Common use of Subsidiary Guaranties Clause in Contracts

Subsidiary Guaranties. As to each Subsidiary which on or before the date hereof has delivered a Guaranty pursuant to or is a borrower or an additional or co-obligor under the Credit Agreement, the Company will cause each such Subsidiary to, on the date hereof, (a) enter into a Subsidiary Guaranty and (b) deliver the following to each Purchaser: (i) an executed counterpart of such Subsidiary Guaranty; (ii) a certificate signed by an authorized responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect as those contained in Section 1 of the Subsidiary Guaranty attached hereto as Schedule 1(d); (iii) all such documents as may be reasonably requested by the Purchasers to evidence the due organization, continuing existence and good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder and under the Subsidiary Guaranty; and (iv) an opinion of counsel reasonably satisfactory to the Purchasers covering the matters described in Schedules 4.4(a)(1) and 4.4(a)(2) and such other matters relating to such Subsidiary and such Subsidiary Guaranty as the Purchasers may reasonably request.

Subsidiary Guaranties. As to each Subsidiary which on or before the date hereof has had delivered a Guaranty pursuant to or is a borrower or an additional or co-obligor under the any Material Credit AgreementFacility, the Company will cause each such Subsidiary to, on at the date hereofClosing, (a) enter into a Subsidiary Guaranty and (b) deliver the following to each Purchaser: (i) an executed counterpart of such Subsidiary Guaranty; (ii) a certificate signed by an authorized responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect effect, mutatis mutandis, as those contained in Section 1 Sections 5.1, 5.2, 5.6 and 5.7 of the this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty attached hereto as Schedule 1(drather than the Company);; Waste Connections, Inc. Note Purchase Agreement (iii) all such documents as may be reasonably and customarily requested by the Purchasers to evidence the due organization, continuing existence and good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder and under the Subsidiary Guarantythereunder; and (iv) an opinion of counsel reasonably satisfactory to the Purchasers covering the matters described in Schedules 4.4(a)(1) and 4.4(a)(2) and such other matters relating to such Subsidiary and such Subsidiary Guaranty as the Purchasers may reasonably request.

Subsidiary Guaranties. As to each Subsidiary which on or before the date hereof has First Closing had delivered a Guaranty pursuant to to, or is a borrower or an additional or co-obligor under the under, any Material Credit AgreementFacility, the Company will cause each such Subsidiary to, on the date hereof, (a) enter into a Subsidiary Guaranty and (b) deliver the following to each Purchaser: (i) an executed counterpart of such Subsidiary Guaranty; (ii) a certificate signed by an authorized responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect effect, mutatis mutandis, as those contained in Section 1 Sections 5.1, 5.2, 5.6, 5.7 and 5.16 of the this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty attached hereto as Schedule 1(drather than the Company);; UGI UTILITIES, INC. NOTE PURCHASE AGREEMENT (iii) all such documents as may be reasonably requested by the Purchasers to evidence the due organization, continuing existence and good standing organizational documents as then in effect of such Subsidiary and the due authorization by all requisite action on resolutions and other corporate proceedings relating to the part of such Subsidiary of the authorization, execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder and under the Subsidiary Guaranty; and (iv) an opinion of counsel reasonably satisfactory to the Purchasers covering the matters described set forth in Schedules 4.4(a)(1Schedule 4.4(a) and 4.4(a)(2) and covering such other matters relating incident to the transactions contemplated hereby as such Subsidiary and such Subsidiary Guaranty as the Purchasers Purchaser or its counsel may reasonably requestrequest (and the Company hereby instructs its counsel to deliver such opinion to the Purchasers).

Subsidiary Guaranties. As to each Subsidiary which on or before the date hereof has Execution Date had delivered a Guaranty pursuant to to, or is a borrower or an additional or co-obligor under the under, any Material Credit AgreementFacility, the Company will cause each such Subsidiary to, on the date hereof, (a) enter into a Subsidiary Guaranty and (b) deliver the following to each Purchaser: (i) an executed counterpart of such Subsidiary Guaranty; (ii) a certificate signed by an authorized responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect effect, mutatis mutandis, as those contained in Section 1 Sections 5.1, 5.2, 5.6, 5.7 and 5.16 of the this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty attached hereto as Schedule 1(drather than the Company); (iii) all such documents as may be reasonably requested by the Purchasers to evidence the due organization, continuing existence and good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder and under the Subsidiary Guaranty; and (iv) an opinion of counsel reasonably satisfactory to the Purchasers covering the matters described in Schedules 4.4(a)(1) and 4.4(a)(2) and such other matters relating to such Subsidiary and such Subsidiary Guaranty as the Purchasers may reasonably request.. ‑4‑

Subsidiary Guaranties. As to each Subsidiary which on or before the date hereof has Closing had delivered a Guaranty pursuant to to, or is a borrower or an additional or co-obligor under the under, any Material Credit AgreementFacility, the Company will cause each such Subsidiary to, on the date hereof, (a) enter into a Subsidiary Guaranty and (b) deliver the following to each Purchaser: (i) an executed counterpart of such Subsidiary Guaranty; (ii) a certificate signed by an authorized responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect effect, mutatis mutandis, as those contained in Section 1 Sections 5.1, 5.2, 5.6, 5.7 and 5.16 of the this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty attached hereto as Schedule 1(drather than the Company); (iii) all such documents as may be reasonably requested by the Purchasers to evidence the due organization, continuing existence and good standing organizational documents as then in effect of such Subsidiary and the due authorization by all requisite action on resolutions and other corporate proceedings relating to the part of such Subsidiary of the authorization, execution and ‑4‑ delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder and under the Subsidiary Guaranty; and (iv) an opinion of counsel reasonably satisfactory to the Purchasers covering the matters described set forth in Schedules 4.4(a)(1Schedule 4.4(a) and 4.4(a)(2) and covering such other matters relating incident to the transactions contemplated hereby as such Subsidiary and such Subsidiary Guaranty as the Purchasers Purchaser or its counsel may reasonably requestrequest (and the Company hereby instructs its counsel to deliver such opinion to the Purchasers).

Subsidiary Guaranties. As to each Subsidiary which listed on or before the date hereof has delivered a Guaranty pursuant to or is a borrower or an additional or co-obligor under the Credit AgreementSchedule 4.12, the Company will cause each such Subsidiary to, on the date hereof, (a) enter into a Subsidiary Guaranty and (b) deliver the following to each Purchaser: (i) an executed counterpart of such Subsidiary Guaranty; (ii) a certificate signed by an authorized responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect effect, mutatis mutandis, as those contained in Section 1 Sections 5.1, 5.2, 5.6, 5.7 and 5.16 of the this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty attached hereto as Schedule 1(drather than the Company); (iii) all such documents as may be reasonably requested by the Purchasers to evidence the due organization, continuing existence and good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder and under the Subsidiary Guarantythereunder; and (iv) an opinion of counsel reasonably satisfactory to the Purchasers covering the such matters described set forth in Schedules 4.4(a)(1Schedule 4.4(a) and 4.4(a)(2) and such other matters relating to such Subsidiary and such Subsidiary Guaranty as the Purchasers may reasonably request.

Subsidiary Guaranties. As to each Subsidiary which on or before the date hereof has had delivered a Guaranty pursuant to or is a borrower or an additional or co-obligor under the any Material Credit AgreementFacility, the Company will cause each such Subsidiary to, on the date hereof, (a) enter into a Subsidiary Guaranty and (b) deliver the following to each Purchaser: (i) an executed counterpart of such Subsidiary Guaranty; (ii) a certificate signed by an authorized responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect effect, mutatis mutandis, as those contained in Section 1 Sections 5.1, 5.2, 5.6, 5.7 and 5.16 of the this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty attached hereto as Schedule 1(drather than the Company); (iii) all such documents as may be reasonably requested by the Purchasers to evidence the due organization, continuing existence and good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery ‑4‑ UGI Utilities, Inc. Note Purchase Agreement of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder and under the Subsidiary Guaranty; and (iv) an opinion of counsel reasonably satisfactory to the Purchasers covering the matters described in Schedules 4.4(a)(1) and 4.4(a)(2) and such other matters relating to such Subsidiary and such Subsidiary Guaranty as the Purchasers may reasonably request.

Subsidiary Guaranties. As to each Subsidiary which listed on or before the date hereof has delivered a Guaranty pursuant to or is a borrower or an additional or co-obligor under the Credit AgreementSchedule 4.12, the Company will cause each such Subsidiary to, on the date hereof, (a) enter into a Subsidiary Guaranty and (b) deliver the following to each Purchaser: (i) an executed counterpart of such Subsidiary Guaranty; (ii) a certificate signed by an authorized responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect effect, mutatis mutandis, as those contained in Section 1 Sections 5.1, 5.2, 5.6, 5.7 and 5.16 of the this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty attached hereto as Schedule 1(drather than the Company);; Xxxxx Industries, Inc. Note Purchase Agreement (iii) all such documents as may be reasonably requested by the Purchasers to evidence the due organization, continuing existence and good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder and under the Subsidiary Guarantythereunder; and (iv) an opinion of counsel reasonably satisfactory to the Purchasers covering the such matters described set forth in Schedules 4.4(a)(1Schedule 4.4(a) and 4.4(a)(2) and such other matters relating to such Subsidiary and such Subsidiary Guaranty as the Purchasers may reasonably request.