenture and thereofthe Notes; and (bii) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, that the same Notes will be promptly paid in full when due or performed in accordance with the terms of the such extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption acceleration or otherwise. Failing payment when so due of In the event that the Company fails to pay any amount so guaranteed by the Subsidiary Guarantors for whatever reasonany reason whatsoever, the Subsidiary Guarantors will be jointly and severally obligated to pay the same such amount immediately. An Event of Default The Subsidiary Guarantors hereby further agree that their Obligations under this Indenture or and the Notes shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Issuers. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective regardless of the validity, regularity or enforceability of this Indenture or the Notes or this IndentureNotes, the absence of any action to enforce this Indenture or the sameNotes, any waiver or consent by any Holder with respect to any provisions hereof of this Indenture or thereofthe Notes, any modification or amendment of, or supplement to, this Indenture or the Notes, the recovery of any judgment against an Issuer, the Company or any action to enforce the same en- force any such judgment, or any other circumstance (other than complete performance) which that might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantor. Each Subsidiary Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of an Issuerthe Company, any right to require a proceeding first against an Issuerthe Company, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee of the Company’s Obligations under this Indenture and the Notes will not be discharged except by complete performance by the Company or another Guarantor of the Obligations contained in the Notes and this Indenturesuch Obligations. If any Holder or the Trustee is required by any court or otherwise to return re- turn to an Issuerthe Company, the Guarantors, any Subsidiary Guarantor or any Custodian, Trustee or other similar official acting in relation to any a Custodian of the Issuers Company or the Guarantors, a Subsidiary Guarantor any amount paid by an Issuer the Company or any Subsidiary Guarantor to the Trustee or such Holder, the Subsidiary GuaranteesGuarantee of the Company’s Obligations under this Indenture and the Notes by each Subsidiary Guarantor shall, to the extent theretofore dischargedpreviously discharged as a result of any such payment, shall be immediately reinstated and be in full force and effect. Each Subsidiary Guarantor agrees that it shall not be entitled to, hereby acknowledges and hereby waives, any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby. Each Guarantor further agrees that, as between be- tween the Subsidiary Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (ax) the maturity of the Company’s Obligations guaranteed hereby under this Indenture and the Notes may be accelerated as provided in Article 6 hereof VI for the purposes of its the Subsidiary Guarantee, Guarantees notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed therebyacceleration, and (by) in the event of any declaration of acceleration of such the Company’s Obligations under this Indenture and the Notes as provided in Article 6 hereofVI, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor Subsidiary Guarantors for the purpose of its Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantees.
Appears in 1 contract
Samples: Indenture (E.W. SCRIPPS Co)
Subsidiary Guarantees. Section 11.01 Guarantee.
(a) Subject to this Article 1011, each of the Guarantors hereby, jointly and severally, unconditionally guarantees, on a senior secured basis, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes held thereby and or the Obligations obligations of the Issuers Company hereunder and or thereunder, that: :
(a1) the principal of of, premium and premiumSpecial Interest, if any, and interest on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturitymaturity, by acceleration, upon repurchase or redemption or otherwise, and interest on the overdue principal of and premium and (to the extent permitted by law) interest on the Notes, if any, if lawful, and all other payment Obligations obligations of the Issuers Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full and or performed, all in accordance with the terms hereof and thereof; and and
(b2) in case of any extension of time of payment or renewal of any Notes or any of such other Obligationsobligations, the that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitystated maturity, by acceleration, upon repurchase or redemption acceleration or otherwise. Failing payment when so due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will shall be jointly and severally obligated to pay the same immediately. An Event Each Guarantor agrees that this is a guarantee of Default under this Indenture or the Notes shall constitute an event payment and not a guarantee of default under the Subsidiary Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Issuers. collection.
(b) The Guarantors hereby agree that their obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against an Issuerthe Company, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of an Issuerthe Company, any right to require a proceeding first against an Issuerthe Company, protest, notice and all demands whatsoever and covenants covenant that its this Subsidiary Guarantee will shall not be discharged except by complete performance of the Obligations obligations contained in the Notes and this Indenture. .
(c) If any Holder or the Trustee is required by any court or otherwise to return to an Issuerthe Company, the Guarantors, Guarantors or any Custodiancustodian, Trustee trustee, liquidator or other similar official acting in relation to any of either the Issuers Company or the Guarantors, any amount paid by an Issuer or any Guarantor either to the Trustee or such Holder, the this Subsidiary GuaranteesGuarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. .
(d) Each Guarantor agrees that it shall not be entitled to, and hereby waives, to any right of subrogation in relation to the Holders in respect of any Obligations obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (a1) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of its this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed therebyhereby, and (b2) in the event of any declaration of acceleration of such Obligations obligations as provided in Article 6 hereof, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor Guarantors for the purpose of its this Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary GuaranteesGuarantee.
Appears in 1 contract
Samples: Indenture (Ipc Acquisition Corp)
Subsidiary Guarantees. Subject to this Article 10, each of the Guarantors (a) Each Subsidiary Guarantor hereby, jointly and severally, unconditionally guarantees, on a senior secured basis, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes held thereby and the Obligations of the Issuers hereunder and thereunder, that: (ai) the principal of and of, premium, if any, and interest on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturitymaturity, by acceleration, upon repurchase or redemption or otherwise, and interest on the overdue principal of and premium and (to the extent permitted by law) interest on the Notes, if any, to the extent lawful, and all other payment Obligations of the Issuers Company to the Holders or the Trustee hereunder or thereunder under this Indenture and the Notes will be promptly paid in full and performedfull, all in accordance with the terms hereof of this Indenture and thereofthe Notes; and (bii) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, that the same Notes will be promptly paid in full when due or performed in accordance with the terms of the such extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption acceleration or otherwise. Failing payment when so due of In the event that the Company fails to pay any amount so guaranteed by the Subsidiary Guarantors for whatever reasonany reason whatsoever, the Subsidiary Guarantors will be jointly and severally obligated to pay the same such amount immediately. An Event of Default The Subsidiary Guarantors hereby further agree that their Obligations under this Indenture or and the Notes shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Issuers. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective regardless of the validity, regularity or enforceability of this Indenture or the Notes or this IndentureNotes, the absence of any action to enforce this Indenture or the sameNotes, any waiver or consent by any Holder with respect to any provisions hereof of this Indenture or thereofthe Notes, any modification or amendment of, or supplement to, this Indenture or the Notes, the recovery of any judgment against an Issuer, the Company or any action to enforce the same any such judgment, or any other circumstance (other than complete performance) which that might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantor. Each Subsidiary Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of an Issuerthe Company, any right to require a proceeding first against an Issuerthe Company, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee of the Company’s Obligations under this Indenture and the Notes will not be discharged except by complete performance by the Company or another Subsidiary Guarantor of the Obligations contained in the Notes and this Indenturesuch Obligations. If any Holder or the Trustee is required by any court or otherwise to return to an Issuerthe Company, the Guarantors, any Subsidiary Guarantor or any Custodian, Trustee or other similar official acting in relation to any a Custodian of the Issuers Company or the Guarantors, a Subsidiary Guarantor any amount paid by an Issuer the Company or any Subsidiary Guarantor to the Trustee or such Holder, the Subsidiary GuaranteesGuarantee of the Company’s Obligations under this Indenture and the Notes by each Subsidiary Guarantor shall, to the extent theretofore dischargedpreviously discharged as a result of any such payment, shall be immediately reinstated and be in full force and effect. Each Subsidiary Guarantor agrees that it shall not be entitled to, hereby acknowledges and hereby waives, any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Subsidiary Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (ax) the maturity of the Company’s Obligations guaranteed hereby under this Indenture and the Notes may be accelerated as provided in Article 6 hereof VI for the purposes of its the Subsidiary Guarantee, Guarantees notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed therebyacceleration, and (by) in the event of any declaration of acceleration of such the Company’s Obligations under this Indenture and the Notes as provided in Article 6 hereofVI, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor Subsidiary Guarantors for the purpose of the Subsidiary Guarantees.
(b) Each Subsidiary Guarantor hereby waives all rights of subrogation, contribution, reimbursement and indemnity, and all other rights, that such Subsidiary Guarantor would have against the Company at any time as a result of any payment in respect of its Subsidiary Guarantee. The Guarantors Guarantee (whether contractual, under Section 509 of the Bankruptcy Code, or otherwise).
(c) Each Subsidiary Guarantor that makes or is required to make any payment in respect of its Subsidiary Guarantee shall have the right be entitled to seek contribution from the other Subsidiary Guarantors to the extent permitted by applicable law; provided that each Subsidiary Guarantor agrees that any non-paying such claim for contribution that such Subsidiary Guarantor so long as may have against any other Subsidiary Guarantor shall be subrogated to the exercise prior payment in full in cash of all Obligations owed to Holders under or in respect of the Notes.
(d) Upon the sale or other transfer (including by way of consolidation or merger) of Capital Stock in such Subsidiary Guarantor or issuance of Capital Stock by such Subsidiary Guarantor, in each case, following which such Subsidiary Guarantor ceases to be a Subsidiary of the Company, or upon the sale or other disposition of all or substantially all of the assets of such right Subsidiary Guarantor (including by way of consolidation or merger) to a Person other than the Company or a Subsidiary Guarantor or upon the liquidation, dissolution or winding up of such Subsidiary Guarantor, such Subsidiary Guarantor shall be deemed automatically and unconditionally released from all its obligations under its Subsidiary Guarantee.
(e) Upon the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary in compliance with the provisions of this Indenture or upon such Subsidiary Guarantor ceasing to be a guarantor or obligor under the Senior Credit Agreement (other than a release as a result of the repayment in full of the Indebtedness under the Senior Credit Agreement), such Subsidiary Guarantor shall be deemed automatically and unconditionally released from all its obligations under its Subsidiary Guarantee.
(f) Each Subsidiary Guarantor may consolidate with or merge into or sell its assets to the Company or another Subsidiary Guarantor without limitation. A Subsidiary Guarantor may consolidate with or merge into or sell its assets to a corporation other than the Company or another Subsidiary Guarantor (whether or not affiliated with such Subsidiary Guarantor, but subject to the provisions described in Section 11.01(d)), provided that (a) if the Surviving Person is not the Subsidiary Guarantor, the Surviving Person agrees to assume such Subsidiary Guarantor’s obligations under its Subsidiary Guarantee and all its obligations under this Indenture and (b) such transaction does not impair (i) violate any covenants set forth in this Indenture or (ii) result in a Default or Event of Default under this Indenture immediately thereafter that is continuing.
(g) The Subsidiary Guarantee of each Subsidiary Guarantor will be automatically and unconditionally released in connection with a Legal Defeasance or Covenant Defeasance of this Indenture or upon satisfaction and discharge of this Indenture. Notwithstanding the rights foregoing, if any Subsidiary Guarantor ceases to be a Subsidiary, unless such Subsidiary Guarantor is also released from its obligations under the Senior Credit Agreement, such Subsidiary Guarantor shall not be released from its obligations under the Notes unless (i) the transaction or transactions that caused such Subsidiary Guarantor to cease to be a Subsidiary are entered into for a bona fide business purpose (as determined in good faith by the Company) and, for the avoidance of doubt, not for the primary purpose of causing such release, (ii) the portion of Equity Interests that caused such Subsidiary Guarantor to cease to be a Subsidiary were not transferred to an Affiliate of the Holders under Company (other than for purposes of a bona fide joint venture arrangement on terms that are not less favorable than arm’s-length terms, as determined in good faith by the Company) and (iii) after giving pro forma effect to the applicable release, in the event the Company continues to retain an ownership interest in such Subsidiary GuaranteesGuarantor, the Company is deemed to have made a new Investment in such Person on the date of such release (as if such Person were not a Subsidiary Guarantor) in an amount equal to the portion of the fair market value (as determined in good faith by the Company) of the Company’s retained ownership interest in such Person and such Investment is permitted hereunder.
Appears in 1 contract
Samples: Indenture (Gray Television Inc)
Subsidiary Guarantees. Subject to this Article 10, each of the Guarantors hereby, (a) Each Subsidiary Guarantor hereby jointly and severally, severally irrevocably and unconditionally guarantees, on a senior secured basis, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes held thereby and the Obligations of the Issuers hereunder and thereunder, that: assigns (ai) the principal of full and premium, if any, and interest on the Notes will be promptly paid in full punctual payment when due, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or by redemption or otherwise, and interest on of all obligations of the overdue principal of and premium and Company under this Indenture (including obligations to the extent permitted by lawTrustee) interest on and the Notes, whether for payment of principal of, interest on or Additional Interest, if any, in respect of the Notes and all other payment Obligations monetary obligations of the Issuers 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 10 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 Securities or the Guaranteed Obligations. The obligations of each Subsidiary 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 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 Securities or any other agreement, (iv) 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 Subsidiary Guarantor.
(c) Each Subsidiary Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among the Subsidiary Guarantors, such that such Subsidiary Guarantor’s obligations would be less than the full amount claimed. Each Subsidiary Guarantor hereby waives any right to which it may be entitled to have the assets of the Company first be used and depleted as payment of the Company’s or such Subsidiary Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Subsidiary Guarantor hereunder. Each Subsidiary Guarantor hereby waives any right to which it may be entitled to require that the Company be sued prior to an action being initiated against such Subsidiary Guarantor.
(d) Each Subsidiary Guarantor further agrees that its Subsidiary Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations.
(e) Except as expressly set forth in Section 8.1(b), 10.2 and 10.6, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Subsidiary Guarantor or would otherwise operate as a discharge of any Subsidiary Guarantor as a matter of law or equity.
(f) Each Subsidiary Guarantor agrees that its Subsidiary Guarantee shall remain in full force and effect until payment in full of all the Guaranteed Obligations. Each Subsidiary Guarantor further agrees that its Subsidiary Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest or Additional Interest, if any, on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise.
(g) In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest or Additional Interest, if any, on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee hereunder or thereunder will be promptly paid in full an amount equal to the sum of (i) the unpaid principal amount of such Guaranteed Obligations, (ii) accrued and performed, all in accordance with unpaid interest on such Guaranteed Obligations (but only to the terms hereof and thereof; extent not prohibited by law) and (biii) in case of any extension of time of payment or renewal of any Notes or any of such all other Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise. Failing payment when so due of any amount so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders to accelerate the monetary obligations of the Guarantors hereunder in the same manner and Company to the same extent as Holders and the Obligations of the Issuers. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against an Issuer, any action to enforce the same or any other circumstance Trustee.
(other than complete performanceh) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of an Issuer, any right to require a proceeding first against an Issuer, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee will not be discharged except by complete performance of the Obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to an Issuer, the Guarantors, or any Custodian, Trustee or other similar official acting in relation to any of the Issuers or the Guarantors, any amount paid by an Issuer or any Guarantor to the Trustee or such Holder, the Subsidiary Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to, and hereby waives, to any right of subrogation in relation to the Holders in respect of any Guaranteed Obligations guaranteed herebyhereby until payment in full of all Guaranteed Obligations. Each Subsidiary Guarantor further agrees that, as between the Guarantorsit, on the one hand, and the Holders and the Trustee, on the other hand, (ai) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of its any Subsidiary GuaranteeGuarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed therebyhereby, and (bii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6 hereof6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the such Subsidiary Guarantor for the purposes of this Section 10.
(i) Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.1.
(j) Upon request of the Trustee, each Subsidiary Guarantor shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of its Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guaranteesthis Indenture.
Appears in 1 contract
Samples: Indenture (Verisign Inc/Ca)
Subsidiary Guarantees. Subject to this Article 10Section 9, each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally guarantees, on a senior secured unsecured basis, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes held thereby and the Obligations of the Issuers hereunder and thereunder, that: (a) the principal of of, and interest and premium, if any, and interest on on, the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise, and interest on the overdue principal of and of, premium and (to the extent permitted by law) interest on interest, if any, on, the Notes, and all other payment Obligations of the Issuers to the Holders or the Trustee hereunder under the Indenture or thereunder the Notes will be promptly paid in full and performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise. Failing payment when so due of any amount so guaranteed for whatever reason, the Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders to accelerate the obligations of the Subsidiary Guarantors hereunder in the same manner and to the same extent as the Obligations of the Issuers. The Subsidiary Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against an Issuer, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantor. Each Subsidiary Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of an Issuer, any right to require a proceeding first against an Issuer, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee will not be discharged except by complete performance of the Obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to an Issuer, the Subsidiary Guarantors, or any Custodian, Trustee or other similar official acting in relation to any of the Issuers or the Subsidiary Guarantors, any amount paid by an Issuer or any Subsidiary Guarantor to the Trustee or such Holder, the Subsidiary Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that it shall not be entitled to, and hereby waives, to any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby until payment in full of the Obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the Subsidiary Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (a) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article Section 6 hereof for the purposes of its Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed thereby, and (b) in the event of any declaration of acceleration of such Obligations as provided in Article Section 6 hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantor for the purpose of its Subsidiary Guarantee. The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantees.
Appears in 1 contract
Subsidiary Guarantees. Subject to this Article 10, each of the Guarantors hereby, Each Subsidiary Guarantor hereby jointly and severally, fully, unconditionally guaranteesand irrevocably, on a senior secured basisirrespective of the validity and enforceability of this Indenture, the Notes, the Collateral Documents, or the obligations of the Issuers hereunder or thereunder, guarantees the Notes and obligations of the Issuers hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective on behalf of the validity and enforceability of this Indenture, the Notes held thereby and the Obligations of the Issuers hereunder and thereundersuch Holder, that: (a) the principal of and premium, if any, and interest on the Notes will shall be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or call for redemption or otherwiseotherwise (including, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code), together with interest on the overdue principal, if any, and interest on the any overdue principal of and premium and (interest, to the extent permitted by law) interest on the Noteslawful, and all other payment Obligations obligations of the Issuers to the Holders or the Trustee hereunder or thereunder will shall be promptly paid in full and or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or of any of such other Obligationsobligations, the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption acceleration or otherwise. Failing payment when so due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors will shall be jointly and severally obligated to pay the same immediately. An Event Each of Default under this Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders to accelerate the obligations Guarantees of the Subsidiary Guarantors hereunder in the same manner shall be a guarantee of payment and to the same extent as the Obligations not of the Issuerscollection. The Guarantors Each Subsidiary Guarantor hereby agree agrees that their its obligations hereunder shall be joint, several, unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against an Issuereither of the Issuers, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantor. Each Guarantor further.
(i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of the Subsidiary Guarantees of the Subsidiary Guarantors and any legal or equitable discharge of such Subsidiary Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations affecting such Subsidiary Guarantor’s liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and promptness, diligence and any requirement that any Benefitted Party protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance of the Subsidiary Guarantees of the Subsidiary Guarantors, notices of default under the Notes or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Obligations of the Subsidiary Guarantors under their Subsidiary Guarantees or any agreement related thereto, and notices of any extension of credit to the Issuers and any right to consent to any thereof; (g) to the extent permitted under Section 40.495 of the Nevada Revised Statutes, the benefits of the “One Action” rule under Section 40.430 of the Nevada Revised Statutes; and (h) any defenses or benefits that may be derived from or afforded by lawlaw which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of the Subsidiary Guarantees. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of an Issuer, any right to require a proceeding first against an Issuer, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee will not be discharged except by complete performance of the Obligations obligations contained in the Notes its Subsidiary Guarantee and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to an Issuer, either the GuarantorsIssuers or any Subsidiary Guarantor, or any Custodiancustodian, Trustee trustee, or other similar official acting in relation to any of either the Issuers or the Guarantorssuch Subsidiary Guarantor, any amount paid by an Issuer the Issuers or any such Subsidiary Guarantor to the Trustee or such Holder, the applicable Subsidiary GuaranteesGuarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that it shall will not be entitled to, and hereby waives, to any right of subrogation in relation to the Holders in respect of any Obligations obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations, guaranteed hereby until payment in full of all obligations guaranteed hereby. If any Holder or the Trustee is required by any court or otherwise to return to the Issuers or any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either of the Issuers or any Subsidiary Guarantor, any amount paid by any of them to the Trustee or such Holder, the Subsidiary Guarantee of each of the Subsidiary Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between the Guarantorseach Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (ax) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 Six hereof for the purposes of its the Subsidiary GuaranteeGuarantee of such Subsidiary Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed therebyhereby, and (by) in the event of any declaration of acceleration of such Obligations obligations as provided in Article 6 Six hereof, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by the each Subsidiary Guarantor for the purpose of its the Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise Guarantee of such right does not impair the rights of the Holders under the Subsidiary GuaranteesGuarantor.
Appears in 1 contract
Subsidiary Guarantees. Subject to this Article 10, each of the Guarantors hereby, jointly and severally, unconditionally guarantees, on a senior secured unsecured basis, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes held thereby and the Obligations of the Issuers hereunder and thereunder, that: (a) the principal of and premium, interest and Additional Interest, if any, and interest on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise, and interest on the overdue principal of of, interest on, and premium and (to the extent permitted by law) interest ), if any, and Additional Interest, if any, on the Notes, and all other payment Obligations of the Issuers to the Holders or the Trustee hereunder or thereunder will be promptly paid in full and performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise. Failing payment when so due of any amount so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Issuers. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against an Issuer, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of an Issuer, any right to require a proceeding first against an Issuer, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee will not be discharged except by complete performance of the Obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to an Issuer, the Guarantors, or any Custodian, Trustee or other similar official acting in relation to any of the Issuers or the Guarantors, any amount paid by an Issuer or any Guarantor to the Trustee or such Holder, the Subsidiary Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to, and hereby waives, any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (a) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of its Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed thereby, and (b) in the event of any declaration of acceleration of such Obligations as provided in Article 6 hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of its Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantees.
Appears in 1 contract
Subsidiary Guarantees. Subject to the provisions of this Article 1012, each Subsidiary Guarantor (including, without limitation, each Subsidiary Guarantor that becomes a party to this Indenture after the Issue Date by execution and delivery of the Guarantors herebya supplemental indenture), jointly and severally, hereby unconditionally guarantees, on a senior secured basis, guarantees to each Holder of a Note authenticated and delivered by the Trustee (including, without limitation, all Additional Notes) and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes held thereby and the Obligations of the Issuers hereunder and thereunder, that: (a) the principal of of, and premium, if any, and interest on the Notes will shall be promptly duly and punctually paid in full when due, subject to any applicable grace period, whether at Stated Maturitymaturity, by acceleration, upon repurchase or redemption acceleration or otherwise, and interest on the overdue principal of principal, and premium premium, if any, and (to the extent permitted by law) interest on any interest, if any, on the Notes, Notes and all other payment Obligations obligations of the Issuers Company to the Holders or the Trustee hereunder or thereunder will under the Notes (including fees, expenses or other) shall be promptly paid in full and or performed, all in accordance with the terms hereof and thereofhereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligationsobligations, the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitystated maturity, by accelerationacceleration or otherwise (collectively, upon repurchase or redemption or otherwisethe "GUARANTEE OBLIGATIONS"). Failing payment when so due of any amount so guaranteed Guarantee Obligation or failing performance of any other obligation of the Company to the Holders, for whatever reason, the Guarantors will each Subsidiary Guarantor shall be jointly and severally obligated to pay pay, or to perform or to cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the this Subsidiary GuaranteesGuarantee, and shall entitle the Trustee or the Holders of Notes to accelerate the obligations Guarantee Obligations of the Guarantors each Subsidiary Guarantor hereunder in the same manner and to the same extent as the Obligations of the IssuersCompany. The Guarantors Each Subsidiary Guarantor hereby agree agrees that their obligations its Guarantee Obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery entry of any judgment against an Issuerthe Company, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each Subsidiary Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of an Issuer, and relinquishes: (a) any right to require a proceeding first against an Issuer, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee will not be discharged except by complete performance of the Obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to an Issuer, the Guarantors, or any Custodian, Trustee or other similar official acting in relation to any of the Issuers or the Guarantors, any amount paid by an Issuer or any Guarantor to the Trustee or such Holder, the Subsidiary Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to, and hereby waives, any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the Holders or the Company (each, a "BENEFITTED PARTY") to proceed against the Company, the Subsidiaries or any other hand, (a) Person or to proceed against or exhaust any security held by a Benefitted Party at any time or to pursue any other remedy in any secured party's power before proceeding against the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of its Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed thereby, and Guarantors; (b) in any defense that may arise by reason of the event incapacity, lack of authority, death or disability of any declaration other Person or Persons or the failure of acceleration a Benefitted Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of such Obligations any other Person or Persons; (c) demand, protest and notice of any kind (except as provided in Article 6 hereofexpressly required by this Indenture), such Obligations (whether including but not limited to notice of the existence, creation or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose incurring of its Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any new or additional Indebtedness or obligation or of any action or non-paying Guarantor so long as action on the exercise of such right does not impair the rights part of the Holders under Subsidiary Guarantors, the Company, the Subsidiaries, any Benefitted Party, any creditor of the Subsidiary Guarantees.Guarantors, the Company
Appears in 1 contract
Samples: Indenture (RBX Corp)
Subsidiary Guarantees. Subject to this Article 10XI, each of the Guarantors hereby, jointly and severally, unconditionally guarantees, on a senior secured basis, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes held thereby and or the Obligations obligations of the Issuers Company hereunder and or thereunder, that: (a) the principal of and premium, if any, and interest on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturitymaturity, by acceleration, upon repurchase or redemption or otherwise, and interest on the overdue principal of and premium and (to the extent permitted by law) interest on the Notes, if any, if lawful, and all other payment Obligations obligations of the Issuers Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full and or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligationsobligations, the that same will be promptly paid in full when due or 77 performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitystated maturity, by acceleration, upon repurchase or redemption acceleration or otherwise. Failing payment when so due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will shall be jointly and severally obligated to pay the same immediately. An Event Each Guarantor agrees that this is a guarantee of Default under this Indenture or the Notes shall constitute an event payment and not a guarantee of default under the Subsidiary Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Issuerscollection. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against an Issuerthe Company, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of an Issuerthe Company, any right to require a proceeding first against an Issuerthe Company, protest, notice and all demands whatsoever and covenants covenant that its this Subsidiary Guarantee will shall not be discharged except by complete performance of the Obligations obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to an Issuerthe Company, the Guarantors, Guarantors or any Custodiancustodian, Trustee trustee, liquidator or other similar official acting in relation to any of either the Issuers Company or the Guarantors, any amount paid by an Issuer or any Guarantor either to the Trustee or such Holder, the this Subsidiary GuaranteesGuarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to, and hereby waives, to any right of subrogation in relation to the Holders in respect of any Obligations obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (ax) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 VI hereof for the purposes of its this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed therebyhereby, and (by) in the event of any declaration of acceleration of such Obligations obligations as provided in Article 6 VI hereof, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor Guarantors for the purpose of its this Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary GuaranteesGuarantee.
Appears in 1 contract
Samples: Indenture (Iae Inc)
Subsidiary Guarantees. Subject to this Article 10Section 11.05 hereof, each of the Original Guarantors hereby, who in the future becomes a Guarantor by executing a supplemental indenture in the form attached to this Indenture as Exhibit G and each Person who in the future becomes a Guarantor by executing a supplemental indenture in the form attached to this Indenture as Exhibit E shall jointly and severally, unconditionally guaranteesguarantee, on a senior secured basis, subordinated basis to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes held thereby and the Obligations of the Issuers Company hereunder and thereunder, that: :
(a) the principal of of, and premium, if any, interest and interest on Liquidated Damages, if any, on, the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturitymaturity, by acceleration, upon repurchase or redemption or otherwise, and interest on the overdue principal of of, and premium and premium, if any, (to the extent permitted by law) interest on and Liquidated Damages, if any, on, the Notes, and all other payment Obligations of the Issuers Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full and performed, all in accordance with the terms hereof and thereof; and and
(b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitystated maturity, by acceleration, upon repurchase or redemption or otherwise. Failing payment when so due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders to accelerate the obligations Obligations of the Guarantors hereunder and under the Notes in the same manner and to the same extent as the Obligations of the IssuersCompany hereunder and under the Notes. The Guarantors hereby agree that their obligations Obligations hereunder shall be unconditional, irrespective of the validity, regularity validity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against an Issuerthe Company, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor furtherGuarantor, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of an Issuerthe Company, any right to require a proceeding first against an Issuerthe Company, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee will not be discharged except by complete performance of the Obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to an Issuerthe Company, the Guarantors, or any Note Custodian, Trustee Trustee, liquidator or other similar official acting in relation to any of either the Issuers Company or the Guarantors, any amount paid by an Issuer the Company or any Guarantor to the Trustee or such Holder, the this Subsidiary GuaranteesGuarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to, and hereby waives, any right to exercise any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby, except as provided under Section 11.05 hereof. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (ax) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 VI hereof for the purposes of its Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed thereby, and (by) in the event of any declaration of acceleration of such Obligations as provided in Article 6 VI hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by the each Guarantor for the purpose of its Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as pursuant to Section 11.05 hereof after the exercise of such right does not impair Notes and the rights of Obligations hereunder shall have been paid in full to the Holders under the Subsidiary Guarantees.
Appears in 1 contract
Samples: Indenture (Tesoro Alaska Co)
Subsidiary Guarantees. Subject The Borrower may (but is not required to), at any time upon three Business Days’ notice to this Article 10the Administrative Agent, each cause any of its Subsidiaries organized under the laws of the Guarantors herebyUnited States of America, jointly and severally, unconditionally guarantees, on a senior secured basis, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes held thereby and the Obligations of the Issuers hereunder and thereunder, that: (a) the principal of and premium, if any, and interest on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise, and interest on the overdue principal of and premium and (to the extent permitted by law) interest on the Notes, and all other payment Obligations of the Issuers to the Holders State thereof or the Trustee hereunder or thereunder will be promptly paid in full and performedDistrict of Columbia to become a Guarantor (and, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise. Failing payment when so due of any amount so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Issuers. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against an Issuer, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency any Subsidiary shall become an obligor or bankruptcy of an Issuer, any right to require provide a proceeding first against an Issuer, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee will not be discharged except by complete performance of under the Obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to an Issuer364-Day Facility, the GuarantorsBorrower shall, or any Custodiansubstantially concurrently therewith, Trustee or other similar official acting cause such Subsidiary to become a Guarantor), in relation to any of the Issuers or the Guarantorseach case, any amount paid by an Issuer or any Guarantor such Subsidiary executing and delivering to the Trustee Administrative Agent a Subsidiary Guarantee, together with such evidence of authority, secretary’s certificates and opinions (which may be opinions of in-house counsel) as the Administrative Agent may reasonably request. So long as no Default has occurred and is continuing (or would result from such Holder, the Subsidiary Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to, and hereby waives, any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other handrelease), (a) the maturity if all of the Obligations guaranteed hereby may be accelerated as provided Equity Interests in Article 6 hereof for a Guarantor that are owned by the purposes Borrower or any Subsidiary are sold or otherwise disposed of in a transaction or transactions permitted by this Agreement or (b) if, immediately after giving effect to the release of any Guarantor’s Subsidiary Guarantee, all of the Indebtedness of the Non-Guarantor Subsidiaries is permitted under Section 6.01, then, in each case, promptly following the Borrower’s request, the Administrative Agent shall execute a release of such Guarantor from its Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed thereby, and (b) ; provided that in the event such Guarantor shall have been an obligor or shall have provided a Guarantee under the 364-Day Facility, substantially concurrently therewith such Guarantor shall cease to be an obligor under the 364-Day Facility or the Guarantee thereof under the 364-Day Facility shall be released, as the case may be. In connection with an execution by the Administrative Agent of any declaration such release, upon request of acceleration the Administrative Agent the Borrower shall deliver a certificate of a Financial Officer of the Borrower as to the satisfaction of the requirements to such Obligations as provided release set forth in Article 6 hereof, such Obligations (whether or not due the immediately preceding sentence. Any execution and payable) shall forthwith become due and payable delivery of any release documents by the Guarantor for Administrative Agent pursuant to this Section shall be without recourse or warranty by the purpose of its Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary GuaranteesAdministrative Agent.
Appears in 1 contract
Samples: Revolving Credit Agreement (Marathon Petroleum Corp)
Subsidiary Guarantees. Subject to this Article 10, The Borrower shall cause each Consolidated Subsidiary of the Guarantors herebyBorrower acquired or coming into existence after the Closing Date which is a wholly-owned Subsidiary, jointly and severallydirectly or indirectly, unconditionally guaranteesof Borrower (excepting therefrom any having total assets of less than Ten Thousand Dollars ($10,000)), on a senior secured basisas soon as practicable after, but in any event within thirty (30) days after, its acquisition or creation, to each Holder execute a Subsidiary Guaranty, together with all other such documents which the Administrative Agent may reasonably request in connection therewith, including a secretary's certificate, confirming the existence of enabling authorization in respect of such Subsidiary Guarantor and signing officer incumbency, and an opinion of counsel, confirming that such Subsidiary Guaranty is a Note authenticated valid, binding and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective enforceable obligation of the validity and enforceability of this Indenture, the Notes held thereby and the Obligations of the Issuers hereunder and thereunder, that: (a) the principal of and premium, if any, and interest on the Notes will be promptly paid in full when dueSubsidiary party thereto, subject to customary assumptions, exceptions and limitations acceptable to Administrative Agent. There shall be excluded from the foregoing requirements any applicable Consolidated Subsidiary of the Borrower which, as a result of planned transfers of Capital Stock to store managers, (A) will be a wholly-owned Subsidiary of the Borrower for a period of not more than ninety (90) days after its acquisition or creation or (B) becomes a wholly-owned Subsidiary as a result of the return to the Borrower of, or the cancellation of, any Capital Stock by any store manager for a period of not more than ninety (90) days after such return or cancellation occurs; provided, however, that, (i) such requirements shall apply if such planned transfers are not made during such period such that such Subsidiary continues to be a wholly-owned Subsidiary at the expiration of such grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise, and interest on the overdue principal of and premium period and (ii) all such Subsidiaries shall be treated at all times, for purposes of Section 5.20(vii), as if such Subsidiaries were not wholly-owned Subsidiaries. The requirements of this Section 5.24 shall likewise apply to any Subsidiary as to which the Borrower is not required to deliver a Subsidiary Guaranty pursuant to one of the exceptions set forth in the parenthetical to Section 3.1.3(C) as and when such exception no longer applies. In addition to the extent permitted by law) interest on foregoing, the NotesBorrower may, and at its option, at any time, cause any other Subsidiary to execute a Subsidiary Guaranty, together with all other payment Obligations of such documents as the Issuers to the Holders or the Trustee hereunder or thereunder will be promptly paid Administrative Agent may request in full and performedconnection therewith, all in accordance consistent with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of foregoing provisions, after which such other Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise. Failing payment when so due of any amount so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Issuers. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against an Issuer, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of an Issuer, any right to require a proceeding first against an Issuer, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee will not be discharged except by complete performance of the Obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to an Issuer, the Guarantors, or any Custodian, Trustee or other similar official acting in relation to any of the Issuers or the Guarantors, any amount paid by an Issuer or any Guarantor to the Trustee or such Holder, the Subsidiary Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to, and hereby waives, any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (a) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of its Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed thereby, and (b) in the event of any declaration of acceleration of such Obligations as provided in Article 6 hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of its Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guaranteesall purposes hereof.
Appears in 1 contract
Samples: Credit Agreement (Avado Brands Inc)
Subsidiary Guarantees. Subject to this Article 10Section 10.05 hereof, each of the Guarantors herebyany Restricted Subsidiary that is or becomes a Subsidiary Guarantor shall, jointly and severally, unconditionally guarantees, on a senior secured basis, guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes held thereby and the Obligations of the Issuers Company hereunder and thereunder, that: :
(a) the principal of and of, premium, if any, and interest on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturitymaturity, by acceleration, upon repurchase or redemption or otherwise, and interest on the overdue principal of and premium and principal, premium, if any (to the extent permitted by law) ), and interest on any interest, if any, on the Notes, and all other payment Obligations of the Issuers Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full and performed, all in accordance with the terms hereof and thereof; and and
(b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitystated maturity, by acceleration, upon repurchase or redemption or otherwise. Failing payment when so due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders to accelerate the obligations Obligations of the Subsidiary Guarantors hereunder in the same manner and to the same extent as the Obligations of the IssuersCompany. The Subsidiary Guarantors hereby shall agree that their obligations Obligations hereunder shall be unconditional, irrespective of the validity, regularity validity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against an Issuerthe Company, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantor. Each Subsidiary Guarantor further, to the extent permitted by law, hereby waives shall waive diligence, presentment, demand of payment, notice of acceleration, notice of intent to accelerate, filing of claims with a court in the event of insolvency or bankruptcy of an Issuerthe Company, any right to require a proceeding first against an Issuerthe Company, protest, notice and all demands whatsoever and covenants shall covenant that its Subsidiary Guarantee will not be discharged except by complete performance of the Obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to an Issuerthe Company, the Subsidiary Guarantors, or any Note Custodian, Trustee Trustee, liquidator or other similar official acting in relation to any of either the Issuers Company or the Subsidiary Guarantors, any amount paid by an Issuer the Company or any Subsidiary Guarantor to the Trustee or such Holder, the Subsidiary GuaranteesGuarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees shall agree that it shall not be entitled to, and hereby waivesshall waive, any right to exercise any right of subrogation in relation to the Holders in respect of any Obligations guaranteed herebyby the Subsidiary Guarantee, except as provided under Section 10.05 hereof. Each Subsidiary Guarantor shall further agrees agree that, as between the Subsidiary Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (ax) the maturity of the Obligations guaranteed hereby by the Subsidiary Guarantee may be accelerated as provided in Article 6 hereof for the purposes of its Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed thereby, and (by) in the event of any declaration of acceleration of such Obligations as provided in Article 6 hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by the each Subsidiary Guarantor for the purpose of its Subsidiary Guarantee. The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as pursuant to Section 10.05 after the exercise of such right does not impair Notes and the rights of Obligations hereunder shall have been paid in full to the Holders under the Subsidiary Guarantees. Pursuant to Section 4.07 hereof, the Company may, and in certain circumstances shall be obligated to, cause Restricted Subsidiaries that are not Subsidiary Guarantors to become Subsidiary Guarantors.
Appears in 1 contract
Samples: Indenture (Ocean Energy Inc)
Subsidiary Guarantees. Subject to this Article 10, each of the Guarantors hereby, jointly and severally, unconditionally guarantees, on a senior secured basis, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes held thereby and the Obligations of the Issuers hereunder and thereunder, that: (a) If (i) any Subsidiary of the principal Company becomes a Restricted Subsidiary after the Issue Date, (ii) the Company or any Subsidiary of and premiumthe Company that is a Guarantor transfers or causes to be transferred, if anyin one transaction or a series of related transactions, and interest property or assets (including, without limitation, businesses, divisions, real property, assets or equipment) which in the aggregate have a value equal to or greater than 15% of the Company's total assets determined on a consolidated basis as of the Notes will be promptly paid in full when due, subject time of transfer to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase Subsidiary or redemption or otherwise, and interest on the overdue principal of and premium and (to the extent permitted by law) interest on the Notes, and all other payment Obligations Subsidiaries of the Issuers Company that is not a Guarantor or are not Guarantors, or (iii) any Subsidiary of the Company which has a value equal to or greater than 5% of the Holders or Company's total assets determined on a consolidated basis as of the Trustee hereunder or thereunder will be promptly paid in full and performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment determination directly or renewal of any Notes indirectly guarantees or any of such other Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise. Failing payment when so due of any amount so guaranteed for whatever reason, the Guarantors will be jointly and severally otherwise becomes obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Issuers. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereofSenior Indebtedness of the Company, the recovery of any judgment against an Issuer, any action Company shall cause such Subsidiary or Subsidiaries to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of an Issuer, any right to require a proceeding first against an Issuer, protest, notice execute and all demands whatsoever and covenants that its Subsidiary Guarantee will not be discharged except by complete performance of the Obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to an Issuer, the Guarantors, or any Custodian, Trustee or other similar official acting in relation to any of the Issuers or the Guarantors, any amount paid by an Issuer or any Guarantor deliver to the Trustee a supplemental indenture pursuant to which such Subsidiary or Subsidiaries shall unconditionally guarantee, in accordance with Article Thirteen hereof, all of the Company's obligations under the Indenture and the Securities on the same terms as the other Guarantors, which Guarantee shall rank pari passu with any Senior Indebtedness of such Holder, the Subsidiary Guarantees, to the extent theretofore discharged, shall be reinstated in full force Subsidiary. The provisions of clauses (ii) and effect. Each Guarantor agrees that it (iii) of this paragraph shall not be entitled to, and hereby waives, apply to any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (a) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of its Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed thereby, and transaction permitted by Section 1009.
(b) Each guarantee created pursuant to the provisions described in the event foregoing paragraph is referred to as a "Guarantee" and the issuer of each such Guarantee is referred to as a "Guarantor." Notwithstanding the foregoing, any declaration Guarantee shall be automatically and unconditionally released and discharged upon any sale, exchange or transfer, to any Person not an Affiliate of acceleration the Company, of all of the Company's Equity Interest in (or if such Subsidiary is owned by a Restricted Subsidiary, of all of such Obligations as provided in Article 6 hereofRestricted Subsidiary's Equity Interest in), or all or substantially all the assets of, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of its Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary GuaranteesSubsidiary, which is in compliance with this Indenture.
Appears in 1 contract
Subsidiary Guarantees. (a) Subject to this Article 107, each of the Guarantors hereby, jointly and severally, unconditionally guarantees, on a senior secured basis, as primary obligors and not as a surety, to each Holder (and its successors and assigns) of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes held thereby and Notes, the Indenture Documents and/or the Obligations of the Issuers hereunder and thereunderCompany, that: :
(ai) the principal of and premium, if any, and interest on the Notes will shall be promptly paid in full or performed when due, subject to any applicable grace period, whether at Stated Maturitymaturity, by acceleration, upon repurchase or redemption or otherwise, and interest on the overdue principal of and premium and interest (including but not limited to any interest, fees, costs or charges that would accrue but for the extent permitted by law) interest provisions of Bankruptcy Code after any Insolvency Proceeding), on the Notes, if any, if lawful, and all other payment Obligations of the Issuers Company and the Company Indenture Parties to the Holders or Holders, the Trustee hereunder or thereunder will to the Collateral Trustee under this Indenture, the other Indenture Documents and the Note Purchase Agreement shall be promptly paid in full and or performed, all in accordance with the terms hereof and thereof; and ;
(bii) in case of any extension of time of payment or renewal of any Notes or the payment or performance any of such other Obligations, the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitystated maturity, by acceleration, upon repurchase or redemption or otherwise. otherwise (such obligations in clauses (i) and (ii) being herein collectively called the “Guaranteed Obligations”).
(b) Failing payment when so due of any amount so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations obligations of the Issuers. Company.
(c) The Guarantors hereby agree that their obligations hereunder shall be absolute, irrevocable and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of the Notes or Notes, this Indenture, the Indenture Documents or any other agreement or instrument referred to herein or therein, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against an Issuerthe Company, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor, all to the fullest extent permitted by law. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder which remain absolute, irrevocable and unconditional under any and all circumstances as described above, to the fullest extent permitted by law:
(i) at any time or from time to time, without notice to the Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;
(ii) any of the acts mentioned in any of the provisions of this Indenture or the Notes, if any, or any other agreement or instrument referred to herein or therein shall be done or omitted;
(iii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be amended in any respect, or any right under the Indenture, Notes, or any other agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with;
(iv) any Lien or security interest granted to, or in favor of any Holder, the Collateral Trustee or the Trustee as security for any of the Guaranteed Obligations shall fail to be perfected; or
(v) the release of any other Guarantor.
(d) Each Guarantor further, to the fullest extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of an Issuerthe Company, any right to require a proceeding first against an Issuerthe Company, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee will not be discharged except by complete performance of the Obligations obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to an Issuer.
(e) Until terminated in accordance with Section 7.03, the Guarantors, or any Custodian, Trustee or other similar official acting in relation to any of the Issuers or the Guarantors, any amount paid by an Issuer or any Guarantor to the Trustee or such Holder, the each Subsidiary GuaranteesGuarantee shall, to the fullest extent theretofore dischargedpermitted by law, shall be reinstated remain in full force and effect. Each Guarantor agrees that it shall not effect and continue to be entitled toeffective should any petition be filed by or against the Company for liquidation, reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, and hereby waivesshall, any right of subrogation in relation to the Holders fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment of the Notes are, pursuant to applicable law, rescinded or reduced in respect of amount, or must otherwise be restored or returned by any Obligations guaranteed herebyobligee on the Notes or Subsidiary Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.
(f) Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (a) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 Section 9.02 hereof (and shall be deemed to have become automatically due and payable in the circumstances in said Section 9.02) for the purposes of its Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed thereby, and (b) in the event of any declaration of acceleration of such Obligations obligations as provided in Article 6 Section 9.02 hereof, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of its Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantees.
(g) Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee, the Collateral Trustee or any Holder in enforcing any rights under the Indenture Documents and the Note Purchase Agreement.
(h) Each Guarantor shall be subrogated to all rights of Holders against the Company in respect of any amounts paid by any Guarantor pursuant to the provisions of this Section 7.01; provided that, no Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Company under this Indenture, the Notes or the Indenture Documents shall have been paid in full in cash.
(i) Each payment to be made by a Guarantor in respect of its Subsidiary Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.
(j) Notwithstanding any other provisions set forth herein, SAE Acquisition (U.S.), LLC shall not constitute a Guarantor or Company Indenture Party hereunder (or otherwise be subject to the any of the provisions hereof) unless and until the Closing Date Acquisition Obligations (other than contingent indemnification obligations for which no claim has been asserted) have been paid in full in cash.
Appears in 1 contract
Samples: Senior Secured Convertible Notes Indenture (SAExploration Holdings, Inc.)
Subsidiary Guarantees. Subject to this Article 10, each of the Guarantors hereby, jointly and severally, unconditionally guarantees, on a senior secured basissubordinated basis in accordance with Article 13 of this First Supplemental Indenture, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this First Supplemental Indenture or the Indenture, the Notes held thereby and the Obligations of the Issuers Company hereunder and thereunder, that: (a) the principal of and premium, if any, and interest on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise, and interest on the overdue principal of and premium premium, if any, and (to the extent permitted by law) interest on the Notes, and all other payment Obligations of the Issuers Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full and performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise. Failing payment when so due of any amount so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately, subject to the provisions of Article 13 hereof. An Event of Default under this Indenture or with respect to the Notes under the Indenture shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the IssuersCompany. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this First Supplemental Indenture or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against an Issuerthe Company, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of an Issuerthe Company, any right to require a proceeding first against an Issuerthe Company, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee will not be discharged except by complete performance of the Obligations contained in the Notes and this the Indenture. If any Holder or the Trustee is required by any court or otherwise to return to an Issuerthe Company, the Guarantors, or any Custodian, Trustee or other similar official acting in relation to any of either the Issuers Company or the Guarantors, any amount paid by an Issuer the Company or any Guarantor to the Trustee or such Holder, the Subsidiary Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to, and hereby waives, any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (a) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of its Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed thereby, and (b) in the event of any declaration of acceleration of such Obligations as provided in Article 6 hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of its Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantees.hereby
Appears in 1 contract
Samples: First Supplemental Indenture (Whiting Petroleum Corp)
Subsidiary Guarantees. Subject to this Article 10Section 10.06 hereof, each of the Guarantors hereby, jointly and severally, unconditionally guarantees, on a senior secured basis, guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes held thereby and the Obligations of the Issuers Company hereunder and thereunder, that: (a) the principal of and premium, interest and Liquidated Damages, if any, and interest on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturitymaturity, by acceleration, upon repurchase or redemption or otherwise, and interest on the overdue principal of and premium and premium, interest (to the extent permitted by law) interest and Liquidated Damages, if any, on the Notes, and all other payment Obligations of the Issuers Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full and performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitystated maturity, by acceleration, upon repurchase or redemption or otherwise. Failing payment when so due of any amount so guaranteed or any performance so guaranteed for whatever reason, reason the Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the IssuersCompany. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against an Issuerthe Company, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of an Issuerthe Company, any right to require a proceeding first against an Issuerthe Company, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee will not be discharged except by complete performance of the Obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to an Issuerthe Company, the Guarantors, the Trustee or any Custodian, Trustee or other similar official acting Custodian in relation to any of either the Issuers Company or the Guarantors, any amount paid by an Issuer the Company or any Guarantor to the Trustee or such Holder, the Subsidiary Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to, and hereby waives, any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby until payment in full of the Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (a) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of its Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed thereby, and (b) in the event of any declaration of acceleration of such Obligations as provided in Article 6 hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of its Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantees.event
Appears in 1 contract
Subsidiary Guarantees. (a) Subject to this Article 109, each of the Guarantors hereby, jointly and severally, unconditionally guarantees, on a senior secured basis, guarantees to the holder of each Holder of a Note authenticated and delivered issued by the Trustee and Company hereunder (particularly to the Trustee Issuer and its successors and assignsthe Trustee), irrespective of the validity and enforceability of this Indenture, Loan Agreement or the Notes held thereby and the Obligations of the Issuers hereunder and thereunderCompany under the Notes or this Loan Agreement, that: (a) the principal of and interest and premium, if any, and interest on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise, and interest on the overdue principal of and premium and (to the extent permitted by law) interest on the Notes, and all other payment Obligations of the Issuers Company to the Holders Issuer or the Trustee hereunder under the Notes or thereunder this Loan Agreement will be promptly paid in full and performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise. Failing payment when so due of any amount so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Issuers. .
(b) The Guarantors hereby agree that that, except as expressly provided in this Article 9, their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this IndentureLoan Agreement, the absence of any action to enforce the same, any waiver or consent by any Holder the Issuer or the Trustee with respect to any provisions hereof or thereof, the recovery of any judgment against an IssuerCompany, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of an Issuerthe Company, any right to require a proceeding first against an Issuerthe Company, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee will not be discharged except by complete performance of the Obligations contained in the Notes and this Indenture. Loan Agreement.
(c) If any Holder the Issuer or the Trustee is required by any court or otherwise to return to an Issuer, the Company or the Guarantors, the Issuer or any Custodian, the Trustee or other similar official acting in relation to any of the Issuers Company or the Guarantors, any amount paid by an Issuer the Company or any Guarantor to the Trustee Issuer or such Holderthe Trustee, the Subsidiary Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to, and hereby waives, any right of subrogation in relation to the Holders Issuer or the Trustee in respect of any Obligations guaranteed hereby. .
(d) Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders Issuer and the Trustee, on the other hand, (a) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of its Subsidiary Guaranteethis Loan Agreement, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed thereby, and (b) in the event of any declaration of acceleration of such Obligations as provided in Article 6 hereofthis Loan Agreement, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of its Subsidiary GuaranteeGuarantor. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantees.
Appears in 1 contract
Subsidiary Guarantees. Subject to the provisions of this Article 10X, each of the Guarantors herebyGuarantor, jointly and severally, hereby unconditionally guarantees, on a senior secured basis, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes held thereby and the Obligations of the Issuers hereunder and thereunder, that: (a) the principal of of, and premium, if any, and interest on the Notes will be promptly duly and punctually paid in full when due, subject to any applicable grace period, whether at Stated Maturitymaturity, by acceleration, upon repurchase or redemption acceleration or otherwise, and interest on the overdue principal of principal, and premium premium, if any, and (to the extent permitted by law) interest on any interest, if any, on the Notes, Notes and all other payment Obligations obligations of the Issuers Company to the Holders or the Trustee hereunder or thereunder under the Notes (including fees, expenses or other) will be promptly paid in full and or performed, all in accordance with the terms hereof and thereofhereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligationsobligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitystated maturity, by acceleration, upon repurchase or redemption acceleration or otherwise. Failing payment when so due of any amount so guaranteed or failing performance of any other obligation of the Company to the Holders, for whatever reason, the Guarantors each Guarantor will be jointly and severally obligated to pay pay, or to perform or to cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the this Subsidiary GuaranteesGuarantee, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantors each Guarantor hereunder in the same manner and to the same extent as the Obligations obligations of the IssuersCompany. The Guarantors Each Guarantor hereby agree agrees that their its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against an Issuer, any action to enforce the same or any other circumstance the
(other than complete performancea) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of an Issuer, any right to require the Trustee, the Holders or the Company (each, a "Benefitted Party") to proceed against the Company or any other Person or to proceed against or exhaust any security held by a Benefitted Party at any time or to pursue any other remedy in any secured party's power before proceeding first against the Guarantors; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefitted Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional Indebtedness or obligation or of any action or non-action on the part of the Guarantors, the Company any Benefitted Party, any creditor of the Guarantors, the Company or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an Issuerelection of remedies by a Benefitted Party, protestincluding but not limited to an election to proceed against the Guarantors for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefitted Party's election, notice in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and all demands whatsoever and covenants (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. The Guarantors hereby covenant that its the Subsidiary Guarantee Guarantees will not be discharged except by complete performance payment in full of the Obligations contained in all principal, premium, if any, and interest on the Notes and all other costs provided for under this Indenture, or as provided in Section 8.01. If any Holder or the Trustee is required by any court or otherwise to return to an Issuer, either the Company or the Guarantors, or any Custodian, Trustee trustee or other similar official acting in relation to any of either the Issuers Company or the Guarantors, any amount paid by an Issuer the Company or any Guarantor the Guarantors to the Trustee or such Holder, the Subsidiary Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor of the Guarantors agrees that it shall will not be entitled to, and hereby waives, to any right of subrogation in relation to the Holders in respect of any Obligations obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantorsit, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (ax) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 VI hereof for the purposes of its Subsidiary Guaranteehereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed therebyhereby, and (by) in the event of any declaration of acceleration of such Obligations obligations as provided in Article 6 VI hereof, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by the such Guarantor for the purpose of its Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantees.
Appears in 1 contract
Samples: Indenture (PPC Publishing Corp)
Subsidiary Guarantees. Subject to this Article 10, each of the Guarantors hereby, jointly and severally, unconditionally guarantees, on a senior secured basissubordinated basis in accordance with Article 14 of this First Supplemental Indenture, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this First Supplemental Indenture or the Indenture, the Notes held thereby and the Obligations of the Issuers Company hereunder and thereunder, that: (a) the principal of and premium, if any, and interest on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise, and interest on the overdue principal of and premium premium, if any, and (to the extent permitted by law) interest on the Notes, and all other payment Obligations of the Issuers Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full and performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise. Failing payment when so due of any amount so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately, subject to the provisions of Article 14 hereof. An Event of Default under this Indenture or with respect to the Notes under the Indenture shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the IssuersCompany. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this First Supplemental Indenture or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against an Issuerthe Company, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of an Issuerthe Company, any right to require a proceeding first against an Issuerthe Company, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee will not be discharged except by complete performance of the Obligations contained in the Notes and this the Indenture. If any Holder or the Trustee is required by any court or otherwise to return to an Issuerthe Company, the Guarantors, or any Custodian, Trustee or other similar official acting in relation to any of either the Issuers Company or the Guarantors, any amount paid by an Issuer the Company or any Guarantor to the Trustee or such Holder, the Subsidiary Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to, and hereby waives, any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (a) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof Five of the Original Indenture for the purposes of its Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed thereby, and (b) in the event of any declaration of acceleration of such Obligations as provided in Article 6 hereofFive of the Original Indenture, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of its Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantees.
Appears in 1 contract
Samples: First Supplemental Indenture (Whiting Petroleum Corp)
Subsidiary Guarantees. Subject to this Article 10, each of the Guarantors hereby, jointly and severally, hereby unconditionally guarantees, on a senior secured basis, guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes held thereby and the Obligations of the Issuers hereunder and thereunder, that: (a) the due and punctual payment of the principal of and of, premium, if any, and interest on the Notes will be promptly paid in full when dueNotes, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise, the due and punctual payment of interest on the overdue principal of and premium and (premium, if any, and, to the extent permitted by law) interest on the Notes, interest, and the due and punctual performance of all other payment Obligations obligations of the Issuers Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full under this Indenture and performedthe Notes, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligationsobligations, the that same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by accelerationacceleration pursuant to Section 6.02, upon repurchase or redemption or otherwise. Failing payment when so due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will shall be jointly and severally obligated to pay the same immediately. An Event Each Guarantor agrees that this is a guarantee of Default under this Indenture or the Notes shall constitute an event payment and not a guarantee of default under the collection. Each Guarantor hereby agrees that its obligations with regard to its Subsidiary Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Issuers. The Guarantors hereby agree that their obligations hereunder Guarantee shall be joint and several, unconditional, irrespective of the validity, regularity validity or enforceability of the Notes or the obligations of the Company under this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against an Issuerthe Company or any other obligor with respect to this Indenture, the Notes or the Obligations of the Company under this Indenture or the Notes, any action to enforce the same or any other circumstance circumstances (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor further, to the extent permitted by law, hereby waives diligenceand relinquishes all claims, presentmentrights and remedies accorded by applicable law to guarantors and
(1) any principles or provisions of law, demand statutory or otherwise, which are or might be in conflict with the terms of paymentthe Subsidiary Guarantees and any legal or equitable discharge of such Guarantor’s obligations hereunder, filing (2) the benefit of claims with a court in any statute of limitations affecting such Guarantor’s liability hereunder or the event enforcement hereof, (3) any rights to set-offs, recoupments and counterclaims and (4) promptness, diligence and any requirement that any Benefited Party protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentations, protests, notices of insolvency protest, notices of dishonor and notices of any action or bankruptcy inaction, including acceptance of an Issuerthe Subsidiary Guarantees, notices of Default under the Notes or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Obligations under the Subsidiary Guarantees or any agreement related thereto, and notices of any extension of credit to the Company and any right to require a proceeding first against an Issuerconsent to any thereof; (g) to the extent permitted under applicable law, protestthe benefits of any “One Action” rule and (h) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, notice or which may conflict with the terms of the Subsidiary Guarantees. Except to the extent expressly provided herein, including Sections 8.02, 8.03 and all demands whatsoever and 10.05, each Guarantor hereby covenants that its Subsidiary Guarantee will shall not be discharged except by complete performance of the Obligations obligations contained in the Notes its Subsidiary Guarantee and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to an Issuerthe Company, the Guarantors, Guarantors or any Custodiancustodian, Trustee trustee, liquidator or other similar official acting in relation to any of either the Issuers Company or the Guarantors, any amount paid by an Issuer or any Guarantor either to the Trustee or such Holder, the this Subsidiary GuaranteesGuarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to, and hereby waives, to any right of subrogation in relation to the Holders in respect of any Obligations obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (ax) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 Section 6.02 hereof for the purposes of its this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed thereby, hereby and (by) in the event of any declaration of acceleration of such Obligations obligations as provided in Article 6 Section 6.02 hereof, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor Guarantors for the purpose of its this Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary GuaranteesGuarantee.
Appears in 1 contract
Samples: Indenture (Molina Healthcare Inc)
Subsidiary Guarantees. (a) Subject to this Article 109, each of the Guarantors hereby, jointly and severally, unconditionally guarantees, on a senior secured basis, guarantees to the holder of each Holder of a Note authenticated and delivered issued by the Trustee and Company hereunder (particularly to the Trustee Issuer and its successors and assignsthe Trustee), irrespective of the validity and enforceability of this Indenture, Loan Agreement or the Notes held thereby and the Obligations of the Issuers hereunder and thereunderCompany under the Notes or this Loan Agreement, that: (a) the principal and purchase price of and interest and premium, if any, and interest on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise, and interest on the overdue principal of and premium and (to the extent permitted by law) interest on the Notes, and all other payment Obligations of the Issuers Company to the Holders Issuer or the Trustee hereunder under the Notes or thereunder this Loan Agreement will be promptly paid in full and performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise. Failing payment when so due of any amount so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Issuers. .
(b) The Guarantors hereby agree that that, except as expressly provided in this Article 9, their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this IndentureLoan Agreement, the absence of any action to enforce the same, any waiver or consent by any Holder the Issuer or the Trustee with respect to any provisions hereof or thereof, the recovery of any judgment against an Issuerthe Company, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of an Issuerthe Company, any right to require a proceeding first against an Issuerthe Company, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee will not be discharged except by complete performance of the Obligations contained in the Notes and this Indenture. Loan Agreement.
(c) If any Holder the Issuer or the Trustee is required by any court or otherwise to return to an Issuer, the Company or the Guarantors, the Issuer or any Custodian, the Trustee or other similar official acting in relation to any of the Issuers Company or the Guarantors, any amount paid by an Issuer the Company or any Guarantor to the Trustee Issuer or such Holderthe Trustee, the Subsidiary Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to, and hereby waives, any right of subrogation in relation to the Holders Issuer or the Trustee in respect of any Obligations guaranteed hereby. .
(d) Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders Issuer and the Trustee, on the other hand, (ai) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of its Subsidiary Guaranteethis Loan Agreement, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed thereby, and (bii) in the event of any declaration of acceleration of such Obligations as provided in Article 6 hereofthis Loan Agreement, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of its Subsidiary GuaranteeGuarantor. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantees.
Appears in 1 contract
Subsidiary Guarantees. Subject to this Article 10Sections 10.04 and 10.05 hereof, each of the Guarantors herebyany Restricted Subsidiary that becomes a Guarantor shall, jointly and severally, unconditionally guarantees, on a senior secured basis, guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes held thereby and the Obligations of the Issuers Company hereunder and thereunder, that: :
(a) the principal of and of, premium, if any, and interest on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturitymaturity, by acceleration, upon repurchase or redemption or otherwise, and interest on the overdue principal of and premium and principal, premium, if any (to the extent permitted by law) ), interest on any interest, if any, on the Notes, and all other payment Obligations of the Issuers Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full and performed, all in accordance with the terms hereof and thereof; and and
(b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise. Failing payment when so due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders to accelerate the obligations Obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the IssuersCompany. The Guarantors hereby shall agree that their obligations Obligations hereunder shall be unconditional, irrespective of the validity, regularity validity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against an Issuerthe Company, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor further, to the extent permitted by law, hereby waives shall waive diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of an Issuerthe Company, any right to require a proceeding first against an Issuerthe Company, protest, notice and all demands whatsoever and covenants shall covenant that its Subsidiary Guarantee will not be discharged except by complete performance of the Obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to an Issuerthe Company, the Guarantors, or any Note Custodian, Trustee Trustee, liquidator or other similar official acting in relation to any of either the Issuers Company or the Guarantors, any amount paid by an Issuer the Company or any Guarantor to the Trustee or such Holder, the Subsidiary GuaranteesGuarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees shall agree that it shall not be entitled to, and hereby waivesshall waive, any right to exercise any right of subrogation in relation to the Holders in respect of any Obligations guaranteed herebyby the Subsidiary Guarantee, except as provided under Section 10.05 hereof. Each Guarantor shall further agrees agree that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (ax) the maturity of the Obligations guaranteed hereby by the Subsidiary Guarantee may be accelerated as provided in Article 6 hereof for the purposes of its Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed thereby, and (by) in the event of any declaration of acceleration of such Obligations as provided in Article 6 hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by the each Guarantor for the purpose of its Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as pursuant to Section 10.05 after the exercise of such right does not impair Notes and the rights of Obligations hereunder shall have been paid in full to the Holders under the Subsidiary Guarantees.
Appears in 1 contract
Samples: Indenture (Gulfmark Offshore Inc)
Subsidiary Guarantees. Subject to the provisions of this Article 1011, each of the Guarantors herebyGuarantor, jointly and severally, hereby unconditionally guarantees, guarantees on a senior secured basis, subordinated basis to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes held thereby and the Obligations of the Issuers hereunder and thereunder, that: (a) the principal of of, and premium, if any, Additional Interest, if any, and interest on the Notes will be promptly duly and punctually paid in full when due, subject to any applicable grace period, whether at Stated Maturitymaturity, by acceleration, upon repurchase or redemption acceleration or otherwise, and interest on the overdue principal of of, and premium premium, if any, Additional Interest, if any and (to the extent permitted by law) interest on any interest, if any, on the Notes, Notes and all other payment Obligations obligations of the Issuers Company to the Holders or the Trustee hereunder or thereunder under the Notes (including fees, expenses or other) will be promptly paid in full and or performed, all in accordance with the terms hereof and thereofhereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligationsobligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitystated maturity, by acceleration, upon repurchase or redemption acceleration or otherwise; and (c) the other obligations of the Company under this Indenture. Failing payment when so due of any amount so guaranteed or failing performance of any other obligation of the Company to the Holders, for whatever reason, the Guarantors each Guarantor will be jointly and severally obligated to pay pay, or to perform or to cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the this Subsidiary GuaranteesGuarantee, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantors each Guarantor hereunder in the same manner and to the same extent as the Obligations obligations of the IssuersCompany. The Guarantors Each Guarantor hereby agree agrees that their its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery entry of any judgment against an Issuerthe Company, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of an Issuer, and relinquishes: (a) any right to require the Trustee, the Holders or the Company (each, a "Benefitted Party") to proceed against the Company, the Subsidiaries or any other Person or to proceed against or exhaust any security held by a Benefitted Party at any time or to pursue any other remedy in any secured party's power before proceeding first against the Guarantors; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefitted Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional Indebtedness or obligation or of any action or non-action on the part of the Guarantors, the Company, the Subsidiaries, any Benefitted Party, any creditor of the Guarantors, the Company or the Subsidiaries or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an Issuerelection of remedies by a Benefitted Party, protestincluding but not limited to an election to proceed against the Guarantors for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefitted Party's election, notice in any proceeding instituted under Bankruptcy Law, of the application of Section 1111(b)(2) of the United States Federal Bankruptcy Code; and all demands whatsoever and covenants (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. The Guarantors hereby covenant that its the Subsidiary Guarantee will not be discharged except by complete performance payment in full of the Obligations contained in all principal, premium, if any, Additional Interest, if any, and interest on the Notes and all other costs provided for under this Indenture, or as provided in Section 8.01. If any Holder or the Trustee is required by any court or otherwise to return to an Issuer, either the Company or the Guarantors, or any Custodian, Trustee trustee or other similar official acting in relation to any of either the Issuers Company or the Guarantors, any amount paid by an Issuer the Company or any Guarantor the Guarantors to the Trustee or such Holder, the Subsidiary Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor of the Guarantors agrees that it shall will not be entitled to, and hereby waives, to any right of subrogation in relation to the Holders in respect of any Obligations obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantorsit, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (ax) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of its Subsidiary Guaranteehereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed therebyhereby, and (by) in the event of any declaration of acceleration of such Obligations obligations as provided in Article 6 hereof, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by the such Guarantor for the purpose of its the Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantees.
Appears in 1 contract
Samples: Indenture (Air Rental Supply Inc)
Subsidiary Guarantees. Subject The Borrower may (but is not required to), at any time upon three Business Days’ notice to this Article 10the Administrative Agent, each cause any of its Subsidiaries organized under the laws of the Guarantors herebyUnited States of America, jointly any State thereof or the District of Columbia and severallynot owned, unconditionally guaranteesdirectly or indirectly, on a senior secured basis, to each Holder by any “controlled foreign corporation” (within the meaning of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective Section 957(a) of the validity and enforceability of this Indenture, the Notes held thereby and the Obligations of the Issuers hereunder and thereunder, that: (a) the principal of and premium, if any, and interest on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise, and interest on the overdue principal of and premium and (to the extent permitted by law) interest on the Notes, and all other payment Obligations of the Issuers to the Holders or the Trustee hereunder or thereunder will be promptly paid in full and performed, all in accordance with the terms hereof and thereof; and (bCode) in case its chain of any extension of time of payment or renewal of any Notes or any of such other Obligationsownership to become a Guarantor (and, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise. Failing payment when so due of any amount so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Issuers. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against an Issuer, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency any Subsidiary shall become an obligor or bankruptcy of an Issuer, any right to require provide a proceeding first against an Issuer, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee will not be discharged except by complete performance of under the Obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to an Issuer364-Day Facility, the GuarantorsBorrower shall, or any Custodiansubstantially concurrently therewith, Trustee or other similar official acting cause such Subsidiary to become a Guarantor), in relation to any of the Issuers or the Guarantorseach case, any amount paid by an Issuer or any Guarantor such Subsidiary executing and delivering to the Trustee Administrative Agent a Subsidiary Guarantee, together with such evidence of authority, secretary’s certificates and opinions (which may be opinions of in-house counsel) as the Administrative Agent may reasonably request. So long as no Default has occurred and is continuing (or would result from such Holder, the Subsidiary Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to, and hereby waives, any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other handrelease), (a) the maturity if all of the Obligations guaranteed hereby may be accelerated as provided Equity Interests in Article 6 hereof for a Guarantor that are owned by the purposes Borrower or any Subsidiary are sold or otherwise disposed of in a transaction or transactions permitted by this Agreement or (b) if, immediately after giving effect to the release of any Guarantor’s Subsidiary Guarantee, all of the Indebtedness of the Non-Guarantor Subsidiaries is permitted under Section 6.01, then, in each case, promptly following the Borrower’s request, the Administrative Agent shall execute a release of such Guarantor from its Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed thereby, and (b) ; provided that in the event such Guarantor shall have been an obligor or shall have provided a Guarantee under the 364-Day Facility, substantially concurrently therewith such Guarantor shall cease to be an obligor under the 364-Day Facility or the Guarantee thereof under the 364-Day Facility shall be released, as the case may be. In connection with an execution by the Administrative Agent of any declaration such release, upon request of acceleration the Administrative Agent the Borrower shall deliver a certificate of a Financial Officer of the Borrower as to the satisfaction of the requirements to such Obligations as provided release set forth in Article 6 hereof, such Obligations (whether or not due the immediately preceding sentence. Any execution and payable) shall forthwith become due and payable delivery of any release documents by the Guarantor for Administrative Agent pursuant to this Section shall be without recourse or warranty by the purpose of its Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary GuaranteesAdministrative Agent.
Appears in 1 contract
Samples: Revolving Credit Agreement (Marathon Petroleum Corp)
Subsidiary Guarantees. Subject to this Article 10, each Each of the Guarantors hereby, jointly and severally, unconditionally guarantees, on a senior secured basis, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assignsSeries A Noteholder, irrespective of the validity and enforceability of this IndentureAgreement, the Series A Notes held thereby and or the Obligations obligations of the Issuers Company hereunder and or thereunder, that: (a) the principal of and premium, if any, premium and interest on the Series A Notes will shall be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise, and interest on the overdue principal of (and premium any premium) and (to the extent permitted by law) interest on the Series A Notes, if any, if lawful, and all other payment Obligations obligations of the Issuers Company to the Holders or the Trustee Series A Noteholders hereunder or thereunder will shall be promptly paid in full and or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Series A Notes or any of such other Obligationsobligations, that the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption acceleration or otherwise. Failing payment when so due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will shall be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Issuers. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Series A Notes or this IndentureAgreement, the absence of any action to enforce the same, any waiver or consent by any Holder Series A Noteholder with respect to any provisions hereof or thereof, the recovery of any judgment against an Issuerthe Company, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of an Issuerthe Company, any right to require a proceeding first against an Issuerthe Company, protest, notice and all demands whatsoever and covenants that its this Subsidiary Guarantee will shall not be discharged except by complete performance of the Obligations obligations contained in the Series A Notes and this IndentureAgreement. If any Holder or the Trustee Series A Noteholder is required by any court or otherwise to return to an Issuer, the Company or Guarantors, or any Custodian, Trustee trustee, liquidator or other similar official acting in relation to any of either the Issuers Company or the Guarantors, any amount paid by an Issuer or any Guarantor to the Trustee or such HolderSeries A Noteholder, the this Subsidiary GuaranteesGuarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to, and hereby waives, to any right of subrogation in relation to the Holders Series A Noteholders in respect of any Obligations obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the TrusteeSeries A Noteholders, on the other hand, (a) the maturity Maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 hereof Section 10 for the purposes of its this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed thereby, hereby and (b) in the event of any declaration of acceleration of such Obligations obligations as provided in Article 6 hereofSection 10, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor Guarantors for the purpose of its this Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying nonpaying Guarantor so long as the exercise of such right does not impair the rights of the Holders Series A Noteholders under the Subsidiary Guarantees.
Appears in 1 contract
Subsidiary Guarantees. Subject to this Article 10, each of the Guarantors hereby, jointly and severally, unconditionally guarantees, on a senior secured unsecured basis, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assignsHolder, irrespective of the validity and enforceability of this Indenture, the Notes held thereby thereby, the Note Purchase Agreement, and the Obligations of the Issuers hereunder and thereunder, that: (a) the principal of of, and premium, if any, and interest on on, the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise, and interest on the overdue principal of and premium and (to the extent permitted by law) on the overdue principal of, and premium, if any, and interest on on, the Notes, and all other payment Obligations of the Issuers to the Holders or the Trustee hereunder or thereunder will be promptly paid in full and performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise. Failing payment when so due of any amount so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Issuers. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Notes, the Note Puchase Agreement or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against an Issuer, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of an Issuer, any right to require a proceeding first against an Issuer, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee will not be discharged except by complete performance of the Obligations contained in the Notes Notes, the Note Purchase Agreement and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to an Issuer, the Guarantors, or any Custodian, Trustee Custodian or other similar official acting in relation to any of the Issuers or the Guarantors, any amount paid by an Issuer or any Guarantor to the Trustee or such Holder, the Subsidiary Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to, and hereby waives, any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the TrusteeHolders, on the other hand, (a) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of its Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed thereby, and (b) in the event of any declaration of acceleration of such Obligations as provided in Article 6 hereof6, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of its Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantees.
Appears in 1 contract
Samples: Indenture (Global Partners Lp)
Subsidiary Guarantees. Subject to the provisions of this Article 1011, each of the Guarantors herebyGuarantor, jointly and severally, hereby unconditionally guarantees, on a senior secured basis, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes held thereby and the Obligations of the Issuers hereunder and thereunder, that: (a) the principal of of, and premium, if any, Liquidated Damages, if any, and interest on the Notes will be promptly duly and punctually paid in full when due, subject to any applicable grace period, whether at Stated Maturitymaturity, by acceleration, upon repurchase or redemption acceleration or otherwise, and interest on the overdue principal of of, and premium premium, if any, Liquidated Damages, if any and (to the extent permitted by law) interest on any interest, if any, on the Notes, Notes and all other payment Obligations obligations of the Issuers Company to the Holders or the Trustee hereunder or thereunder under the Notes (including fees, expenses or other) will be promptly paid in full and or performed, all in accordance with the terms hereof and thereofhereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligationsobligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitystated maturity, by acceleration, upon repurchase or redemption acceleration or otherwise. Failing payment when so due of any amount so guaranteed or failing performance of any other obligation of the Company to the Holders, for whatever reason, the Guarantors each Guarantor will be jointly and severally obligated to pay pay, or to perform or to cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the this Subsidiary GuaranteesGuarantee, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantors each Guarantor hereunder in the same manner and to the same extent as the Obligations obligations of the IssuersCompany. The Guarantors Each Guarantor hereby agree agrees that their its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against an Issuer, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of an Issuer, any right to require a proceeding first against an Issuer, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee will not be discharged except by complete performance of the Obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to an Issuer, the Guarantors, or any Custodian, Trustee or other similar official acting in relation to any of the Issuers or the Guarantors, any amount paid by an Issuer or any Guarantor to the Trustee or such Holder, the Subsidiary Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to, and hereby waives, any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (a) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of its Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed thereby, and (b) in the event of any declaration of acceleration of such Obligations as provided in Article 6 hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of its Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantees.with
Appears in 1 contract
Subsidiary Guarantees. Subject to this Article 10, each of the Guarantors hereby, jointly and severally, unconditionally guarantees, on a senior secured unsecured basis, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assignsHolder, irrespective of the validity and enforceability of this Indenture, the Notes held thereby thereby, the Note Purchase Agreement, and the Obligations of the Issuers hereunder and thereunder, that: (a) the principal of of, and premium, if any, and interest on on, the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise, and interest on the overdue principal of and premium and (to the extent permitted by law) on the overdue principal of, and premium, if any, and interest on on, the Notes, and all other payment Obligations of the Issuers to the Holders or the Trustee hereunder or thereunder will be promptly paid in full and performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise. Failing payment when so due of any amount so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Issuers. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Notes, the Note Purchase Agreement or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against an Issuer, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of an Issuer, any right to require a proceeding first against an Issuer, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee will not be discharged except by complete performance of the Obligations contained in the Notes Notes, the Note Purchase Agreement and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to an Issuer, the Guarantors, or any Custodian, Trustee Custodian or other similar official acting in relation to any of the Issuers or the Guarantors, any amount paid by an Issuer or any Guarantor to the Trustee or such Holder, the Subsidiary Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to, and hereby waives, any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the TrusteeHolders, on the other hand, (a) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of its Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed thereby, and (b) in the event of any declaration of acceleration of such Obligations as provided in Article 6 hereof6, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of its Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantees.
Appears in 1 contract
Samples: Indenture (Global Partners Lp)
Subsidiary Guarantees. Subject to this Article 10, each of the Subsidiary Guarantors hereby, jointly hereby unconditionally and severally, unconditionally guarantees, on a senior secured basis, irrevocably guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes held thereby and the Obligations of the Issuers hereunder and thereunder, assigns that: (a) the principal of and of, premium, if any, and interest on the Notes will shall be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturitymaturity, by acceleration, upon repurchase or redemption or otherwise, and interest on the overdue principal of of, and premium and (to the extent permitted by law) interest on on, the Notes, if lawful, and all other payment Obligations obligations of the Issuers Company to the Holders or the Trustee hereunder or thereunder will shall be promptly paid in full and or performed, all in accordance with the terms hereof and thereofthereof whether or not such guaranteed obligations arise after the commencement of a proceeding under the Bankruptcy Code (including post-petition interest) and whether or not allowed or allowable as a claim in any such proceeding (in each case to the extent permitted by law); and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligationsobligations, the that same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitystated maturity, by accelerationacceleration pursuant to Section 6.02 hereof, upon repurchase or redemption or otherwise. Failing payment when so due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors will shall be jointly and severally obligated to pay the same immediately. An Event Each Subsidiary Guarantor agrees that this is a guarantee of Default under payment and not a guarantee of collection. Each Subsidiary Guarantor hereby agrees that its obligations with regard to this Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Issuers. The Guarantors hereby agree that their obligations hereunder Guarantee shall be joint and several and unconditional, irrespective of the validity, regularity validity or enforceability of the Notes or the obligations of the Company under this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against an Issuerthe Company or any other obligor with respect to this Indenture, the Notes or the Obligations of the Company under this Indenture or the Notes, any action to enforce the same or any other circumstance circumstances (other than complete performance) which that might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantor. Each Subsidiary Guarantor further, to the extent permitted by law, hereby waives diligenceand relinquishes all claims, presentmentrights and remedies accorded by applicable law to guarantors and agrees not to assert or take advantage of any such claims, demand of paymentrights or remedies, filing of claims with a court in the event of insolvency or bankruptcy of an Issuer, including but not limited to: (a) any right to require any of the Trustee, the Holders or the Company (each a proceeding first against an Issuer“Benefited Party”), as a condition of payment or performance
(1) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of the Subsidiary Guarantees and any legal or equitable discharge of such Subsidiary Guarantor’s obligations hereunder, (2) the benefit of any statute of limitations affecting such Subsidiary Guarantor’s liability hereunder or the enforcement hereof, (3) any rights to set-offs, recoupments and counterclaims and (4) promptness, diligence and any requirement that any Benefited Party protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentations, protests, notices of protest, notice notices of dishonor and all demands whatsoever notices of any action or inaction, including acceptance of the Subsidiary Guarantees, notices of default under the Notes or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Obligations under the Subsidiary Guarantees or any agreement related thereto, and notices of any extension of credit to the Company and any right to consent to any thereof; (g) to the extent permitted under applicable law, the benefits of any “One Action” rule and (h) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of the Subsidiary Guarantees. Except to the extent expressly provided herein, including Sections 8.02, 8.03 and 10.05, each Subsidiary Guarantor hereby covenants that its Subsidiary Guarantee will shall not be discharged except by complete performance of the Obligations obligations contained in the Notes its Subsidiary Guarantee and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to an Issuerthe Company, the Guarantors, Subsidiary Guarantors or any Custodiancustodian, Trustee trustee, liquidator or other similar official acting in relation to any of either the Issuers Company or the Guarantors, Subsidiary Guarantors any amount paid by an Issuer or any Guarantor either to the Trustee or such Holder, the this Subsidiary GuaranteesGuarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that it shall not be entitled to, and hereby waives, to any right of subrogation in relation to the Holders in respect of any Obligations obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the Subsidiary Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (ax) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 Section 6.02 hereof for the purposes of its this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed thereby, hereby and (by) in the event of any declaration of acceleration of such Obligations obligations as provided in Article 6 Section 6.02 hereof, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor Subsidiary Guarantors for the purpose of its this Subsidiary Guarantee. The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary GuaranteesGuarantee.
Appears in 1 contract
Samples: Indenture (Mci Inc)
Subsidiary Guarantees. Subject to this Article 10, each of the Guarantors (a) Each Subsidiary Guarantor hereby, jointly and severally, unconditionally guarantees, on a senior secured basis, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes held thereby and the Obligations of the Issuers hereunder and thereunder, that: (ai) the principal of and of, premium, if any, and interest on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturitymaturity, by acceleration, upon repurchase or redemption or otherwise, and interest on the overdue principal of and premium and (to the extent permitted by law) interest on the Notes, if any, to the extent lawful, and all other payment Obligations of the Issuers Company to the Holders or the Trustee hereunder or thereunder under this Indenture and the Notes will be promptly paid in full and performedfull, all in accordance with the terms hereof of this Indenture and thereofthe Notes; and (bii) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, that the same Notes will be promptly paid in full when due or performed in accordance with the terms of the such extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption acceleration or otherwise. Failing payment when so due of In the event that the Company fails to pay any amount so guaranteed by the Subsidiary Guarantors for whatever reasonany reason whatsoever, the Subsidiary Guarantors will be jointly and severally obligated to pay the same such amount immediately. An Event of Default The Subsidiary Guarantors hereby further agree that their Obligations under this Indenture or and the Notes shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Issuers. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective regardless of the validity, regularity or enforceability of this Indenture or the Notes or this IndentureNotes, the absence of any action to enforce this Indenture or the sameNotes, any waiver or consent by any Holder with respect to any provisions hereof of this Indenture or thereofthe Notes, any modification or amendment of, or supplement to, this Indenture or the Notes, the recovery of any judgment against an Issuer, the Company or any action to enforce the same any such judgment, or any other circumstance (other than complete performance) which that might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantor. Each Subsidiary Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of an Issuerthe Company, any right to require a proceeding first against an Issuerthe Company, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee of the Company’s Obligations under this Indenture and the Notes will not be discharged except by complete performance by the Company or another Guarantor of the Obligations contained in the Notes and this Indenturesuch Obligations. If any Holder or the Trustee is required by any court or otherwise to return to an Issuerthe Company, the Guarantors, any Subsidiary Guarantor or any Custodian, Trustee or other similar official acting in relation to any a Custodian of the Issuers Company or the Guarantors, a Subsidiary Guarantor any amount paid by an Issuer the Company or any Subsidiary Guarantor to the Trustee or such Holder, the Subsidiary GuaranteesGuarantee of the Company’s Obligations under this Indenture and the Notes by each Subsidiary Guarantor shall, to the extent theretofore dischargedpreviously discharged as a result of any such payment, shall be immediately reinstated and be in full force and effect. Each Subsidiary Guarantor agrees that it shall not be entitled to, hereby acknowledges and hereby waives, any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Subsidiary Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (ax) the maturity of the Company’s Obligations guaranteed hereby under this Indenture and the Notes may be accelerated as provided in Article 6 hereof VI for the purposes of its the Subsidiary Guarantee, Guarantees notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed therebyacceleration, and (by) in the event of any declaration of acceleration of such the Company’s Obligations under this Indenture and the Notes as provided in Article 6 hereofVI, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor Subsidiary Guarantors for the purpose of the Subsidiary Guarantees.
(b) Each Subsidiary Guarantor hereby waives all rights of subrogation, contribution, reimbursement and indemnity, and all other rights, that such Subsidiary Guarantor would have against the Company at any time as a result of any payment in respect of its Subsidiary Guarantee. The Guarantors Guarantee (whether contractual, under Section 509 of the Bankruptcy Code, or otherwise).
(c) Each Subsidiary Guarantor that makes or is required to make any payment in respect of its Subsidiary Guarantee shall have the right be entitled to seek contribution from the other Subsidiary Guarantors to the extent permitted by applicable law; provided that each Subsidiary Guarantor agrees that any non-paying such claim for contribution that such Subsidiary Guarantor so long as may have against any other Subsidiary Guarantor shall be subrogated to the exercise prior payment in full in cash of all Obligations owed to Holders under or in respect of the Notes.
(d) Upon the sale or disposition (whether by merger, stock purchase, asset sale or otherwise) of a Subsidiary Guarantor (or substantially all of its assets) to a Person which is not the Company or a Subsidiary of the Company, or upon the liquidation, dissolution or winding up of such right Subsidiary Guarantor, which is otherwise in compliance with this Indenture, such Subsidiary Guarantor shall be deemed released from all its obligations under its Subsidiary Guarantee; provided that any such termination shall occur only to the extent that all obligations of such Subsidiary Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, other Indebtedness of the Company shall also terminate upon such release, sale or transfer.
(e) Each Subsidiary Guarantor may consolidate with or merge into or sell its assets to the Company or another Subsidiary Guarantor without limitation. A Subsidiary Guarantor may consolidate with or merge into or sell its assets to a corporation other than the Company or another Subsidiary Guarantor (whether or not affiliated with such Subsidiary Guarantor, but subject to the provisions described in Section 11.01(d)), provided that (a) if the Surviving Person is not the Subsidiary Guarantor, the Surviving Person agrees to assume such Subsidiary Guarantor’s obligations under its Subsidiary Guarantee and all its obligations under this Indenture and (b) such transaction does not impair the rights (i) violate any covenants set forth in this Indenture or (ii) result in a Default or Event of the Holders Default under the this Indenture immediately thereafter that is continuing.
(f) The Subsidiary GuaranteesGuarantee of each Subsidiary Guarantor will be automatically and unconditionally released in connection with a Legal Defeasance or Covenant Defeasance of this Indenture or upon satisfaction and discharge of this Indenture.
Appears in 1 contract
Samples: Indenture (Gray Television Inc)
Subsidiary Guarantees. Subject to the provisions of this Article 1012, each of the Guarantors herebySubsidiary Guarantor, jointly and severally, hereby unconditionally guarantees, on a senior secured basis, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes held thereby and the Obligations of the Issuers hereunder and thereunder, that: (a) the principal of of, and premium and interest and Liquidated Damages, if any, on the Notes shall be duly and punctually paid in full when due, whether at maturity, by acceleration or otherwise, and interest on overdue principal, and premium, if any, and interest on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise, and interest on the overdue principal of and premium and (to the extent permitted by law) interest on any interest, if any, on the Notes, Notes and all other payment Obligations obligations of the Issuers Company to the Holders or the Trustee hereunder or thereunder will under the Notes (including fees, expenses or other) shall be promptly paid in full and or performed, all in accordance with the terms hereof and thereofhereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligationsobligations, the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitystated maturity, by accelerationacceleration or otherwise (collectively, upon repurchase or redemption or otherwisethe "Guarantee Obligations"). Failing payment when so due of any amount so guaranteed Guarantee Obligation or failing performance of any other obligation of the Company to the Holders, for whatever reason, the Guarantors will each Subsidiary Guarantor shall be jointly and severally obligated to pay pay, or to perform or to cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the this Subsidiary GuaranteesGuarantee, and shall entitle the Trustee or the Holders of Notes to accelerate the obligations Guarantee Obligations of the Guarantors each Subsidiary Guarantor hereunder in the same manner and to the same extent as the Obligations of the IssuersCompany. The Guarantors Each Subsidiary Guarantor hereby agree agrees that their obligations its Guarantee Obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery entry of any judgment against an Issuerthe Company, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantor. Each Subsidiary Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of an Issuer, and relinquishes: (a) any right to require the Trustee, the Holders or the Company (each, a "Benefitted Party") to proceed against the Company, the Subsidiaries or any other Person or to proceed against or exhaust any security held by a Benefitted Party at any time or to pursue any other remedy in any secured party's power before proceeding first against the Subsidiary Guarantors; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefitted Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional Indebtedness or obligation or of any action or non-action on the part of the Subsidiary Guarantors, the Company, the Subsidiaries, any Benefitted Party, any creditor of the Subsidiary Guarantors, the Company or the Subsidiaries or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an Issuerelection of remedies by a Benefitted Party, protestincluding but not limited to an election to proceed against the Subsidiary Guarantors for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefitted Party's election, notice in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and all demands whatsoever and covenants (g) any defense based on any 104 borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. The Subsidiary Guarantors hereby covenant that its the Subsidiary Guarantee will Guarantees shall not be discharged except by complete performance payment in full of all Guarantee Obligations, including the Obligations contained in principal, premium, if any, and interest on the Notes and all other costs provided for under this Indenture, the Collateral Documents or as provided in Section 8.01. If any Holder or the Trustee is required by any court or otherwise to return to an Issuer, either the Company or the Subsidiary Guarantors, or any Custodian, Trustee trustee or other similar official acting in relation to any of either the Issuers Company or the Subsidiary Guarantors, any amount paid by an Issuer the Company or any Guarantor the Subsidiary Guarantors to the Trustee or such Holder, the Subsidiary Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor of the Subsidiary Guarantors agrees that it shall not be entitled to, and hereby waives, to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations guaranteed herebyhereby until payment in full of all such obligations. Each Subsidiary Guarantor further agrees that, as between the Guarantorsit, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (ax) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of its Subsidiary Guaranteehereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed therebyGuarantee Obligations, and (by) in the event of any declaration of acceleration of such Obligations obligations as provided in Article 6 hereof, such Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by the such Subsidiary Guarantor for the purpose of its the Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantees.
Appears in 1 contract
Samples: Indenture (RBX Corp)
Subsidiary Guarantees. Subject to this Article 10, each of the Guarantors hereby, jointly and severally, unconditionally guarantees, on a senior secured basis, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Fifth Supplemental Indenture or this Indenture, the Notes held thereby and the Obligations of the Issuers Company hereunder and thereunder, that: (a) the principal of and premium, if any, and interest on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise, and interest on the overdue principal of and premium premium, if any, and (to the extent permitted by law) interest on the Notes, and all other payment Obligations of the Issuers Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full and performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise. Failing payment when so due of any amount so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default with respect to the Notes under this Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the IssuersCompany. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Fifth Supplemental Indenture or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against an Issuerthe Company, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of an Issuerthe Company, any right to require a proceeding first against an Issuerthe Company, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee will not be discharged except by complete performance of the Obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to an Issuerthe Company, the Guarantors, or any Custodian, Trustee or other similar official acting in relation to any of either the Issuers Company or the Guarantors, any amount paid by an Issuer the Company or any Guarantor to the Trustee or such Holder, the Subsidiary Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to, and hereby waives, any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (a) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof Five of the Original Indenture for the purposes of its Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed thereby, and (b) in the event of any declaration of acceleration of such Obligations as provided in Article 6 hereofFive of the Original Indenture, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of its Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantees.
Appears in 1 contract
Samples: Fifth Supplemental Indenture (Whiting Petroleum Corp)
Subsidiary Guarantees. Subject to this Article 10, each of the Guarantors hereby, Each Subsidiary Guarantor hereby jointly and severally, fully, unconditionally guaranteesand irrevocably guarantees the Notes and obligations of the Company hereunder and thereunder, on a senior secured basis, and guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective on behalf of the validity and enforceability of this Indenture, the Notes held thereby and the Obligations of the Issuers hereunder and thereundersuch Holder, that: (a) the principal of (and premium, if any, ) and interest on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or call for redemption or otherwiseotherwise (including, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code), together with interest on the overdue principal, if any, and interest on the any overdue principal of and premium and (interest, to the extent permitted by law) interest on the Noteslawful, and all other payment Obligations obligations of the Issuers Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full and or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or of any of such other Obligationsobligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption acceleration or otherwise, subject, however, in the case of clauses (a) and (b) above, to the limitations set forth in Section 1306 hereof. Failing payment when so due Each of any amount so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantees, Guarantees shall be a guarantee of payment and shall entitle the Holders to accelerate the obligations not of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Issuerscollection. The Guarantors 105 Each Subsidiary Guarantor hereby agree agrees that their its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against an Issuerthe Company, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantor. Each Subsidiary Guarantor further, to the extent permitted by law, hereby waives the benefits of diligence, presentment, demand of for payment, filing of claims with a court in the event of insolvency or bankruptcy of an Issuerthe Company, any right to require a proceeding first against an Issuerthe Company or any other Person, protest, notice and all demands whatsoever and covenants that its the Subsidiary Guarantee of such Subsidiary Guarantor will not be discharged as to any Note except by complete performance of the Obligations obligations contained in the Notes such Note and such Subsidiary Guarantee or as provided for in this Indenture. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Subsidiary Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Subsidiary Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to an Issuer, the GuarantorsCompany or any Subsidiary Guarantor, or any Custodiancustodian, Trustee trustee, liquidator or other similar official acting in relation to either the Company or any of the Issuers or the GuarantorsSubsidiary Guarantor, any amount paid by an Issuer or any Guarantor of them to the Trustee or such Holder, the Subsidiary GuaranteesGuarantee of each of the Subsidiary Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to, and hereby waives, any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the Guarantorseach Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (ax) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 Five hereof for the purposes of its the Subsidiary GuaranteeGuarantee of such Subsidiary Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed therebyhereby, and (by) in the event of any declaration of acceleration of such Obligations obligations as provided in Article 6 Five hereof, such Obligations obligations (whether or not due and 106 payable) shall forthwith become due and payable by the each Subsidiary Guarantor for the purpose of its the Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise Guarantee of such right does not impair the rights of the Holders under the Subsidiary GuaranteesGuarantor.
Appears in 1 contract
Samples: Indenture (Afa Products Inc)
Subsidiary Guarantees. Subject to this Article 10, each of the Guarantors hereby, jointly and severally, unconditionally guarantees, on a senior secured basis, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Fourth Supplemental Indenture or the Indenture, the Notes held thereby and the Obligations of the Issuers Company hereunder and thereunder, that: (a) the principal Reduced Principal Amount of and premium, if any, and interest on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise, and interest on the overdue principal Reduced Principal Amount of and premium premium, if any, and (to the extent permitted by law) interest on the Notes, and all other payment Obligations of the Issuers Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full and performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise. Failing payment when so due of any amount so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or with respect to the Notes under the Indenture shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the IssuersCompany. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Fourth Supplemental Indenture or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against an Issuerthe Company, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of an Issuerthe Company, any right to require a proceeding first against an Issuerthe Company, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee will not be discharged except by complete performance of the Obligations contained in the Notes and this the Indenture. If any Holder or the Trustee is required by any court or otherwise to return to an Issuerthe Company, the Guarantors, or any Custodian, Trustee or other similar official acting in relation to any of either the Issuers Company or the Guarantors, any amount paid by an Issuer the Company or any Guarantor to the Trustee or such Holder, the Subsidiary Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to, and hereby waives, any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (a) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof Five of the Original Indenture for the purposes of its Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed thereby, and (b) in the event of any declaration of acceleration of such Obligations as provided in Article 6 hereofFive of the Original Indenture, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of its Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantees.
Appears in 1 contract
Samples: Fourth Supplemental Indenture (Whiting Petroleum Corp)
Subsidiary Guarantees. Subject to the provisions of this Article 10, each of the Guarantors herebySubsidiary Guarantor, jointly and severally, hereby unconditionally guarantees, on a senior secured basis, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes held thereby and the Obligations of the Issuers hereunder and thereunder, that: (a) the principal of of, and premium, if any, and interest on the Notes will shall be promptly duly and punctually paid in full when due, subject to any applicable grace period, whether at Stated Maturitymaturity, by acceleration, upon repurchase or redemption acceleration or otherwise, and interest on the overdue principal of principal, and premium premium, if any, and (to the extent permitted by law) interest on any interest, if any, on the Notes, Notes and all other payment Obligations obligations of the Issuers Company to the Holders or the Trustee hereunder or thereunder will under the Notes (including fees, expenses or other) shall be promptly paid in full and or performed, all in accordance with the terms hereof and thereofhereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligationsobligations, the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitystated maturity, by acceleration, upon repurchase or redemption acceleration or otherwise. Failing payment when so due of any amount so guaranteed or failing performance of any other obligation of the Company to the Holders, for whatever reason, the Guarantors will each Subsidiary Guarantor shall be jointly and severally obligated to pay pay, or to perform or to cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the this Subsidiary GuaranteesGuarantee, and shall entitle the Trustee or the Holders of Notes to accelerate the obligations of the Guarantors each Subsidiary Guarantor hereunder in the same manner and to the same extent as the Obligations obligations of the IssuersCompany. The Guarantors Each Subsidiary Guarantor hereby agree agrees that their its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery entry of any judgment against an Issuerthe Company, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Subsidiary Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of an Issuer, and relinquishes: (a) any right to require the Trustee, the Holders or the Company (each, a "Benefitted Party") to proceed against the Company, the Subsidiaries or any other Person or to proceed against or exhaust any security held by a Benefitted Party at any time or to pursue any other remedy in any secured party's power before proceeding first against the Subsidiary Guarantors; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefitted Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional Indebtedness or obligation or of any action or non-action on the part of the Subsidiary Guarantors, the Company, the Subsidiaries, any Benefitted Party, any creditor of the Subsidiary Guarantors, the Company or the Subsidiaries or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an Issuerelection of remedies by a Benefitted Party, protestincluding but not limited to an election to proceed against the Subsidiary Guarantors for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefitted Party's election, notice in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and all demands whatsoever and covenants (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. The Subsidiary Guarantors hereby covenant that its the Subsidiary Guarantee will Guarantees shall not be discharged except by complete performance payment in full of the Obligations contained in all principal, premium, if any, and interest on the Notes and all other costs provided for under this Indenture, or as provided in Section 8.02. If any Holder or the Trustee is required by any court or otherwise to return to an Issuer, either the Company or the Subsidiary Guarantors, or any Custodian, Trustee trustee or other similar official acting in relation to any of either the Issuers Company or the Subsidiary Guarantors, any amount paid by an Issuer the Company or any Guarantor the Subsidiary Guarantors to the Trustee or such Holder, the Subsidiary Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor of the Subsidiary Guarantors agrees that it shall not be entitled to, and hereby waives, to any right of subrogation in relation to the Holders in respect of any Obligations obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the Guarantorsit, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (ax) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of its Subsidiary Guaranteehereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed therebyhereby, and (by) in the event of any declaration of acceleration of such Obligations obligations as provided in Article 6 hereof, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by the such Subsidiary Guarantor for the purpose of its the Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantees.
Appears in 1 contract
Samples: Indenture (Wavetek U S Inc)
Subsidiary Guarantees. (a) Subject to the provisions of this Article 10, 7 each of the Guarantors herebySubsidiary Guarantor, jointly and severally, hereby irrevocably unconditionally guarantees, on a senior secured basis, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes held thereby and the Obligations of the Issuers hereunder and thereunder, that: (ai) the principal of and of, premium, if any, and interest on the Notes will shall be promptly duly and punctually paid in full when due, subject to any applicable grace period, whether at Stated Maturitystated maturity, by acceleration, call for redemption, upon repurchase or redemption a Change of Control, or otherwise, and interest on the overdue principal of and premium and principal, premium, if any, interest on any interest (to the extent permitted by law) interest ), if any, on the Notes, Notes and all other payment Obligations obligations of the Issuers Company to the Holders or the Trustee hereunder or thereunder of Notes will be promptly paid in full and or performed, all in accordance with the terms hereof and thereof; and , (bii) in case of any extension of time of payment or renewal of any Notes or any of such other Obligationsobligations, the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitystated maturity, by acceleration, call for redemption, upon repurchase or redemption a Change of Control, or otherwise, and (iii) the prompt payment of any and all costs and expenses (including reasonable attorneys' fees) incurred by the Holder of Notes in successfully enforcing any rights under the Notes. Failing payment when so due of any amount so guaranteed or failing performance of any other obligation of the Company to the Holders of Notes, for whatever reason, the Guarantors will each Subsidiary Guarantor shall be jointly and severally obligated to pay pay, or to perform or to cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantors each Subsidiary Guarantor hereunder in the same manner and to the same extent as the Obligations obligations of the IssuersCompany. The Guarantors Each Subsidiary Guarantor hereby agree agrees that their its obligations hereunder shall be unconditional, irrespective of the validity, regularity regularity, or enforceability of the Notes or this IndentureNotes, the absence of any action to enforce the same, any waiver or consent by any Holder of Notes with respect to any provisions hereof or thereof, the recovery entry of any judgment against an Issuerthe Company, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of an Issuer, any right to require a proceeding first against an Issuer, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee will not be discharged except by complete performance of the Obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to an Issuer, the Guarantors, or any Custodian, Trustee or other similar official acting in relation to any of the Issuers or the Guarantors, any amount paid by an Issuer or any Guarantor to the Trustee or such Holder, the Subsidiary Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to, and hereby waives, any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (a) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of its Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed thereby, and (b) in the event of any declaration of acceleration of such Obligations as provided in Article 6 hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of its Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantees.otherwise
Appears in 1 contract
Subsidiary Guarantees. Subject to this Article 10, each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally guarantees, on a senior secured unsecured basis, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes held thereby and the Obligations of the Issuers hereunder and thereunder, that: (a) the principal of and premium, if any, interest and interest Additional Interest, if any, on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise, and interest on the overdue principal of and premium and (to the extent permitted by law) ), if any, interest and Additional Interest, if any, on the Notes, and all other payment Obligations of the Issuers to the Holders or the Trustee hereunder or thereunder will be promptly paid in full and performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise. Failing payment when so due of any amount so guaranteed for whatever reason, the Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders to accelerate the obligations of the Subsidiary Guarantors hereunder in the same manner and to the same extent as the Obligations of the Issuers. The Subsidiary Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against an Issuer, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantor. Each Subsidiary Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of an Issuer, any right to require a proceeding first against an Issuer, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee will not be discharged except by complete performance of the Obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to an Issuer, the Subsidiary Guarantors, or any Custodian, Trustee or other similar official acting in relation to any of the Issuers or the Subsidiary Guarantors, any amount paid by an Issuer or any Subsidiary Guarantor to the Trustee or such Holder, the Subsidiary Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that it shall not be entitled to, and hereby waives, any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the Subsidiary Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (a) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of its Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed thereby, and (b) in the event of any declaration of acceleration of such Obligations as provided in Article 6 hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantor for the purpose of its Subsidiary Guarantee. The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantees.
Appears in 1 contract
Subsidiary Guarantees. Subject to this Article 10, (a) The Subsidiary Guarantors and each Subsidiary of the Guarantors hereby, Company that in accordance with Section 10.02 hereof is required to guarantee the obligations of the Company under the Notes and this Indenture hereby jointly and severally, severally and unconditionally guarantees, on a senior secured basisbasis (each such guarantee being a "Subsidiary Guarantee"), to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and or enforceability of this Indenture, the Notes held thereby and or the Obligations obligations of the Issuers hereunder and thereunderCompany under this Indenture or the Notes, that: (ai) the principal of and of, premium, if any, and interest on the Notes will shall be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturitythe maturity or interest payment or mandatory redemption date, by acceleration, upon repurchase or call for redemption or otherwise, and interest on the overdue principal and interest, if any, of and premium and (to the extent permitted by law) interest on the Notes, Notes and all other payment Obligations obligations of the Issuers Company to the Holders or the Trustee hereunder under this Indenture or thereunder will the Notes shall be promptly paid in full and or performed, all in accordance with the terms hereof of this Indenture and thereofthe Notes; and (bii) in case of any extension of time of payment or renewal of any Notes or any of such other Obligationsobligations, the same will they shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitymaturity, by acceleration, upon repurchase or redemption acceleration or otherwise. Failing payment when so due of any amount so guaranteed for whatever reason, the Guarantors will each Subsidiary Guarantor shall be jointly and severally obligated to pay the same immediately. An whether or not such failure to pay has become an Event of Default under that could cause acceleration pursuant to Section 6.02 hereof. Each Subsidiary Guarantor agrees that this Indenture or the Notes shall constitute an event is a guarantee of default under the payment not a guarantee of collection.
(b) Each Subsidiary Guarantees, and shall entitle the Holders Guarantor hereby agrees that its obligations with regard to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Issuers. The Guarantors hereby agree that their obligations hereunder its Subsidiary Guarantee shall be unconditional, irrespective of the validity, regularity validity or enforceability of the Notes or the obligations of the Company under this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against an Issuerthe Company or any other obligor with respect to this Indenture, the Notes or the obligations of the Company under this Indenture or the Notes, any action to enforce the same or any other circumstance circumstances (other than complete performance) which that might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantor. Each Subsidiary Guarantor further, to the extent permitted by law, waives and relinquishes all claims, rights and remedies accorded by applicable law to guarantors and agrees not to assert or take advantage of any such claims, rights or remedies, including but not limited to: (i) any right to require the Trustee, the Holders or the Company (each, a "Benefitted Party") to proceed against the Company or any other Person or to proceed against or exhaust any security held by a Benefitted Party at any time or to pursue any other remedy in any Benefitted Party's power before proceeding against such Subsidiary Guarantor; (ii) the defense of the statute of limitations in any action hereunder or in any action for the collection of any Indebtedness or the performance of any obligation hereby waives diligenceguaranteed; (iii) any defense that may arise by reason of the incapacity, presentmentlack of authority, demand death or disability of paymentany other Person or the failure of a Benefitted Party to file or enforce a claim against the estate (in administration, filing bankruptcy or any other proceeding) of claims any other Person; (iv) demand, protest and notice of any kind including but not limited to notice of the existence, creation or incurring of any new or additional Indebtedness or obligation or of any action or non-action on the part of such Subsidiary Guarantor, the Company, any Benefitted Party, any creditor of such Subsidiary Guarantor, the Company or on the part of any other Person whomsoever in connection with any Indebtedness or Obligations hereby guaranteed; (v) any defense based upon an election of remedies by a court Benefitted Party, including but not limited to an election to proceed against such Subsidiary Guarantor for reimbursement; (vi) any defense based upon any statute or rule of law that provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the event principal; (vii) any defense arising because of insolvency a Benefitted Party's election, in any proceeding instituted under any Bankruptcy Law, of the application of Section 1111(b)(2) under the Bankruptcy Law; (viii) any defense based on any borrowing or bankruptcy grant of an Issuer, a security interest under Section 364 under the Bankruptcy Law; or (ix) any right to require a proceeding first against an Issuerthe Company, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee will not be discharged except by complete performance of the Obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to an Issuer, the Guarantors, or any Custodian, Trustee or other similar official acting in relation to any of the Issuers or the Guarantors, any amount paid by an Issuer or any Guarantor to the Trustee or such Holder, the Subsidiary Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effectwhatsoever. Each Guarantor agrees that it shall not be entitled to, and hereby waives, any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (a) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of its Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed thereby, and (b) in the event of any declaration of acceleration of such Obligations as provided in Article 6 hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of its Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantees.Guarantor
Appears in 1 contract
Samples: Indenture (Parker Drilling Co /De/)
Subsidiary Guarantees. Subject to the provisions of this Article 10, each of the Guarantors herebyGuarantor Subsidiary hereby fully and unconditionally guarantees, jointly and severally, unconditionally guarantees, on a senior secured basis, to each Holder of a Senior Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and or enforceability of this Indenture, the Senior Notes held thereby and or the Obligations obligations of the Issuers hereunder and thereunderCompany under this Indenture or the Senior Notes, that: (ai) the principal of and premiumof, premium (if any, ) and interest on the Senior Notes will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturity, maturity by acceleration, upon repurchase or redemption acceleration or otherwise, and interest on the overdue principal of and premium (if any) and (to the extent permitted by law) interest on the Notes, and Senior Notes will be promptly paid in full; (ii) all other payment Obligations obligations of the Issuers Company to the Holders or the Trustee hereunder under this Indenture or thereunder the Senior Notes will be promptly paid in full and or performed, all in accordance with the terms hereof of this Indenture and thereofthe Senior Notes; and (biii) in case of any extension of time of in payment or renewal of any Senior Notes or any of such other Obligationsobligations, the same they will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitymaturity, by acceleration, upon repurchase or redemption acceleration or otherwise. Failing payment when so due of any amount so guaranteed guaranteed, or failing performance of any other obligation of the Company to the Holders or the Trustee, for whatever reason, the Guarantors each Guarantor Subsidiary will be jointly and severally obligated to pay pay, or to perform or cause the performance of, the same immediately. An before such failure becomes an Event of Default under this Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Issuers. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against an Issuer, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a GuarantorDefault. Each Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of an Issuer, any right to require a proceeding first against an Issuer, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee will not be discharged except by complete performance of the Obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to an Issuer, the Guarantors, or any Custodian, Trustee or other similar official acting in relation to any of the Issuers or the Guarantors, any amount paid by an Issuer or any Guarantor to the Trustee or such Holder, the Subsidiary Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall this is a guarantee of payment not be entitled to, and hereby waives, any right a guarantee of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (a) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of its Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed thereby, and (b) in the event of any declaration of acceleration of such Obligations as provided in Article 6 hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of its Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guaranteescollection.
Appears in 1 contract
Samples: Indenture (Kinetek Inc)
Subsidiary Guarantees. Subject to this Article 10, each of the Guarantors hereby, jointly and severally, unconditionally guarantees, on a senior secured basis, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes held thereby and the Obligations of the Issuers hereunder and thereunder, that: (a) In the principal of and premium, if any, and interest event that any Andeavor Existing Debt is outstanding on the Notes will Specified Date, the Borrower shall, within 30 days of the Specified Date, cause Andeavor and each of its subsidiaries that is an obligor (including pursuant to a Guarantee) on any such Andeavor Existing Debt to execute and deliver to the Administrative Agent a Subsidiary Guarantee, together with such customary legal opinions (which may be promptly paid in full when dueopinions of in-house counsel), subject corporate documents, secretary’s certificates, good standing certificates and evidence of authority as the Administrative Agent may reasonably request; provided that, at the election of the Borrower, no Subsidiary Guarantees shall be required to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise, and interest on the overdue principal of and premium and (be provided pursuant to this paragraph to the extent permitted by law) interest that, in the absence of such Subsidiary Guarantees, on the NotesSpecified Date all such Andeavor Existing Debt would be permitted to be outstanding under Section 6.01 (g) if such Andeavor Existing Debt were incurred on such date (it being understood that (a) in the case of an election under this proviso, such Andeavor Existing Debt shall be deemed to be outstanding under Section 6.01(g) and all shall cease to be permitted under any other payment Obligations clause of the Issuers to the Holders or the Trustee hereunder or thereunder will be promptly paid in full and performed, all in accordance with the terms hereof and thereof; Section 6.01 and (b) no election may be made under this proviso unless a corresponding election is made under the Five-Year Facility).
(b) The Borrower may (but is not required to), at any time upon three Business Days’ notice to the Administrative Agent, cause any of its Subsidiaries organized under the laws of the United States of America, any State thereof or the District of Columbia and not owned, directly or indirectly, by any CFC in its chain of ownership to become a Guarantor (and, in the event any Subsidiary shall become an obligor or provide a Guarantee under the Five-Year Facility, the Borrower shall, substantially concurrently therewith, cause such Subsidiary to become a Guarantor), in each case, by such Subsidiary executing and delivering to the Administrative Agent a Subsidiary Guarantee, together with such customary legal opinions (which may be opinions of in-house counsel), corporate documents, secretary’s certificates, good standing certificates and evidence of authority as the Administrative Agent may reasonably request.
(c) So long as no Default has occurred and is continuing (or would result from such release), (i) if all of the Equity Interests in a Guarantor that are owned by the Borrower or any Subsidiary are sold or otherwise disposed of in a transaction or transactions permitted by this Agreement or (ii) if, immediately after giving effect to the release of any Guarantor’s Subsidiary Guarantee, all of the Indebtedness of the Non-Guarantor Subsidiaries is permitted under Section 6.01 (and, in the case of a release of any Guarantor that is an obligor (including pursuant to a Guarantee) on any Andeavor Existing Debt, all the Andeavor Existing Debt outstanding on the date of effectiveness of such release would be permitted under Section 6.01(g) if such Andeavor Existing Debt were incurred on such date (it being understood that, in the case of any extension such release under this clause (ii), such Andeavor Existing Debt shall be deemed to be outstanding under Section 6.01(g) and shall cease to be permitted under any other clause of time of payment or renewal of any Notes or any Section 6.01)), then, in each case, promptly following the Borrower’s request, the Administrative Agent shall execute a release of such other Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise. Failing payment when so due of any amount so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Guarantor from its Subsidiary Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Issuers. The Guarantors hereby agree Guarantee; provided that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against an Issuer, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event such Guarantor shall have been an obligor or shall have provided a Guarantee under the Five-Year Facility, substantially concurrently therewith such Guarantor shall cease to be an obligor under the Five-Year Facility or the Guarantee thereof under the Five-Year Facility shall be released, as the case may be. In connection with an execution by the Administrative Agent of insolvency or bankruptcy of an Issuerany such release, any right to require a proceeding first against an Issuer, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee will not be discharged except by complete performance upon request of the Obligations contained Administrative Agent the Borrower shall deliver a certificate of a Financial Officer of the Borrower as to the satisfaction of the requirements to such release set forth in the Notes immediately preceding sentence. Any execution and delivery of any release documents by the Administrative Agent pursuant to this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to an Issuer, the Guarantors, or any Custodian, Trustee or other similar official acting in relation to any of the Issuers or the Guarantors, any amount paid by an Issuer or any Guarantor to the Trustee or such Holder, the Subsidiary Guarantees, to the extent theretofore discharged, paragraph shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to, and hereby waives, any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (a) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of its Subsidiary Guarantee, notwithstanding any stay, injunction without recourse or other prohibition preventing such acceleration in respect of the Obligations guaranteed thereby, and (b) in the event of any declaration of acceleration of such Obligations as provided in Article 6 hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable warranty by the Guarantor for the purpose of its Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary GuaranteesAdministrative Agent.
Appears in 1 contract
Samples: 364 Day Revolving Credit Agreement (Marathon Petroleum Corp)
Subsidiary Guarantees. Subject The Borrower may (but is not required to), at any time upon three Business Days’ notice to this Article 10the Administrative Agent, each cause any of its Subsidiaries organized under the laws of the Guarantors herebyUnited States of America, jointly any State thereof or the District of Columbia and severallynot owned, unconditionally guaranteesdirectly or indirectly, on a senior secured basis, to each Holder by any “controlled foreign corporation” (within the meaning of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective Section 957(a) of the validity and enforceability of this Indenture, the Notes held thereby and the Obligations of the Issuers hereunder and thereunder, that: (a) the principal of and premium, if any, and interest on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise, and interest on the overdue principal of and premium and (to the extent permitted by law) interest on the Notes, and all other payment Obligations of the Issuers to the Holders or the Trustee hereunder or thereunder will be promptly paid in full and performed, all in accordance with the terms hereof and thereof; and (bCode) in case its chain of any extension of time of payment or renewal of any Notes or any of such other Obligationsownership to become a Guarantor (and, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise. Failing payment when so due of any amount so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Issuers. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against an Issuer, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency any Subsidiary shall become an obligor or bankruptcy of an Issuer, any right to require provide a proceeding first against an Issuer, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee will not be discharged except by complete performance of under the Obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to an IssuerFive-Year Facility, the GuarantorsBorrower shall, or any Custodiansubstantially concurrently therewith, Trustee or other similar official acting cause such Subsidiary to become a Guarantor), in relation to any of the Issuers or the Guarantorseach case, any amount paid by an Issuer or any Guarantor such Subsidiary executing and delivering to the Trustee Administrative Agent a Subsidiary Guarantee, together with such evidence of authority, secretary’s certificates and opinions (which may be opinions of in-house counsel) as the Administrative Agent may reasonably request. So long as no Default has occurred and is continuing (or would result from such Holder, the Subsidiary Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to, and hereby waives, any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other handrelease), (a) the maturity if all of the Obligations guaranteed hereby may be accelerated as provided Equity Interests in Article 6 hereof for a Guarantor that are owned by the purposes Borrower or any Subsidiary are sold or otherwise disposed of in a transaction or transactions permitted by this Agreement or (b) if, immediately after giving effect to the release of any Guarantor’s Subsidiary Guarantee, all of the Indebtedness of the Non-Guarantor Subsidiaries is permitted under Section 6.01, then, in each case, promptly following the Borrower’s request, the Administrative Agent shall execute a release of such Guarantor from its Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed thereby, and (b) ; provided that in the event such Guarantor shall have been an obligor or shall have provided a Guarantee under the Five-Year Facility, substantially concurrently therewith such Guarantor shall cease to be an obligor under the Five-Year Facility or the Guarantee thereof under the Five-Year Facility shall be released, as the case may be. In connection with an execution by the Administrative Agent of any declaration such release, upon request of acceleration the Administrative Agent the Borrower shall deliver a certificate of a Financial Officer of the Borrower as to the satisfaction of the requirements to such Obligations as provided release set forth in Article 6 hereof, such Obligations (whether or not due the immediately preceding sentence. Any execution and payable) shall forthwith become due and payable delivery of any release documents by the Guarantor for Administrative Agent pursuant to this Section shall be without recourse or warranty by the purpose of its Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary GuaranteesAdministrative Agent.
Appears in 1 contract
Samples: 364 Day Revolving Credit Agreement (Marathon Petroleum Corp)
Subsidiary Guarantees. Subject to this Article 10, each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally guarantees, on a senior secured unsecured basis, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes held thereby and the Obligations of the Issuers Company hereunder and thereunder, that: (a) the principal of and premium, if any, interest and interest Additional Interest, if any, on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise, and interest on the overdue principal of and premium and (to the extent permitted by law) ), if any, interest and Additional Interest, if any, on the Notes, and all other payment Obligations of the Issuers Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full and performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise. Failing payment when so due of any amount so guaranteed for whatever reason, the Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders to accelerate the obligations of the Subsidiary Guarantors hereunder in the same manner mariner and to the same extent as the Obligations of the IssuersCompany. The Subsidiary Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against an Issuerthe Company, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantor. Each Subsidiary Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of an Issuerthe Company, any right to require a proceeding first against an Issuerthe Company, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee will not be discharged except by complete performance of the Obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to an Issuerthe Company, the Subsidiary Guarantors, or any Custodian, Trustee or other similar official acting in relation to any of the Issuers Company or the Subsidiary Guarantors, any amount paid by an Issuer the Company or any Subsidiary Guarantor to the Trustee or such Holder, the Subsidiary Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that it shall not be entitled to, and hereby waives, any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the Subsidiary Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (a) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of its Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed thereby, and (b) in the event of any declaration of acceleration of such Obligations as provided in Article 6 hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantor for the purpose of its Subsidiary Guarantee. The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantees.
Appears in 1 contract
Subsidiary Guarantees. Subject to this Article 10, each (1) If (i) any Domestic Subsidiary of the Guarantors herebyCompany becomes a Restricted Subsidiary after the Closing Date, jointly and severally(ii) the Company or any Restricted Subsidiary acquires, unconditionally guaranteesconstructs or owns any Specified Collateral Assets after the Closing Date that are required to become Collateral under this Agreement or the Collateral Documents, (iii) any Domestic Subsidiary of the Company that has a value equal to or greater than 5% of the Company’s total assets determined on a senior secured basisconsolidated basis as of the time of determination directly or indirectly guarantees any Senior Indebtedness of the Company, or (iv) any Foreign Subsidiary of the Company which has a value equal to each Holder or greater than 5% of the Company’s total assets determined on a Note authenticated consolidated basis as of the time of determination and delivered by is not a Guarantor (x) directly or indirectly guarantees any Senior Indebtedness of the Trustee Company or (y) causes more than two-thirds of its Capital Stock to be pledged to secure any Senior Indebtedness of the Company, the Company shall cause such Subsidiary or Subsidiaries to execute and deliver to the Trustee Agent a written instrument in form and its successors and assignssubstance reasonably satisfactory to the Agent pursuant to which such Subsidiary or Subsidiaries shall (a) unconditionally guarantee, irrespective in accordance with Section 13 hereof, all of the validity and enforceability of Company’s obligations under this IndentureAgreement, the Notes held thereby and the Obligations of the Issuers hereunder and thereunder, that: (a) the principal of and premium, if any, and interest other Operative Documents on the Notes will be promptly paid in full when duesame terms as the other Guarantors, subject to which Guarantee shall rank pari passu with any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise, and interest on the overdue principal Senior Indebtedness of and premium and (to the extent permitted by law) interest on the Notes, and all other payment Obligations of the Issuers to the Holders or the Trustee hereunder or thereunder will be promptly paid in full and performed, all in accordance with the terms hereof and thereof; such Subsidiary and (b) unless such Subsidiary is already party to the Collateral Documents, grant or cause such Subsidiary or Subsidiaries to grant to the Collateral Agent for the ratable benefit of the Secured Parties a first priority Lien in case all of any extension of time of payment or renewal of any Notes or any the Specified Collateral Assets of such other Obligations, Subsidiary of the Company in the manner provided in the Collateral Documents to secure the Obligations on the same will be promptly paid basis as the Guarantees of the other Guarantors and deliver an Opinion of Independent Counsel (which opinion need not address the priority of Liens) with respect to such grant and the due authorization, execution, delivery and enforceability of such Guarantee (subject, in full when due or performed each case, to customary exceptions) within 10 Business Days of the obligation to make such grant. The Company may, at its option, cause any Subsidiary of the Company that is a Foreign Subsidiary to execute and deliver to the Agent a written instrument in form and substance reasonably satisfactory to the Agent pursuant to which such Foreign Subsidiary shall unconditionally guarantee, in accordance with the terms Section 13 hereof, all of the extension Company’s obligations under this Agreement, the Notes and the other Operative Documents on the same terms as the other Guarantors.
(2) Each guarantee created pursuant to the provisions described in the foregoing paragraph is referred to as a “Guarantee” and the issuer of each such Guarantee is referred to as a “Guarantor.” Notwithstanding the foregoing, upon (i) any sale, exchange, transfer or renewalother disposition (by way of merger, subject consolidation or otherwise), to any applicable grace periodPerson (provided, whether at Stated Maturitythat if such Person is a Guarantor, by acceleration, upon repurchase or redemption or otherwise. Failing payment when so due the Guarantee of such Person shall not also be released and discharged) of (x) all of the Equity Interests of any amount so guaranteed for whatever reasonGuarantor owned by the Company and any Restricted Subsidiaries, the Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders to accelerate the obligations all or substantially all of the Guarantors hereunder assets of any Guarantor or (y) an amount of Equity Interests that results in the same manner and to the same extent as the Obligations any Guarantor no longer being a Guarantor that is a Subsidiary of the Issuers. The Guarantors hereby agree that their obligations hereunder shall Company, which, in each case, is in compliance with this Agreement, or (ii) the designation by the Company of any Guarantor to be unconditionalan Unrestricted Subsidiary in accordance with this Agreement, irrespective or (iii) the release of the validity, regularity guarantee or enforceability of the Notes or this Indenture, the absence other obligation of any action to enforce the same, any waiver Guarantor (other than a Guarantor whose assets or consent by any Holder properties constitute Collateral) with respect to any provisions hereof other Senior Indebtedness of the Company which guarantee was the sole cause of such Guarantor’s guarantee of the Company’s obligations under this Agreement and the Notes in accordance with clause (iii) or thereof(iv) of paragraph (a) of this Section 5(y), such Guarantor will be automatically and unconditionally released and discharged from all of its obligations under its Guarantee and the recovery Collateral Documents, including any Lien on its assets under this Agreement or the Collateral Documents; provided that the release of any judgment against an Issuer, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute Guarantor that is a legal or equitable discharge or defense of a Guarantor. Each Guarantor further, party to the extent permitted by law, hereby waives diligence, presentment, demand Collateral Documents from its obligations under its Guarantee and the Collateral Documents pursuant to the foregoing clause (i) of payment, filing this clause (2) of claims with a court this Section 5(y) shall be deemed an Asset Sale of Collateral equal in value to the event of insolvency or bankruptcy of an Issuer, any right to require a proceeding first against an Issuer, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee will not be discharged except by complete performance Fair Market Value of the Obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required Collateral owned by any court or otherwise such Guarantor immediately prior to return to an Issuer, the Guarantors, or any Custodian, Trustee or other similar official acting in relation to any of the Issuers or the Guarantors, any amount paid by an Issuer or any Guarantor to the Trustee or such Holder, the Subsidiary Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to, and hereby waives, any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one handrelease, and the Holders Company and the Trustee, on Guarantor shall comply with the other hand, (aprovisions of Section 5(o) hereof as though the maturity of the Obligations guaranteed hereby may be accelerated as provided Collateral held by such Guarantor were sold in Article 6 hereof for the purposes of its Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed thereby, and (b) in the event of any declaration of acceleration of such Obligations as provided in Article 6 hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of its Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary GuaranteesAsset Sale.
Appears in 1 contract
Subsidiary Guarantees. Subject So long as Notes are Outstanding under this Indenture, neither the Operating Partnership nor the Guarantor will cause, permit or suffer CRLP to Guaranty any Unsecured Debt of the Operating Partnership that is outstanding under the Principal Credit Agreement (the “Guaranteed Debt”) unless (1) CRLP, the Operating Partnership and the Guarantor shall contemporaneously execute and deliver to the Trustee a supplemental indenture substantially in the form attached as Annex B to the First Supplemental Indenture (a “Subsidiary Guarantee Supplemental Indenture”) (the Trustee may, but need not be, a party to such Subsidiary Guarantee Supplemental Indenture) providing for CRLP’s guarantee of the Notes as set forth in Article Seventeen of this Indenture and in the Subsidiary Guarantees, if any, of CRLP endorsed on the certificates evidencing the Notes and pursuant to which CRLP shall become a party to this Article 10Indenture and (2) if such Guaranteed Debt is:
(a) pari passu in right of payment with the Notes, each then CRLP’s Guaranty of such Guaranteed Debt shall be pari passu in right of payment with, or subordinated in right of payment to, its Subsidiary Guarantee of the Guarantors herebyNotes, jointly or
(b) subordinated in right of payment to the Notes, then CRLP’s Guaranty of such Guaranteed Debt shall be subordinated in right of payment to its Subsidiary Guarantee of the Notes to at least the extent that the Guaranteed Debt is subordinated in right of payment to the Notes. “In the event that CRLP is required to enter into a Subsidiary Guarantee Supplemental Indenture, the Operating Partnership and severallythe Guarantor shall deliver to the Trustee an Officer’s Certificate of the Operating Partnership and the Guarantor and an Opinion of Counsel, unconditionally guaranteesin each case to the effect set forth in Section 903 (which Officer’s Certificates and Opinion of Counsel shall expressly refer to and cover such Subsidiary Guarantee Supplemental Indenture as contemplated by Section 903), and to the further effect that the Subsidiary Guarantees of CRLP to be endorsed on a senior secured basisthe certificates evidencing the Notes have been duly authorized by CRLP and, to each Holder of a Note authenticated when executed by CRLP and endorsed on Notes which have been executed and delivered by the Trustee Operating Partnership and authenticated by the Trustee, will constitute valid and binding obligations of CRLP, enforceable against CRLP in accordance with their terms, subject to customary exceptions; and the Operating Partnership shall deliver to the Trustee a Board Resolution of CRLP authorizing and its successors approving the form and assigns, irrespective of the validity and enforceability of this Indenture, the Notes held thereby and the Obligations of the Issuers hereunder and thereunder, that: (a) the principal of and premium, if any, and interest on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise, and interest on the overdue principal of and premium and (to the extent permitted by law) interest on the Notes, and all other payment Obligations of the Issuers to the Holders or the Trustee hereunder or thereunder will be promptly paid in full and performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewalSubsidiary Guarantee Supplemental Indenture, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise. Failing payment when so due of any amount so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or and of CRLP’s Subsidiary Guarantees to be endorsed on the certificates evidencing the Notes shall constitute an event of default and further authorizing CRLP to execute, deliver and perform its obligations under the Subsidiary Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Issuers. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Guarantee Supplemental Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against an Issuer, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of an Issuer, any right to require a proceeding first against an Issuer, protest, notice this Indenture and all demands whatsoever and covenants that its Subsidiary Guarantee will not be discharged except by complete performance of the Obligations contained in the Notes and this Indenture. If Guarantees endorsed on any Holder or the Trustee is required by any court or otherwise to return to an Issuer, the Guarantors, or any Custodian, Trustee or other similar official acting in relation to any of the Issuers or the Guarantors, any amount paid by an Issuer or any Guarantor to the Trustee or such Holder, the Subsidiary Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to, and hereby waives, any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (a) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of its Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed thereby, and (b) in the event of any declaration of acceleration of such Obligations as provided in Article 6 hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of its Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary GuaranteesNotes.
Appears in 1 contract
Samples: First Supplemental Indenture (Mid-America Apartments, L.P.)
Subsidiary Guarantees. Subject to this Article 10, each of the Guarantors hereby, jointly and severally, unconditionally guarantees, on a senior secured basis, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes held thereby and the Obligations of the Issuers hereunder and thereunder, that: (a) the principal of and premium, if any, and interest on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise, and interest on the overdue principal of and premium premium, and (to the extent permitted by law) interest on the Notes, and all other payment Obligations of the Issuers to the Holders or the Trustee hereunder or thereunder will be promptly paid in full and performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise. Failing payment when so due of any amount so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Issuers. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against an Issuer, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of an Issuer, any right to require a proceeding first against an Issuer, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee will not be discharged except by complete performance of the Obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to an Issuer, the Guarantors, or any Custodian, Trustee or other similar official acting in relation to any of the Issuers or the Guarantors, any amount paid by an Issuer or any Guarantor to the Trustee or such Holder, the Subsidiary Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to, and hereby waives, any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (a) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of its Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed thereby, and (b) in the event of any declaration of acceleration of such Obligations as provided in Article 6 hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of its Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantees.
Appears in 1 contract
Subsidiary Guarantees. Subject (a) If the Company or any of its Restricted Subsidiaries acquires, creates, transfers assets to this Article 10or otherwise invests in a Wholly Owned Restricted Subsidiary (or redesignates an Unrestricted Subsidiary as a Restricted Subsidiary and such Restricted Subsidiary is a Wholly Owned Restricted Subsidiary) and such Wholly Owned Restricted Subsidiary shall at any time have total assets with a book value in excess of $5.0 million, each then such Wholly Owned Restricted Subsidiary (unless such Subsidiary is a Securitization Subsidiary or is Navios Finance or any other Subsidiary that at such time is a co-issuer of the Guarantors herebyNotes) must become a Guarantor and shall, jointly within 45 Business Days of the date of such acquisition, creation, transfer of assets, investment in or redesignation:
(1) execute and severally, unconditionally guarantees, on a senior secured basis, to each Holder of a Note authenticated and delivered by the Trustee and deliver to the Trustee and its successors and assignsa supplemental indenture in substantially the form of Exhibit D, irrespective pursuant to which such Wholly Owned Restricted Subsidiary shall unconditionally guarantee all of the validity and enforceability of this Indenture, Co-Issuers’ obligations under the Notes held thereby and this Indenture on the terms set forth in this Indenture and, (x) if such Wholly Owned Restricted Subsidiary owns a Vessel required to become a Future Mortgaged Vessel, execute one or more Ship Mortgages and the Obligations other Security Documents in favor of the Issuers hereunder Collateral Trustee pursuant to which each such Vessel shall become a Future Mortgaged Vessel for all purposes under this Indenture in each case as provided for under Section 11.09 or (y) if such Wholly Owned Restricted Subsidiary owns any Pledged Share Collateral, execute and thereunderdeliver to the trustee the Pledge Agreement, that: creating and establishing the terms of the security interests in the Pledged Share Collateral and Liens that secure the Notes; and
(a2) deliver to the principal Trustee one or more Opinions of Counsel that such supplemental indenture and premiumSecurity Documents, if any, have been duly authorized, executed and interest on the Notes will be promptly paid in full when duedelivered by such Wholly Owned Restricted Subsidiary and constitutes a valid and legally binding and enforceable obligation of such Wholly Owned Restricted Subsidiary, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwisecustomary exceptions, and interest if such Wholly Owned Restricted Subsidiary owns Collateral, addressing customary creation and perfection matters. Thereafter, such Wholly Owned Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture.
(b) The Note Guarantee of a Guarantor shall automatically and unconditionally (without any further action on the overdue principal part of and premium any Person other than notice of such release to the Trustee but the failure to deliver such notice shall not affect such release) be released:
(1) in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger, consolidation or amalgamation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.13 or Section 4.14;
(2) in connection with any sale or other disposition of a majority of the Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary of the Company, if (x) such Guarantor would no longer constitute a “Subsidiary” under this Indenture and (y) the sale or other disposition does not violate Section 4.13;
(3) if the Company designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.18;
(4) upon liquidation or dissolution of such Guarantor;
(5) in the extent permitted by law) interest on case of a Guarantor that is not a Wholly Owned Restricted Subsidiary that has voluntarily issued a Guarantee of the Notes, and all other payment Obligations upon notice to the Trustee by the Company of the Issuers designation of such Guarantor as non-Guarantor Restricted Subsidiary if (x) the Company would be permitted to make an Investment in such Restricted Subsidiary at the time of such release equal to the Holders Fair Market Value of the Investment of the Company and its other Restricted Subsidiaries in such Guarantor as either a Permitted Investment or the Trustee hereunder or thereunder will be promptly paid in full and performed, all in accordance with the terms hereof and thereof; pursuant to Section 4.11 and (by) in case of any extension of time of payment or renewal of any Notes or any of all transactions entered into by such other Obligations, the same will Restricted Subsidiary while a Guarantor would be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise. Failing payment when so due of any amount so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default permitted under this Indenture at the time its Guarantee is released; and
(6) upon Legal Defeasance or the Notes shall constitute an event of default under the Subsidiary Guarantees, Covenant Defeasance or satisfaction and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Issuers. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability discharge of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against an Issuer, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of an Issuer, any right to require a proceeding first against an Issuer, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee will not be discharged except by complete performance of the Obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to an Issuer, the Guarantors, or any Custodian, Trustee or other similar official acting in relation to any of the Issuers or the Guarantors, any amount paid by an Issuer or any Guarantor to the Trustee or such Holder, the Subsidiary Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to, and hereby waives, any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (a) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of its Subsidiary Guaranteebelow under Section 8.01, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed thereby, Section 8.03 and (b) in the event of any declaration of acceleration of such Obligations as provided in Article 6 hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of its Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary GuaranteesSection 8.04.
Appears in 1 contract
Subsidiary Guarantees. Subject to this Article 10, each of the Guarantors hereby, jointly and severally, unconditionally guarantees, on a senior secured basis, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Fourth Supplemental Indenture or this Indenture, the Notes held thereby and the Obligations of the Issuers Company hereunder and thereunder, that: (a) the principal of and premium, if any, and interest on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise, and interest on the overdue principal of and premium premium, if any, and (to the extent permitted by law) interest on the Notes, and all other payment Obligations of the Issuers Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full and performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise. Failing payment when so due of any amount so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default with respect to the Notes under this Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the IssuersCompany. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Fourth Supplemental Indenture or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against an Issuerthe Company, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of an Issuerthe Company, any right to require a proceeding first against an Issuerthe Company, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee will not be discharged except by complete performance of the Obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to an Issuerthe Company, the Guarantors, or any Custodian, Trustee or other similar official acting in relation to any of either the Issuers Company or the Guarantors, any amount paid by an Issuer the Company or any Guarantor to the Trustee or such Holder, the Subsidiary Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to, and hereby waives, any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (a) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof Five of the Original Indenture for the purposes of its Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed thereby, and (b) in the event of any declaration of acceleration of such Obligations as provided in Article 6 hereofFive of the Original Indenture, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of its Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantees.
Appears in 1 contract
Samples: Fourth Supplemental Indenture (Whiting Petroleum Corp)
Subsidiary Guarantees. Subject to this Article 10, each of the Guarantors hereby, jointly and severally, unconditionally guarantees, on a senior secured unsecured basis, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes held thereby and the Obligations of the Issuers hereunder and thereunder, that: (a) the principal of of, and premium, if any, and interest on on, the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise, and interest on the overdue principal of and premium and (to the extent permitted by law) on the overdue principal of, and premium, if any, and interest on on, the Notes, and all other payment Obligations of the Issuers to the Holders or the Trustee hereunder or thereunder will be promptly paid in full and performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise. Failing payment when so due of any amount so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Issuers. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against an Issuer, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of an Issuer, any right to require a proceeding first against an Issuer, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee will not be discharged except by complete performance of the Obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to an Issuer, the Guarantors, or any Custodian, Trustee or other similar official acting in relation to any of the Issuers or the Guarantors, any amount paid by an Issuer or any Guarantor to the Trustee or such Holder, the Subsidiary Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to, and hereby waives, any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (a) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of its Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed thereby, and (b) in the event of any declaration of acceleration of such Obligations as provided in Article 6 hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of its Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantees.
Appears in 1 contract
Samples: Indenture (Global Partners Lp)
Subsidiary Guarantees. Subject to this Article 10, each of the Guarantors herebySubsidiary Guarantors, jointly and severally, hereby unconditionally guarantees, on a senior secured basis, guarantees to each Holder of a Note Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes held thereby and Securities or the Obligations obligations of the Issuers hereunder and thereunderCompany under this Indenture or the Securities, that: (a) the principal of and premium, if any, and interest all amounts on the Notes will Securities shall be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturitymaturity, by acceleration, upon redemption, repurchase or redemption or otherwise, and interest on the overdue principal of and premium and (to the extent permitted by law) interest on the Notesoverdue principal, premium, if any, and interest on the Securities, if any, and all other payment Obligations obligations of the Issuers Company to the Holders or the Trustee hereunder under this Indenture or thereunder will the Securities shall be promptly paid in full and or performed, all in accordance with the terms hereof of this Indenture and thereofthe Securities; and (b) in case of any extension of time of payment or renewal of any Notes Securities or any of such other Obligationsobligations, the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitystated maturity, by acceleration, upon repurchase or redemption acceleration or otherwise. Failing payment when so due of any amount so guaranteed for whatever reason, the Subsidiary Guarantors will shall be jointly and severally obligated to pay the same immediately. An immediately whether or not such failure to pay has become an Event of Default under which could cause acceleration pursuant to Article 6 hereof. Each Subsidiary Guarantor agrees that this Indenture or the Notes shall constitute an event is a guarantee of default under the Subsidiary Guarantees, payment and shall entitle the Holders to accelerate the obligations not a guarantee of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Issuerscollection. The Subsidiary Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against an Issuerthe Company, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each Subsidiary Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of for payment, filing of claims with a court in the event of insolvency or bankruptcy of an Issuerthe Company, any right to require a proceeding first against an Issuerthe Company, protest, notice and all demands whatsoever and covenants that its that, subject to this Article 10, this Subsidiary Guarantee will shall not be discharged except by complete performance of the Obligations obligations contained in the Notes Securities and this Indenture. If any Holder of Securities or the Trustee is required by any court or otherwise to return to an Issuer, the Company or the Subsidiary Guarantors, or any Custodiancustodian, Trustee trustee, liquidator or other similar official acting in relation to any of either the Issuers Company or the Subsidiary Guarantors, any amount paid by an Issuer or any Guarantor either to the Trustee or such Holder, the Subsidiary Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that it shall not be entitled to, and hereby waives, to any right of subrogation in relation to the Holders of Securities in respect of any Obligations guaranteed hereby until payment in full of all Obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the Subsidiary Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (ax) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of its this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed thereby, hereby and (by) in the event of any declaration of acceleration of such Obligations as provided in Article 6 hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor Subsidiary Guarantors for the purpose of its this Subsidiary Guarantee. The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantees.
Appears in 1 contract
Samples: Indenture (Mediaamerica Inc)
Subsidiary Guarantees. Subject (a) If on or after the Issue Date:
(1) any other Capital Market Debt of the Company is or becomes guaranteed by any Restricted Subsidiary of the Company; or
(2) any one or more Wholly Owned Domestic Restricted Subsidiaries (singly or in the aggregate) would at the end of any fiscal quarter Section 1013 shall be limited to this Article 10any Person that satisfies only the asset criteria set forth in clauses (1) and (2) of paragraph (w) of Rule 1.02 of Regulation S-X under the Exchange Act) (other than (i) Xerox Financial Services, Inc. and each of its Subsidiaries (other than Xerox Credit Corporation) for so long as its respective business is conducted in a manner similar to that on the Guarantors herebyIssue Date, jointly and severally(ii) Xerox Credit Corporation or any other Restricted Subsidiary of the Company, unconditionally guaranteesin each case so long as it is primarily a special purpose financing vehicle of the Company or its Restricted Subsidiaries (a "Financing Subsidiary") or any holding company whose principal asset is Capital Stock of a Financing Subsidiary or (iii) any Domestic Restricted Subsidiary so long as its primary asset is Capital Stock of one or more Foreign Subsidiaries and/or its primary asset is Indebtedness of one or more Foreign Subsidiaries or any combination of the foregoing), on a senior secured basisthen the Company shall cause, in the case of (1), such Restricted Subsidiary that is guaranteeing Company Capital Markets Debt, and, in the case of (2), such Domestic Restricted Subsidiary(ies), to each Holder of a Note authenticated execute and delivered by the Trustee and deliver to the Trustee a supplemental indenture in form reasonably satisfactory to the Trustee pursuant to which such Person shall fully and its successors and assigns, irrespective unconditionally guarantee all of the validity Company's obligations under the Notes and enforceability of this Indenture, including the Notes held thereby and the Obligations prompt payment in full when due of the Issuers hereunder and thereunderprincipal of, that: (a) the principal of and premiumpremium on, if any, and interest and, without duplication, Additional Interest, if any, on the Notes will be promptly paid in full when dueand all other amounts payable by the Company thereunder and hereunder, subject to any applicable grace period, whether at Stated Maturitymaturity, by acceleration, upon repurchase or redemption acceleration or otherwise, and interest on the any overdue principal of and premium and (to the extent permitted by law) any overdue interest on the Notes, Notes and all other payment Obligations obligations of the Issuers Company to the Holders or the Trustee hereunder or thereunder will under the Notes, such Guarantee to be promptly paid more fully described in full and performed, all in accordance with the terms hereof and thereof; and such supplemental indenture.
(b) Any Guarantee executed pursuant to clause (1) of paragraph (a) above shall provide by its terms that such Guarantee shall be automatically and unconditionally released upon the release of the guarantee that resulted in case of any extension of time such clause (1) becoming applicable (other than by reason of payment under such guarantee) so long as such Restricted Subsidiary is not at such time guaranteeing any other Capital Markets Debt of the Company and no Default or renewal Event of Default is then continuing. In addition, any Notes Guarantee executed pursuant either to clause (1) or clause (2) of paragraph (a) above shall provide by its terms that such Guarantee shall be automatically and unconditionally released upon: (i) the designation of the Restricted Subsidiary that gave such Guarantee as an Unrestricted Subsidiary in compliance with provisions of this Indenture or (ii) any transaction, including without limitation, any sale, exchange or transfer, to any Person not an Affiliate of the Company, of the Company's Capital Stock in, or all or substantially all the property of, such other ObligationsRestricted Subsidiary, the same will be promptly paid which transaction is in full when due or performed in accordance compliance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise. Failing payment when so due of any amount so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Issuers. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, and which results in the absence Restricted Subsidiary that gave such Guarantee ceasing to be a Subsidiary of any action the Company and, in the case of either clause (i) or clause (ii), such Restricted Subsidiary is released from all guarantees, if any, by it of other Capital Markets Debt of the Company.
(c) In addition to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereofforegoing, the recovery of any judgment against an Issuer, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of an Issuer, any right to require a proceeding first against an Issuer, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee will not be discharged except by complete performance of the Obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to an Issuer, the Guarantors, or any Custodian, Trustee or other similar official acting in relation to any of the Issuers or the Guarantors, any amount paid by an Issuer or any Guarantor to the Trustee or such Holder, the Subsidiary Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to, and hereby waives, any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (a) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of its Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed thereby, and (b) in the event of any declaration of acceleration of such Obligations as provided in Article 6 hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of its Subsidiary Guarantee. The Guarantors Company shall have the right to seek contribution from cause any non-paying Guarantor so long as Restricted Subsidiary to execute a Guarantee in respect of the exercise Company's obligations under the Notes, provided that such Restricted Subsidiary shall execute and deliver to the Trustees a supplemental indenture in a form reasonably satisfactory to the Trustees in respect of such right does not impair the rights of the Holders under the Subsidiary GuaranteesGuarantee.
Appears in 1 contract
Samples: Indenture (Xerox Corp)
Subsidiary Guarantees. Subject to this Article 10Section 9.06 hereof, each of the Subsidiary Guarantors herebydesignated in accordance with Section 9.01 hereof, jointly and severally, shall unconditionally guarantees, on a senior secured basis, guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes held thereby and the Company Obligations of the Issuers hereunder and thereunder, and that: :
(a) the full and punctual payment of principal of of, interest on and premium, if any, and interest on on, the Notes will be promptly paid in full when due, subject to any applicable grace period, due whether at Stated Maturitymaturity, by acceleration, upon repurchase or by redemption or otherwise, and interest on the overdue principal of principal, and premium and (to the extent permitted by law) interest on any interest, if any, on the Notes, and all other payment Company Obligations of the Issuers to the Holders or and all other Company Obligations to the Trustee hereunder or thereunder will shall be promptly paid in full and performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Company Obligations, the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, renewal whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise. Failing payment when so due of any amount so guaranteed or any performance so guaranteed for whatever reason, reason the Subsidiary Guarantors will shall be jointly and severally obligated to pay the same immediately. An Event of Default under this the Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders to accelerate the obligations of the Subsidiary Guarantors hereunder in the same manner and to the same extent as the Obligations of the IssuersCompany Obligations. The Subsidiary Guarantors hereby shall agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity validity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against an Issuerthe Company, any action to enforce the same same, the release of any Subsidiary Guarantee of any other Subsidiary Guarantor or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantor. Each Subsidiary Guarantor further, to the extent permitted by law, hereby waives shall waive diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of an Issuerthe Company, any right to require a proceeding first against an Issuerthe Company, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee will shall not be discharged except by complete performance of the Company Obligations contained in the Notes and this the Indenture. If any Holder or the Trustee is required by any court or otherwise to return to an Issuer, the Guarantors, or any Custodian, Trustee or other similar official acting in relation to any of the Issuers or the Guarantors, any amount paid by an Issuer or any Guarantor to the Trustee or such Holder, the Each Subsidiary Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to, and hereby waives, any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby. Each Guarantor further agrees shall agree that, as between the Subsidiary Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (ax) the maturity of the Company Obligations guaranteed hereby may be accelerated as provided in Article 6 VI hereof for the purposes of its Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Company Obligations guaranteed thereby, and (by) in the event of any declaration of acceleration of such Company Obligations as provided in Article 6 VI hereof, such Company Obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantor for the purpose of its Subsidiary Guarantee. The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor as provided in Section 9.06 hereof so long as the exercise of such right does not impair the rights of the Holders or the Trustee under the Subsidiary GuaranteesGuarantees or the Indenture.
Appears in 1 contract
Samples: Second Supplemental Indenture (Great Atlantic & Pacific Tea Co Inc)
Subsidiary Guarantees. (a) Subject to the provisions of this Article 107, each of the Guarantors herebySubsidiary Guarantor, jointly and severally, hereby irrevocably unconditionally guarantees, on a senior secured basis, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes held thereby and the Obligations of the Issuers hereunder and thereunder, that: (ai) the principal of and of, premium, if any, and interest on the Notes will shall be promptly duly and punctually paid in full when due, subject to any applicable grace period, whether at Stated Maturitystated maturity, by acceleration, call for redemption, upon repurchase or redemption a Change of Control, or otherwise, and interest on the overdue principal of and premium and principal, premium, if any, interest on any interest (to the extent permitted by law) interest ), if any, on the Notes, Notes and all other payment Obligations obligations of the Issuers Company to the Holders or the Trustee hereunder or thereunder of Notes will be promptly paid in full and or performed, all in accordance with the terms hereof and thereof; and , (bii) in case of any extension of time of payment or renewal of any Notes or any of such other Obligationsobligations, the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitystated maturity, by acceleration, call for redemption, upon repurchase or redemption a Change of Control, or otherwise, and (iii) the prompt payment of any and all costs and expenses (including reasonable attorneys' fees) incurred by the Holder of Notes in successfully enforcing any rights under the Notes. Failing payment when so due of any amount so guaranteed or failing performance of any other obligation of the Company to the Holders of Notes, for whatever reason, the Guarantors will each Subsidiary Guarantor shall be jointly and severally obligated to pay pay, or to perform or to cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantors each Subsidiary Guarantor hereunder in the same manner and to the same extent as the Obligations obligations of the IssuersCompany. The Guarantors Each Subsidiary Guarantor hereby agree agrees that their its obligations hereunder shall be unconditional, irrespective of the validity, regularity regularity, or enforceability of the Notes or this IndentureNotes, the absence of any action to enforce the same, any waiver or consent by any Holder of Notes with respect to any provisions hereof or thereof, the recovery entry of any judgment against an Issuerthe Company, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantor. Each Subsidiary Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of an Issuer, and relinquishes: (A) any right to require a proceeding first against an Issuer, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee will not be discharged except by complete performance the Holders of the Obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise Company (each, a "Benefitted Party") to return to an Issuerproceed against the Company, the Subsidiary Guarantors, or any Custodian, Trustee other Person or to proceed against or exhaust any security held by a Benefitted Party at any time or to pursue any other similar official acting remedy in relation to any secured party's power before proceeding against the Subsidiary Guarantor; (B) any defense that may arise by reason of the Issuers incapacity, lack of authority, death, or the Guarantors, any amount paid by an Issuer or any Guarantor to the Trustee or such Holder, the Subsidiary Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to, and hereby waives, any right of subrogation in relation to the Holders in respect disability of any Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (a) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of its Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed thereby, and (b) in the event of any declaration of acceleration of such Obligations as provided in Article 6 hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of its Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantees.Person or
Appears in 1 contract
Subsidiary Guarantees. Subject to this Article 1015, each of the Guarantors hereby, jointly and severally, unconditionally guarantees, on a senior secured basis, as primary obligors and not as a surety, to each Holder (and its successors and assigns) of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes held thereby and and/or the Obligations of the Issuers Company hereunder and thereunder, that: :
(a) the principal of and premium, if anyof, and interest on on, each of the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturitystated maturity, by required prepayment, declaration, demand, by acceleration, upon repurchase or redemption or otherwise, and interest on the overdue principal of and premium and (to the extent permitted by law) interest (including but not limited to any outstanding accrued but not yet capitalized PIK Interest, all outstanding capitalized PIK Interest and any Additional Interest, and any interest, fees, costs or charges that would accrue but for the provisions of Title 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the United States Code) and any outstanding Make-Whole Payment on the Notes, and all other payment Obligations obligations of the Issuers Company to the Holders or the Trustee hereunder under this Indenture or thereunder the Notes will be promptly paid in full and performed, all in accordance with the terms hereof and thereof; and and
(b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligationsobligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitystated maturity, by acceleration, upon repurchase or redemption or otherwiseotherwise (such obligations in clauses (a) and (b) being herein collectively called the “Guaranteed Obligations”). Failing payment when so due of any amount so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations obligations of the IssuersCompany. The Guarantors hereby agree that their obligations hereunder shall be absolute, irrevocable and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of the Notes or this IndentureIndenture or any other agreement or instrument referred to herein or therein, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against an Issuerthe Company, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder which remain absolute, irrevocable and unconditional under any and all circumstances as described above:
(i) at any time or from time to time, without notice to the Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;
(ii) any of the acts mentioned in any of the provisions of this Indenture or the Notes, if any, or any other agreement or instrument referred to herein or therein shall be done or omitted;
(iii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be amended in any respect, or any right under the Indenture, Notes, or any other agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with;
(iv) any Lien or security interest granted to, or in favor of any Holder, the Trustee or the Collateral Trustee as security for any of the Guaranteed Obligations shall fail to be perfected; or
(v) the release of any other Guarantor. Each Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of an Issuerthe Company, any right to require a proceeding first against an Issuerthe Company, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee will not be discharged except by complete performance of the Obligations obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to an Issuer, the GuarantorsCredit Parties, or any Custodiancustodian, Trustee or other similar official acting in relation to any of the Issuers or the GuarantorsCredit Party, any amount paid by an Issuer or any Guarantor Credit Party to the Trustee or such Holder, the Subsidiary Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to, and hereby waives, to any right of subrogation in relation to the Holders in respect of any Obligations obligations guaranteed hereby until payment in full of the obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (a) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 9 hereof (and shall be deemed to have become automatically due and payable in the circumstances in said Article 9) for the purposes of its Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed thereby, and (b) in the event of any declaration of acceleration of such Obligations obligations as provided in Article 6 9 hereof, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of its Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantees.
Appears in 1 contract
Samples: Indenture (Gevo, Inc.)
Subsidiary Guarantees. (A) The Securities shall be guaranteed by each of the Guarantors (each such guarantee, a “Subsidiary Guarantee”) in accordance with the provisions of this Article VIII.
(B) Subject to this Article 10VIII, each of the Guarantors hereby, jointly and severally, unconditionally guarantees, on a senior secured basis, guarantees to each Holder of a Note authenticated the Securities and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes held thereby and the Obligations of the Issuers hereunder and thereunder, thatCollateral Agent: (ai) that the principal of and premium, if anyof, and interest on on, the Notes Securities will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturitythe Maturity Date, by accelerationthe Redemption Date, upon repurchase the Fundamental Change Repurchase Date, Asset Sale Repurchase Date or redemption or otherwiseother due date, and interest on the overdue principal of and premium interest and (to the extent permitted by law) interest premium, if any, on the NotesSecurities, if any, if lawful, and that all other payment Obligations obligations of the Issuers Company to the Holders or the Trustee or Collateral Agent hereunder or thereunder under the Collateral Documents will be promptly paid in full and or performed, all in accordance with the terms hereof and thereofof this Indenture; and (bii) in case of any extension of time of payment or renewal of any Notes Securities or any of such other Obligationsobligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitythe Maturity Date, by accelerationthe Redemption Date, upon repurchase the Fundamental Change Repurchase Date, the Asset Sale Repurchase Date or redemption or otherwiseother due date. Failing payment when so due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will shall be jointly and severally obligated to pay the same immediately. An Event Each Guarantor agrees that this is a guarantee of Default under payment and not a guarantee of collection.
(C) Subject to this Indenture or the Notes shall constitute an event of default under the Subsidiary GuaranteesArticle VIII, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner hereby, jointly and to the same extent as the Obligations of the Issuers. The Guarantors hereby severally, agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof of this Indenture or thereofof the Securities, the recovery of any judgment against an Issuerthe Company, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of an Issuerthe Company, any right to require a proceeding first against an Issuerthe Company, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee will shall not be discharged except by complete performance of the Obligations obligations contained in this Indenture and the Notes and this Indenture. Securities.
(D) If any Holder or the Trustee or Collateral Agent is required by any court or otherwise to return to an Issuerthe Company, the Guarantors, any Guarantor or any Custodiancustodian, Trustee trustee, liquidator or other similar official acting in relation to any of either the Issuers Company or the Guarantors, Guarantors any amount paid by an Issuer any of the foregoing to such Holder or any Guarantor to the Trustee or such HolderCollateral Agent, the then each Subsidiary GuaranteesGuarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. .
(E) Each Guarantor agrees that it shall not be entitled to, and hereby waives, to any right of subrogation in relation to the Trustee or Collateral Agent or the Holders in respect of any Obligations obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the TrusteeTrustee or Collateral Agent, on the other hand, (ai) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 hereof VI for the purposes of its the Subsidiary GuaranteeGuarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed thereby, hereby and (bii) in the event of any declaration of acceleration of such Obligations obligations as provided in Article 6 hereofVI, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor Guarantors for the purpose of its the Subsidiary Guarantee. Guarantees.
(F) The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantees. The provisions of this Section 8.01(F) shall in no respect limit the obligations and liabilities of each Guarantor to the Secured Parties and the Holders and each Guarantor shall remain liable to the Secured Parties and the Holders for the full amount guaranteed by such Guarantor hereunder.
Appears in 1 contract
Subsidiary Guarantees. Subject to this Article 10, each of the Subsidiary Guarantors hereby, jointly and severally, hereby unconditionally guarantees, on a senior secured basis, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes held thereby and the Obligations of the Issuers hereunder and thereunder, assigns that: (a) the principal of and of, premium, if any, and interest on the Notes will shall be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturitymaturity, by acceleration, upon repurchase or redemption or otherwise, and interest on the overdue principal of of, and premium and (to the extent permitted by law) interest on on, the Notes, if lawful, and all other payment Obligations obligations of the Issuers Company to the Holders or the Trustee hereunder or thereunder will shall be promptly paid in full and or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligationsobligations, the that same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitystated maturity, by accelerationacceleration pursuant to Section 6.02 hereof, upon repurchase or redemption or otherwise. Failing payment when so due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors will shall be jointly and severally obligated to pay the same immediately. An Event Each Subsidiary Guarantor agrees that this is a guarantee of Default under payment and not a guarantee of collection. Each Subsidiary Guarantor hereby agrees that its obligations with regard to this Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Issuers. The Guarantors hereby agree that their obligations hereunder Guarantee shall be joint and several and unconditional, irrespective of the validity, regularity validity or enforceability of the Notes or the obligations of the Company under this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against an Issuerthe Company or any other obligor with respect to this Indenture, the Notes or the Obligations of the Company under this Indenture or the Notes, any action to enforce the same or any other circumstance circumstances (other than complete performance) which that might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantor. Each Subsidiary Guarantor further, to the extent permitted by law, hereby waives diligenceand relinquishes all claims, presentmentrights and remedies accorded by applicable law to guarantors and agrees not to assert or take advantage of any such claims, demand of paymentrights or remedies, filing of claims with a court in the event of insolvency or bankruptcy of an Issuer, including but not limited to: (a) any right to require any of the Trustee, the Holders or the Company (each a proceeding first "BENEFITED PARTY"), as a condition of payment or performance by such Subsidiary Guarantor, to (1) proceed against an Issuerthe Company, any other guarantor (including any other Subsidiary Guarantor) of the Obligations under the Subsidiary Guarantees or any other Person, (2) proceed against or exhaust any security held from the Company, any such other guarantor or any other Person, (3) proceed against or have resort to any balance of any deposit account or credit on the books of any Benefited Party in favor of the Company or any other Person, or (4) pursue any other remedy in the power of any Benefited Party whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the
(1) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of the Subsidiary Guarantees and any legal or equitable discharge of such Subsidiary Guarantor's obligations hereunder, (2) the benefit of any statute of limitations affecting such Subsidiary Guarantor's liability hereunder or the enforcement hereof, (3) any rights to set-offs, recoupments and counterclaims and (4) promptness, diligence and any requirement that any Benefited Party protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentations, protests, notices of protest, notice notices of dishonor and all demands whatsoever notices of any action or inaction, including acceptance of the Subsidiary Guarantees, notices of default under the Notes or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Obligations under the Subsidiary Guarantees or any agreement related thereto, and notices of any extension of credit to the Company and any right to consent to any thereof; (g) to the extent permitted under applicable law, the benefits of any "One Action" rule and (h) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of the Subsidiary Guarantees. Except to the extent expressly provided herein, including Sections 8.02, 8.03 and 10.05, each Subsidiary Guarantor hereby covenants that its Subsidiary Guarantee will shall not be discharged except by complete performance of the Obligations obligations contained in the Notes its Subsidiary Guarantee and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to an Issuerthe Company, the Guarantors, Subsidiary Guarantors or any Custodiancustodian, Trustee trustee, liquidator or other similar official acting in relation to any of either the Issuers Company or the Guarantors, Subsidiary Guarantors any amount paid by an Issuer or any Guarantor either to the Trustee or such Holder, the this Subsidiary GuaranteesGuarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that it shall not be entitled to, and hereby waives, to any right of subrogation in relation to the Holders in respect of any Obligations obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the Subsidiary Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (ax) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 Section 6.02 hereof for the purposes of its this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed thereby, hereby and (by) in the event of any declaration of acceleration of such Obligations obligations as provided in Article 6 Section 6.02 hereof, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor Subsidiary Guarantors for the purpose of its this Subsidiary Guarantee. The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary GuaranteesGuarantee.
Appears in 1 contract
Subsidiary Guarantees. Subject to this Article 10Section 11.06 hereof, each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally guarantees, on guarantees (a senior secured basis, "Subsidiary Guarantee") to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes held thereby and the Obligations of the Issuers Company hereunder and thereunder, that: (a) the principal of and of, premium, if any, interest and interest Liquidated Damages, if any, on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturitymaturity, by acceleration, upon repurchase or redemption or otherwise, and interest on the overdue principal of and premium and principal, premium, if any, (to the extent permitted by law) interest on any interest, if any, and Liquidated Damages, if any, on the Notes, and all other payment Obligations of the Issuers Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full and performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitystated maturity, by acceleration, upon repurchase or redemption or otherwise. Failing payment when so due of any amount so guaranteed for whatever reason, reason the Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders to accelerate the obligations Obligations of the Subsidiary Guarantors hereunder in the same manner and to the same extent as the Obligations of the IssuersCompany. The Subsidiary Guarantors hereby agree that their obligations Obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against an Issuerthe Company, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantor. Each Subsidiary Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of an Issuerthe Company, any right to require a proceeding first against an Issuerthe Company, protest, notice and all demands whatsoever and covenants that its this Subsidiary Guarantee will not be discharged except by complete performance of the Obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to an Issuerthe Company, the Subsidiary Guarantors, or any Note Custodian, Trustee Trustee, liquidator or other similar official acting in relation to any of either the Issuers Company or the Subsidiary Guarantors, any amount paid by an Issuer or any Guarantor either to the Trustee or such Holder, the this Subsidiary GuaranteesGuarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that it shall not be entitled to, and hereby waives, any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (a) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of its Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed thereby, and (b) in the event of any declaration of acceleration of such Obligations as provided in Article 6 hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of its Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantees.shall
Appears in 1 contract
Samples: Indenture (Albecca Inc)
Subsidiary Guarantees. Subject to this Article 10, each Each of the Guarantors hereby, jointly and severally, unconditionally guarantees, on a senior secured basis, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes held thereby and or the Obligations of the Issuers Company hereunder and or thereunder, that: (a) the principal of and interest, premium, if any, and interest Liquidated Damages, if any, on the Notes will shall be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturitymaturity, by acceleration, upon redemption, repurchase or redemption or otherwise, and interest on the overdue principal of and premium interest, premium, if any, and (to the extent permitted by law) interest Liquidated Damages, if any, on the Notes, if lawful, and all other payment Obligations of the Issuers Company to the Holders or the Trustee hereunder or thereunder will shall be promptly paid in full and or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, the that same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon redemption, repurchase or redemption or otherwise. Failing payment when so due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will shall be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Issuers. The Guarantors hereby agree that their obligations Obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against an Issuerthe Company, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of an Issuerthe Company, any right to require a proceeding first against an Issuerthe Company, protest, notice and all demands whatsoever and covenants covenant that its this Subsidiary Guarantee will shall not be discharged except by complete performance of the Obligations contained in the Notes and this Indenture. If any Holder of Notes or the Trustee is required by any court or otherwise to return to an Issuer, the Company or Guarantors, or any Custodiancustodian, Trustee Trustee, liquidator or other similar official acting in relation to any of either the Issuers Company or the Guarantors, any amount paid by an Issuer or any Guarantor either to the Trustee or such Holder, the this Subsidiary GuaranteesGuarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to, and hereby waives, to any right of subrogation in relation to the Holders of Notes in respect of any Obligations guaranteed hereby until payment in full of all Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (ax) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 Six hereof for the purposes of its this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed thereby, hereby and (by) in the event of any declaration of acceleration of such Obligations as provided in Article 6 Six hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor Guarantors for the purpose of its this Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantees.
Appears in 1 contract
Samples: Indenture (Allied Holdings Inc)
Subsidiary Guarantees. Subject to this Article 10, each of the Guarantors Each Guarantor hereby, jointly and severally, unconditionally guarantees, on a senior secured basis, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes held thereby and the Obligations of the Issuers Company hereunder and thereunder, that: (a) the principal of and of, premium, if any, interest and interest Liquidated Damages, if any, on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturitymaturity, by acceleration, upon repurchase or redemption or otherwise, and interest on the overdue principal of and premium and principal, premium, if any, (to the extent permitted by law) interest on any interest, if any, and Liquidated Damages, if any, on the Notes, and all other payment Obligations of the Issuers Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full and performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitystated maturity, by acceleration, upon repurchase or redemption or otherwise. Failing payment when so due of any amount so guaranteed or any performance so guaranteed for whatever reason, reason the Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders to accelerate the obligations Obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the IssuersCompany. The Guarantors hereby agree that their obligations Obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against an Issuerthe Company, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of an Issuerthe Company, any right to require a proceeding first against an Issuerthe Company, protest, notice and all demands whatsoever and covenants that its this Subsidiary Guarantee will not be discharged except by complete performance of the Obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to an Issuerthe Company, the Guarantors, or any Note Custodian, Trustee Trustee, liquidator or other similar official acting in relation to any of either the Issuers Company or the Guarantors, any amount paid by an Issuer or any Guarantor either to the Trustee or such Holder, the this Subsidiary GuaranteesGuarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to, and hereby waives, any right of subrogation in relation to the Holders in respect of any Obligations guaranteed herebyhereby until payment in full of the Obligations hereunder. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (ax) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of its this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed therebyhereby, and (by) in the event of any declaration of acceleration of such Obligations as provided in Article 6 hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor Guarantors for the purpose of its this Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-non- paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantees.
Appears in 1 contract
Samples: Indenture (Katz Media Group Inc)
Subsidiary Guarantees. The Company's Obligations under the Notes, this Indenture and the Collateral Documents will be jointly and severally guaranteed by any Restricted Subsidiary (a "Guarantor") which is required to execute and deliver a supplemental indenture pursuant to Section 4.15 hereof (the "Subsidiary Guarantees"). Subject to the provisions of this Article 1011, each of the Guarantors herebyany such Guarantor will, jointly and severally, unconditionally guarantees, on a senior secured basis, guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes held thereby and or the Obligations of the Issuers hereunder and thereunderCompany under this Indenture or the Notes, that: (ai) the principal of and of, premium, if any, and interest on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturitythe maturity or interest payment or mandatory redemption date, by acceleration, upon repurchase or redemption call for redemption, offer to purchase or otherwise, and interest on the overdue principal of of, premium, and premium and (to the extent permitted by law) interest interest, if any, on the Notes, Notes and all other payment Obligations of the Issuers Company to the Holders or the Trustee hereunder under this Indenture, the Collateral Documents, or thereunder the Notes will be promptly paid in full and or performed, all in accordance with the terms hereof of this Indenture, the Collateral Documents, and thereofthe Notes; and (bii) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, the same they will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitymaturity, by acceleration, upon repurchase or redemption acceleration or otherwise; and (iii) any and all costs and expenses (including reasonable attorneys' fees) incurred by the Trustee or any Holder in enforcing any rights under any Subsidiary Guarantee will be paid. Failing payment when so due of any amount so guaranteed for whatever reason, the Guarantors any Guarantor will be jointly and severally obligated ( subject to any grace periods allowed pursuant to Section 6.01 hereof) to pay the same immediatelywhether or not such failure to pay has become an Event of Default which could cause acceleration pursuant to Section 6.02 hereof. An Event of Default under this Indenture or the Notes shall constitute an event of default under the any Subsidiary GuaranteesGuarantee, and shall entitle the Holders of Notes to accelerate the obligations Obligations of the Guarantors any Guarantor hereunder in the same manner and to the same extent as the Obligations of the IssuersCompany. The Guarantors hereby Any Guarantor will agree that their obligations its Obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against an Issuerthe Company, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a any Guarantor. Each Any Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of an Issuer, any right to require a proceeding first against an Issuereither or both of the Company, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee will not be discharged except by complete performance of the Obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to an Issuer, the Guarantors, or any Custodian, Trustee or other similar official acting in relation to any of the Issuers or the Guarantors, any amount paid by an Issuer or any Guarantor to the Trustee or such Holder, the Subsidiary Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to, and hereby waives, any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (a) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of its Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed thereby, and (b) in the event of any declaration of acceleration of such Obligations as provided in Article 6 hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of its Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantees.be
Appears in 1 contract
Samples: Indenture (Prime Hospitality Corp)
Subsidiary Guarantees. Subject to this Article 10, each of the The Subsidiary Guarantors hereby, jointly and severally, unconditionally guarantees, guarantee on a senior secured basis, unsecured basis and as primary obligor and not merely as surety to each Holder of a Note authenticated and delivered by the Trustee the full and to the Trustee and its successors and assignspunctual payment when due, irrespective whether at maturity, by acceleration, by redemption or otherwise, of the validity and enforceability of this Indentureprincipal of, the Notes held thereby and the Obligations of the Issuers hereunder and thereunder, that: (a) the principal of and premium, if any, and interest on the Notes will be promptly paid and all other obligations and liabilities of the Company under this Supplemental Indenture and the Base Indenture (as it relates to the Notes) (including without limitation interest accruing after the filing of any petition in full when duebankruptcy, subject or the commencement of any insolvency, reorganization or like proceeding, relating to the Company or any applicable grace period, Subsidiary Guarantor whether at Stated Maturity, by acceleration, upon repurchase or redemption not a claim for post-filing or otherwise, and post-petition interest on is allowed in such proceeding) (all the overdue principal of and premium and foregoing being hereinafter collectively called the “Obligations”). Each Subsidiary Guarantor further agrees (to the extent permitted by law) interest on that the Obligations may be extended, renewed or increased (including in connection with the issuance of Additional Notes) in whole or in part, without notice or further assent from it, and all other payment Obligations of the Issuers to the Holders or the Trustee hereunder or thereunder will be promptly paid in full and performed, all in accordance with the terms hereof and thereof; and (b) in case of that it shall remain bound under this Article IX notwithstanding any extension of time of payment or renewal of any Notes Obligation. To evidence its Subsidiary Guarantee set forth in this Section 9.1, each Subsidiary Guarantor hereby agrees that this Supplemental Indenture (or a supplemental indenture to the Base Indenture in substantially the form of Exhibit B to this Supplemental Indenture) shall be executed on behalf of such Subsidiary Guarantor by an Officer of such Subsidiary Guarantor. The Subsidiary Guarantee of any Subsidiary Guarantor shall be evidenced solely by its execution and delivery of this Supplemental Indenture (or, in the case of any Subsidiary Guarantor that is not party to this Supplemental Indenture on the Issue Date, a supplemental indenture hereto in substantially the form of Exhibit B hereto) and not by an endorsement on, or attachment to, any Note or any of such other Obligations, the same will be promptly paid in full when due Guarantee or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise. Failing payment when so due of any amount so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Issuers. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or notation thereof, the recovery of any judgment against an Issuer, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Subsidiary Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of an Issuer, any right to require a proceeding first against an Issuer, protest, notice and all demands whatsoever and covenants agrees that its Subsidiary Guarantee will not set forth in this Section 9.1 shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Subsidiary Guarantee on the Notes. If an Officer whose signature is on this Supplemental Indenture or another indenture supplement to the Base Indenture no longer holds that office at the time the Trustee authenticates the Note, the Subsidiary Guarantee shall be discharged except valid nevertheless. The delivery of any Note by complete performance the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Subsidiary Guarantee set forth in this Supplemental Indenture on behalf of the Subsidiary Guarantors. Each Subsidiary Guarantor waives presentation to, demand of payment from and protest to the Company of any of the Obligations contained in and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Notes and this or the Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (a) the failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Company or any other person under the Indenture. If , the Notes or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of the Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee is required for the Obligations or any of them; (e) the failure of any Holder to exercise any right or remedy against any other Subsidiary Guarantor; or (f) any change in the ownership of the Company. Each Subsidiary Guarantor further agrees that its Guarantee herein constitutes a Guarantee of payment when due (and not a Guarantee of collection) and waives any right to require that any resort be had by any court or otherwise to return to an Issuer, the Guarantors, or any Custodian, Trustee or other similar official acting in relation Holder to any security held for payment of the Issuers or the Guarantors, any amount paid by an Issuer or any Obligations. The obligations of each Subsidiary Guarantor to the Trustee or such Holder, the Subsidiary Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it hereunder shall not be entitled tosubject to any reduction, and hereby waiveslimitation, impairment or termination for any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the reason (other hand, (a) the maturity than payment of the Obligations guaranteed hereby may in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be accelerated as provided in Article 6 hereof for subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the purposes of its Subsidiary Guaranteeinvalidity, notwithstanding any stay, injunction illegality or other prohibition preventing such acceleration in respect unenforceability of the Obligations guaranteed thereby, and (b) in the event of any declaration of acceleration of such Obligations as provided in Article 6 hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of its Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantees.or
Appears in 1 contract
Subsidiary Guarantees. Subject to this Article 10, each of the Guarantors herebyEach Subsidiary Guarantor, jointly and severally, hereby unconditionally guarantees, on a senior secured basis, guarantees to each Holder of a Note Debenture authenticated and delivered by the Trustee and to the Trustee and its their respective successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes held thereby and Debentures or the Obligations obligations of the Issuers Company hereunder and or thereunder, that: :
(a) the principal of and premium, if any, any premium and interest on the Notes will Debentures shall be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise, and interest on the overdue principal of and interest on premium and (to the extent permitted by law) interest on the NotesDebentures, if any, if lawful, and all other payment Obligations obligations of the Issuers Company to the Holders or the Trustee hereunder or thereunder will shall be promptly paid in full and or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes Debentures or any of such other Obligationsobligations, that the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitystated maturity, by acceleration, upon repurchase or redemption acceleration or otherwise. Failing payment when so due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors will shall be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the The Subsidiary Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Issuers. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Debentures or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against an Issuerthe Company, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantor. Each Subsidiary Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of an Issuerthe Company, any right to require a proceeding first against an Issuerthe Company, protest, notice and all demands whatsoever and covenants that its this Subsidiary Guarantee will shall not be discharged (other than in accordance with Article Four or Section 1404 of this Indenture) except by complete performance of the Obligations obligations contained in the Notes Debentures and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to an Issuer, the Company or Subsidiary Guarantors, or any Custodiancustodian, Trustee trustee, liquidator or other similar official acting in relation to any of either the Issuers Company or the Subsidiary Guarantors, any amount paid by an Issuer or any Guarantor either to the Trustee or such Holder, the this Subsidiary GuaranteesGuarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to, and hereby waives, any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the Subsidiary Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (ax) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 hereof Five for the purposes of its this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed thereby, hereby and (by) in the event of any declaration of acceleration of such Obligations obligations as provided in Article 6 hereofFive, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor Subsidiary Guarantors for the purpose of this Subsidiary Guarantee. In order to provide for just and equitable contribution among the Subsidiary Guarantors, in the event any payment or distribution is made by any Subsidiary Guarantor (a "Funding Subsidiary Guarantor") under its Subsidiary Guarantee. The Guarantors , such Funding Subsidiary Guarantor shall have the right be entitled to seek a contribution from each other Subsidiary Guarantor in a pro rata amount based on the Adjusted Net Assets of each Subsidiary Guarantor (including the Funding Subsidiary Guarantor) for all payments, damages and expenses incurred by the Funding Subsidiary Guarantor in discharging the Company's obligations with respect to the Debentures or any non-paying other Subsidiary Guarantor's obligations with respect to any Subsidiary Guarantee. Each Subsidiary Guarantor so long as the agrees that it will not be entitled to exercise any right of such right does not impair the rights of subrogation or contribution in relation to the Holders of Debentures in respect of any obligations guaranteed hereby until payment in full of all amounts guaranteed under the Subsidiary Guaranteesthis Section 1401.
Appears in 1 contract
Samples: Third Supplemental Indenture (Pride International Inc)
Subsidiary Guarantees. Subject to this Article 10SUBORDINATED TO PRIOR PAYMENT OF ALL GUARANTOR SENIOR INDEBTEDNESS UPON DISSOLUTION, each ETC. Upon any distribution of the Guarantors hereby, jointly and severally, unconditionally guarantees, Properties of any Subsidiary Guarantor or payment on a senior secured basis, to each Holder behalf of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes held thereby and the Obligations of the Issuers hereunder and thereunder, that: (a) the principal of and premium, if any, and interest on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise, and interest on the overdue principal of and premium and (to the extent permitted by law) interest on the Notes, and all other payment Obligations of the Issuers to the Holders or the Trustee hereunder or thereunder will be promptly paid in full and performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise. Failing payment when so due of any amount so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Issuers. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against an Issuer, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of an Issuer, any right to require a proceeding first against an Issuer, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee will not be discharged except by complete performance of the Obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to an Issuer, the Guarantors, or any Custodian, Trustee or other similar official acting in relation to any of the Issuers or the Guarantors, any amount paid by an Issuer or any Guarantor to the Trustee or such Holder, the Subsidiary Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to, and hereby waives, any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (a) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of its Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed thereby, and (b) in the event of any declaration of acceleration Insolvency or Liquidation Proceeding with respect to such Subsidiary Guarantor:
(1) the holders of such Obligations as provided Subsidiary Guarantor's Guarantor Senior Indebtedness shall be entitled to reserve payment in full of such Guarantor Senior Indebtedness, or provision must be made for such payment, before the Holders are entitled to receive any direct or indirect payment or distribution of any kind or character, whether in cash, property or securities (other than Permitted Guarantor Junior Securities), on account of any payment in respect of such Subsidiary Guarantor's Subsidiary Guarantee;
(2) any direct or indirect payment or distribution of Properties of such Subsidiary Guarantor of any kind or character, whether in cash, property or securities (other than a payment or distribution in the form of Permitted Guarantor Junior Securities), by set-off or otherwise, to which the Holders or the Trustee, on behalf of the Holders, would be entitled except for the provisions of this Article 6 hereofXIII, shall be paid by the Subsidiary Guarantor or by any liquidating trustee or agent or other Person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of such Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Guarantor Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of such Senior Guarantor Indebtedness held or represented by each, to the extent necessary to make payment in full of all such Guarantor Senior Indebtedness after giving effect to any concurrent payment or distribution to the holders of such Guarantor Senior Indebtedness; and
(3) in the event that, notwithstanding the foregoing provisions of this Section 13.10, any direct or indirect payment or distribution of Properties of such Subsidiary Guarantor of any kind or character, whether in cash, property or securities (other than a payment or distribution in the form of Permitted Guarantor Junior Securities), shall be received by the Trustee or the Holders before all such Guarantor Senior Indebtedness is paid in full or otherwise discharged, such Obligations (whether Properties shall be received and held in trust for and shall be paid over to the holders of such Guarantor Senior Indebtedness remaining unpaid or not due and payable) their representatives, for application to the payment of such Guarantor Senior Indebtedness until all such Guarantor Senior Indebtedness shall forthwith become due and payable by have been paid or provided for in full, after giving effect to any concurrent payment or distribution to the holders of such Guarantor for the purpose of its Subsidiary GuaranteeSenior Indebtedness. The Guarantors Company or a Subsidiary Guarantor shall have give prompt written notice to the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights Trustee of the Holders under the occurrence of any Insolvency or Liquidation Proceeding with respect to such Subsidiary GuaranteesGuarantor.
Appears in 1 contract
Subsidiary Guarantees. (a) Subject to this Article 10Fourteen, each of the Guarantors hereby, jointly and severally, unconditionally guarantees, on a senior secured basis, guarantees to each Holder of a 6 ⅞% Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the 6 ⅞% Notes held thereby and or the Obligations obligations of the Issuers Company hereunder and or thereunder, that: :
(a1) the principal of and of, premium, if any, and interest on on, the 6 ⅞% Notes will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturityfinal maturity, by acceleration, upon repurchase or redemption or otherwise, and interest on the any overdue principal of of, premium, if any, and premium and (to the extent permitted by law) interest on the 6 ⅞% Notes, if lawful, and all other payment Obligations obligations of the Issuers Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full and or performed, all in accordance with the terms hereof and thereof; and and
(b2) in case of any extension of time of payment or renewal of any 6 ⅞% Notes or any of such other Obligationsobligations, the that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturityfinal maturity, by acceleration, upon repurchase or redemption or otherwise. Failing payment when so due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. An Event Each Guarantor agrees that this is a guarantee of Default under this Indenture or the Notes shall constitute an event payment and not a guarantee of default under the Subsidiary Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Issuers. collection.
(b) The Guarantors hereby agree that their obligations hereunder shall be are, to the extent permitted by applicable law, unconditional, irrespective of the validity, regularity or enforceability of the 6 ⅞% Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the 6 ⅞% Notes with respect to any provisions hereof or thereof, the recovery of any judgment against an Issuerthe Company, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each Guarantor further, to To the extent permitted by applicable law, each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of an Issuerthe Company, any right to require a proceeding first against an Issuerthe Company, protest, notice and all demands whatsoever and covenants covenant that its this Subsidiary Guarantee will not be discharged except by complete performance of the Obligations obligations contained in the 6 ⅞% Notes and this Indenture. .
(c) If any Holder or the Trustee is required by any court or otherwise to return to an Issuerthe Company, the Guarantors, Guarantors or any Custodiancustodian, Trustee trustee, liquidator or other similar official acting in relation to any of either the Issuers Company or the Guarantors, any amount paid by an Issuer or any Guarantor either to the Trustee or such Holder, the this Subsidiary GuaranteesGuarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. .
(d) Each Guarantor agrees that it shall will not be entitled to, and hereby waives, to any right of subrogation in relation to the Holders in respect of any Obligations obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, to the extent permitted by applicable law, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (a1) the maturity Maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 hereof Five of this Indenture for the purposes of its this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed therebyhereby, and (b2) in the event of any declaration of acceleration of such Obligations obligations as provided in Article 6 hereofFive of this Indenture, such Obligations obligations (whether or not due and payable) shall will forthwith become due and payable by the Guarantor Guarantors for the purpose of its this Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantees.
Appears in 1 contract
Samples: First Supplemental Indenture (Frontier Oil Corp /New/)
Subsidiary Guarantees. Subject to this Article 10, each of the Guarantors hereby, Each Subsidiary Guarantor hereby jointly and severally, fully, unconditionally guaranteesand irrevocably guarantees the Notes and obligations of the Company hereunder and thereunder, on a senior secured basis, and guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective on behalf of the validity and enforceability of this Indenture, the Notes held thereby and the Obligations of the Issuers hereunder and thereundersuch Holder, that: (a) the principal of (and premium, if any, ) and interest on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or call for redemption or otherwiseotherwise (including, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code), together with interest on the overdue principal, if any, and interest on the any overdue principal of and premium and (interest, to the extent permitted by law) interest on the Noteslawful, and all other payment Obligations obligations of the Issuers Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full and or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or of any of such other Obligationsobligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption acceleration or otherwise, subject, however, in the case of clauses (a) and (b) above, to the limitations set forth in Section 1306 hereof. Failing payment when so due Each of any amount so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantees, Guarantees shall be a guarantee of payment and shall entitle the Holders to accelerate the obligations not of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Issuerscollection. The Guarantors Each Subsidiary Guarantor hereby agree agrees that their its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against an Issuerthe Company, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantor. Each Subsidiary Guarantor further, to the extent permitted by law, hereby waives the benefits of diligence, presentment, demand of for payment, filing of claims with a court in the event of insolvency or bankruptcy of an Issuerthe Company, any right to require a proceeding first against an Issuerthe Company or any other Person, protest, notice and all demands whatsoever and covenants that its the Subsidiary Guarantee of such Subsidiary Guarantor will not be discharged as to any Note except by complete performance of the Obligations obligations contained in the Notes such Note and such Subsidiary Guarantee or as provided for in this Indenture. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor's Subsidiary Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Subsidiary Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to an Issuer, the GuarantorsCompany or any Subsidiary Guarantor, or any Custodiancustodian, Trustee trustee, liquidator or other similar official acting in relation to either the Company or any of the Issuers or the GuarantorsSubsidiary Guarantor, any amount paid by an Issuer or any Guarantor of them to the Trustee or such Holder, the Subsidiary GuaranteesGuarantee of each of the Subsidiary Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to, and hereby waives, any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the Guarantorseach Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (ax) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 Five hereof for the purposes of its the Subsidiary GuaranteeGuarantee of such Subsidiary Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed therebyhereby, and (by) in the event of any declaration of acceleration of such Obligations obligations as provided in Article 6 Five hereof, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by the each Subsidiary Guarantor for the purpose of its the Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise Guarantee of such right does not impair the rights of the Holders under the Subsidiary GuaranteesGuarantor.
Appears in 1 contract
Subsidiary Guarantees. Subject to this Article 10, each of the Guarantors hereby, jointly and severally, unconditionally guarantees, on a senior secured unsecured basis, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes held thereby and the Obligations of the Issuers hereunder and thereunder, that: (a) the principal of and premium, if any, interest and interest Additional Interest, if any, on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise, and interest on the overdue principal of and premium and (to the extent permitted by law) on the overdue principal of, premium, if any, interest and Additional Interest, if any, on the Notes, and all other payment Obligations of the Issuers to the Holders or the Trustee hereunder or thereunder will be promptly paid in full and performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise. Failing payment when so due of any amount so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Issuers. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against an Issuer, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of an Issuer, any right to require a proceeding first against an Issuer, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee will not be discharged except by complete performance of the Obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to an Issuer, the Guarantors, or any Custodian, Trustee or other similar official acting in relation to any of the Issuers or the Guarantors, any amount paid by an Issuer or any Guarantor to the Trustee or such Holder, the Subsidiary Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to, and hereby waives, any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (a) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of its Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed thereby, and (b) in the event of any declaration of acceleration of such Obligations as provided in Article 6 hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of its Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantees.
Appears in 1 contract
Samples: Indenture (PetroLogistics LP)
Subsidiary Guarantees. Subject to this Article 10(a) If, each of after the Guarantors herebyIssue Date, jointly and severally, unconditionally guarantees, on (i) any Material Domestic Subsidiary that is not already a senior secured basis, to each Holder Subsidiary Guarantor incurs any Indebtedness in excess of a Note authenticated De Minimis Amount, or issues any preferred stock or (ii) any Domestic Restricted Subsidiary incurs any Indebtedness whatsoever in respect of obligations under the Senior Credit Agreement, then such Subsidiary (referred to in clause (i) or (ii) of this sentence) will become a Subsidiary Guarantor by executing and delivered by delivering a supplemental indenture, in the Trustee and form provided for in this Indenture, to the Trustee and its successors and assigns, irrespective within 30 days of the validity and enforceability date on which it incurred such Indebtedness or issued such preferred stock (in each case, referred to in clause (i) or (ii) of this Indenture, the Notes held thereby and the Obligations of the Issuers hereunder and thereunder, that: (a) the principal of and premium, if any, and interest on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise, and interest on the overdue principal of and premium and (to the extent permitted by law) interest on the Notes, and all other payment Obligations of the Issuers to the Holders or the Trustee hereunder or thereunder will be promptly paid in full and performed, all in accordance with the terms hereof and thereof; and sentence).
(b) in case The Subsidiary Guarantee of a Subsidiary Guarantor will be released upon request of the Subsidiary Guarantor at such time as such Subsidiary Guarantor is not liable for any extension of Indebtedness and has no preferred stock outstanding, as long as at the time of payment such release (i) no Default or renewal Event of Default has occurred and is continuing, (ii) the Subsidiary Guarantor is not an obligor party to any Notes undrawn Credit Facility or any Credit Facility under which letters of such other Obligations, the same will be promptly paid in full when due credit are outstanding or performed in accordance with any instrument governing the terms of the extension undrawn Indebtedness or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise. Failing payment when so due of any amount so guaranteed for whatever reason, the Guarantors will be jointly Guarantee thereof and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under (iii) the Subsidiary Guarantees, and shall entitle Guarantor has not been liable under any Indebtedness whatsoever during the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Issuers. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against an Issuer, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of an Issuer, any right to require a proceeding first against an Issuer, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee will not be discharged except by complete performance of the Obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to an Issuer, the Guarantors, or any Custodian, Trustee or other similar official acting in relation to any of the Issuers or the Guarantors, any amount paid by an Issuer or any Guarantor to the Trustee or such Holder, the Subsidiary Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to, and hereby waives, any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (a) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of its Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed thereby, and (b) in the event of any declaration of acceleration of such Obligations as provided in Article 6 hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of its Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guaranteesimmediately preceding 181 consecutive days.
Appears in 1 contract
Samples: Fourth Supplemental Indenture (Oasis Petroleum Inc.)
Subsidiary Guarantees. Subject to this Article 10Section 11.05 hereof, each of the Guarantors hereby, hereby jointly and severally, unconditionally guarantees, and each Person who in the future becomes a Guarantor by executing a supplemental indenture in the form attached to this Indenture as Exhibit E shall jointly and severally, unconditionally guarantee, on a senior secured basis, subordinated basis to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes held thereby and the Obligations of the Issuers Company hereunder and thereunder, that: :
(a) the principal of of, and premium, if any, interest and interest on Liquidated Damages, if any, on, the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturitymaturity, by acceleration, upon repurchase or redemption or otherwise, and interest on the overdue principal of of, and premium and premium, if any, (to the extent permitted by law) interest on and Liquidated Damages, if any, on, the Notes, and all other payment Obligations of the Issuers Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full and performed, all in accordance with the terms hereof and thereof; and and
(b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitystated maturity, by acceleration, upon repurchase or redemption or otherwise. Failing payment when so due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders to accelerate the obligations Obligations of the Guarantors hereunder and under the Notes in the same manner and to the same extent as the Obligations of the IssuersCompany hereunder and under the Notes. The Guarantors hereby agree that their obligations Obligations hereunder shall be unconditional, irrespective of the validity, regularity validity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against an Issuerthe Company, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor furtherGuarantor, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of an Issuerthe Company, any right to require a proceeding first against an Issuerthe Company, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee will not be discharged except by complete performance of the Obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to an Issuerthe Company, the Guarantors, or any Note Custodian, Trustee Trustee, liquidator or other similar official acting in relation to any of either the Issuers Company or the Guarantors, any amount paid by an Issuer the Company or any Guarantor to the Trustee or such Holder, the this Subsidiary GuaranteesGuarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to, and hereby waives, any right to exercise any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby, except as provided under Section 11.05 hereof. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (ax) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 VI hereof for the purposes of its Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed thereby, and (by) in the event of any declaration of acceleration of such Obligations as provided in Article 6 VI hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by the each Guarantor for the purpose of its Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as pursuant to Section 11.05 hereof after the exercise of such right does not impair Notes and the rights of Obligations hereunder shall have been paid in full to the Holders under the Subsidiary Guarantees.
Appears in 1 contract
Samples: Indenture (Tesoro Alaska Co)
Subsidiary Guarantees. Subject to this Article 10, each of the Guarantors hereby, jointly and severally, unconditionally guarantees, on a senior secured basis, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Second Supplemental Indenture or the Indenture, the Notes held thereby and the Obligations of the Issuers Company hereunder and thereunder, that: (a) the principal of and premium, if any, and interest on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise, and interest on the overdue principal of and premium premium, if any, and (to the extent permitted by law) interest on the Notes, and all other payment Obligations of the Issuers Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full and performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise. Failing payment when so due of any amount so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or with respect to the Notes under the Indenture shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the IssuersCompany. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Second Supplemental Indenture or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against an Issuerthe Company, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of an Issuerthe Company, any right to require a proceeding first against an Issuerthe Company, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee will not be discharged except by complete performance of the Obligations contained in the Notes and this the Indenture. If any Holder or the Trustee is required by any court or otherwise to return to an Issuerthe Company, the Guarantors, or any Custodian, Trustee or other similar official acting in relation to any of either the Issuers Company or the Guarantors, any amount paid by an Issuer the Company or any Guarantor to the Trustee or such Holder, the Subsidiary Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to, and hereby waives, any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (a) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof Five of the Original Indenture for the purposes of its Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed thereby, and (b) in the event of any declaration of acceleration of such Obligations as provided in Article 6 hereofFive of the Original Indenture, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of its Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantees.
Appears in 1 contract
Samples: Second Supplemental Indenture (Whiting Petroleum Corp)
Subsidiary Guarantees. Subject If the Company or any of its Restricted Subsidiaries shall acquire or create another Restricted Subsidiary after the Issue Date, other than a Foreign Subsidiary, then the Company shall cause such newly acquired or created Restricted Subsidiary to become a Guarantor and
(i) execute a supplemental indenture, in accordance with the terms of this Article 10Indenture, each of the Guarantors hereby, jointly and severally, pursuant to which such Restricted Subsidiary shall unconditionally guaranteesGuarantee, on a senior secured basis, to each Holder all of a Note authenticated the Company's Obligations under the Notes and delivered by this Indenture on the Trustee terms set forth in this Indenture;
(ii) execute and deliver to the Trustee and its successors and assignsCollateral Agent such amendments or supplements to the Collateral Agreements as the Collateral Agent deems necessary in order to grant to the Collateral Agent, irrespective for the benefit of the validity and enforceability Holders, a perfected second-priority security interest in the Equity Interests of this Indenturesuch Restricted Subsidiary, the Notes held thereby and the Obligations of the Issuers hereunder and thereunder, that: subject to (a) nonconsensual Permitted Liens arising by operation of law and entitled by operation of law to priority over the principal of and premium, if any, and interest on Liens securing the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise, and interest on the overdue principal of and premium and (to the extent permitted by law) interest on the Notes, and all other payment Obligations of the Issuers to the Holders or the Trustee hereunder or thereunder will be promptly paid in full and performed, all in accordance with the terms hereof and thereof; Note Guarantees and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, the same will be promptly paid in full when due or performed in accordance with prior lien permitted to exist pursuant to the terms of the extension Intercreditor Agreement and clause (i) of the definition of Permitted Liens, which are owned by the Company or renewala Restricted Subsidiary of the Company and are required to be pledged pursuant to the Collateral Agreements;
(iii) take such actions as are necessary to grant to the Collateral Agent for the benefit of the Holders a perfected second-priority security interest in the assets, other than Excluded Assets, of such Restricted Subsidiary, subject to any applicable grace periodPermitted Liens, whether at Stated Maturity, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by acceleration, upon repurchase the Collateral Agreements or redemption by law or otherwise. Failing payment when so due of any amount so guaranteed for whatever reason, as may be reasonably requested by the Guarantors will be jointly Collateral Agent;
(iv) take such further action and severally obligated to pay the same immediately. An Event of Default under execute and deliver such other documents specified in this Indenture or the Notes shall constitute an event of default under Collateral Agreements or otherwise reasonably requested by the Subsidiary Guarantees, and shall entitle the Holders Trustee or Collateral Agent to accelerate the obligations of the Guarantors hereunder in the same manner and give effect to the same extent as the Obligations of the Issuers. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against an Issuer, any action to enforce the same or any other circumstance foregoing; and
(other than complete performancev) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of an Issuer, any right to require a proceeding first against an Issuer, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee will not be discharged except by complete performance of the Obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to an Issuer, the Guarantors, or any Custodian, Trustee or other similar official acting in relation to any of the Issuers or the Guarantors, any amount paid by an Issuer or any Guarantor deliver to the Trustee or an opinion of counsel and officer's certificate that such Holdersupplemental indenture and any other documents required to be delivered have been duly authorized, executed and delivered by such Restricted Subsidiary and constitutes a legal, valid, binding and enforceable obligation of such Restricted Subsidiary and such other reasonable and customary opinions regarding the perfection of such Liens in the Collateral of such Restricted Subsidiary Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to, and hereby waives, any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (a) the maturity of the Obligations guaranteed hereby may be accelerated as provided for in Article 6 hereof for this Indenture or the purposes of its Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed thereby, and (b) in the event of any declaration of acceleration of such Obligations as provided in Article 6 hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of its Subsidiary GuaranteeCollateral Agreements. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantees.66
Appears in 1 contract
Subsidiary Guarantees. Subject If the Company transfers or causes to this Article 10be transferred, each in one or a series of related transactions, property or assets (including, without limitation, businesses, divisions, real property, assets or equipment) having a fair market value (evidenced by a resolution of the Guarantors herebyBoard of Directors set forth in an Officers' Certificate delivered to the Trustee) exceeding $5 million to any Subsidiary of the Company, jointly the Company shall cause such transferee Subsidiary to (a) execute and severally, deliver to the Trustee a supplemental indenture in form and substance reasonably satisfactory to the Trustee pursuant to which such transferee Subsidiary shall unconditionally guaranteesGuarantee, on a senior secured basissubordinated basis (pursuant to subordination provisions substantially similar to Article 10), all of the Company's obligations under the Exchange Debentures on the terms set forth in this Indenture and (b) deliver to the Trustee an Opinion of Counsel reasonably satisfactory to the Trustee that such supplemental indenture has been duly executed and delivered by such transferee Subsidiary. The foregoing provisions of this Section 4.13 shall not apply to (i) transfers of property or assets (other than cash) by the Company to Subsidiaries in exchange for cash in an amount equal to the fair market value of such property or assets, as determined by the Board of Directors and evidenced by a resolution set forth in an Officers' Certificate or (ii) Restricted Payments permitted by Section 4.07. In the event a Subsidiary becomes a Subsidiary Guarantor pursuant to this Section 4.13, each such Subsidiary Guarantor shall unconditionally guarantee, on a senior subordinated basis (pursuant to subordination provisions substantially similar to Article 10), to each Holder of a Note an Exchange Debenture authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes held thereby and Exchange Debentures or the Obligations obligations of the Issuers Company hereunder and or thereunder, that: (a) the principal of and premium, if any, and interest on the Notes will Exchange Debentures shall be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturitymaturity, by acceleration, upon repurchase or redemption or otherwise, and interest on the overdue principal of and premium and (to the extent permitted by law) interest on the NotesExchange Debentures, if any, if lawful, and all other payment Obligations obligations of the Issuers Company to the Holders or the Trustee hereunder or thereunder will shall be promptly paid in full and or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes Exchange Debentures or any of such other Obligationsobligations, the that same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitystated maturity, by acceleration, upon repurchase or redemption acceleration or otherwise. Failing payment when so due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will each such Subsidiary Guarantor shall be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes Each such Subsidiary Guarantor shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Issuers. The Guarantors hereby agree that their its obligations hereunder under its Subsidiary Guarantee shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Exchange Debentures or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Exchange Debentures with respect to any provisions hereof or thereof, the recovery of any judgment against an Issuerthe Company, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each such Subsidiary Guarantor further, to the extent permitted by law, hereby waives shall waive diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of an Issuerthe Company, any right to require a proceeding first against an Issuerthe Company, protest, notice and all demands whatsoever and covenants covenant that its such Subsidiary Guarantee will not be discharged except by complete performance of the Obligations obligations contained in the Notes Exchange Debentures and this Indenture. If any Holder of an Exchange Debenture or the Trustee is required by any court or otherwise to return to an Issuer, the GuarantorsCompany or any such Subsidiary Guarantor, or any Custodian, Trustee trustee, liquidator or other similar official acting in relation to either the Company or any of the Issuers or the GuarantorsSubsidiary Guarantor, any amount paid by an Issuer or any Guarantor either to the Trustee or such HolderHolder of an Exchange Debenture, the such Subsidiary GuaranteesGuarantor's Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each such Subsidiary Guarantor agrees shall agree that it shall not be entitled to, and hereby waives, to any right of subrogation in relation to the Holders of the Exchange Debentures in respect of any Obligations obligations guaranteed herebyuntil payment in full of all obligations guaranteed. Each such Subsidiary Guarantor shall further agrees agree that, as between the Subsidiary Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (ax) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of its the Subsidiary GuaranteeGuarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed therebyobligations guaranteed, and (by) in the event of any declaration of acceleration of such Obligations obligations as provided in Article 6 hereof6, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor such Subsidiary Guarantors for the purpose of its the Subsidiary GuaranteeGuarantees. The Such Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders of the Exchange Debentures under the Subsidiary Guarantees. Each Subsidiary Guarantee shall provide that, in the event that a Subsidiary Guarantee would constitute or result in a violation of any applicable fraudulent conveyance or similar law of any relevant jurisdiction, the liability of a Subsidiary Guarantor under such Subsidiary Guarantee shall be reduced to the maximum amount permissible under such fraudulent conveyance or similar law.
Appears in 1 contract
