Subsidiary Guarantor Consent Sample Clauses

Subsidiary Guarantor Consent. The Agent shall have received (with a copy for each of the Banks) from each of the Subsidiary Guarantors a reaffirmation of the Subsidiary Guarantee executed by it in the form attached hereto.
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Subsidiary Guarantor Consent. Each of the undersigned, each being a Subsidiary Guarantor under, hereby consents to the entering into of the foregoing First Amendment and agrees to, and to be bound by, the provisions thereof. CF COMPOSITE, INC. By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President & Treasurer BEAUMONT AMMONIA INC. By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President & Treasurer BEAUMONT HOLDINGS CORPORATION BMC HOLDINGS INC. PORT XXXX CORPORATION TERRA CAPITAL, INC. TERRA CAPITAL HOLDINGS, INC. TERRA ENVIRONMENTAL TECHNOLOGIES INC. XXXXX XXXXXXX AMMONIA, INC. TERRA INDUSTRIES INC. TERRA INTERNATIONAL, INC. TERRA INTERNATIONAL (OKLAHOMA) INC. TERRA LP HOLDINGS LLC TERRA METHANOL CORPORATION TERRA MISSISSIPPI HOLDINGS CORP. TERRA MISSISSIPPI NITROGEN, INC. TERRA NITROGEN CORPORATION TERRA NITROGEN GP HOLDINGS INC. TERRA REAL ESTATE CORPORATION TERRA (U.K) HOLDINGS INC. By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President & Treasurer
Sample 1
Subsidiary Guarantor Consent. Each of the undersigned, each being a Subsidiary Guarantor under, and as defined in, the Subsidiary Guaranty referenced in the foregoing Waiver and Second Amendment, hereby consents to the entering into of the foregoing Waiver and Second Amendment and agrees to, and to be bound by, the provisions thereof. AXXXXX XXXXXX CO., as a Subsidiary Guarantor By:/s/GXXX X. XXXXXX Name: Gxxx X. Xxxxxx Title: Director AXXXXX DEEP SEAS, LTD., as a Subsidiary Guarantor By: AXXXXX XXXXXX CO., General Partner By:/s/RXXXXX X. XXXXXXX Name: Rxxxxx X. Xxxxxxx Title: Director AXXXXX OCEANICS AUSTRALIA PTY LIMITED, as a Subsidiary Guarantor By:/s/NXXX XXXXXXX Name: Nxxx Xxxxxxx Title: Director ALPHA AURORA COMPANY, By:/s/NXXX XXXXXXX Name: Nxxx Xxxxxxx Title: Director ALPHA FALCON DRILLING COMPANY, as a Subsidiary Guarantor By:/s/NXXX XXXXXXX Name: Nxxx Xxxxxxx Title: Director ALPHA FALCON COMPANY, as a Subsidiary Guarantor By:/s/NXXX XXXXXXX Name: Nxxx Xxxxxxx Title: Director SWIFTDRILL MALTA, as a Subsidiary Guarantor By:/s/NXXX XXXXXXX Name: Nxxx Xxxxxxx Title: Director of Axxxxx Oceanics Pacific Limited ANNEX A TO WAIVER AND SECOND AMENDMENT Report Titled Axxxxx Oceanics Inc. International Restructuring Steps
Sample 1
Subsidiary Guarantor Consent. Each of the undersigned hereby consents to the foregoing Amendment and hereby confirms and agrees that (a) notwithstanding the effectiveness of such Amendment, each Loan Document to which it is party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects, except that, on and after the effectiveness of such Amendment, each reference in the Loan Documents to the “Credit Agreement”, “thereunder”, “thereof” or words of like import shall mean and be a reference to the Credit Agreement as amended by such Amendment and (b) the Collateral Documents to which each of the undersigned is a party and all of the Collateral described therein do, and shall continue to, secure the payment of all of the Secured Obligations (in each case, as defined therein) except to the extent limited by the terms of the Collateral Documents. BERSEC INTERNATIONAL LLC XXXXXX & ASSOCIATES LLC XXXX-XXXXXXX SECURITIES, LLC XXXXXXXX METALS, LLC MARKET EDUCATIONAL INSTITUTE, LLC REFCO ADMINISTRATION, LLC REFCO CAPITAL LLC REFCO CAPITAL HOLDINGS, LLC REFCO CAPITAL MANAGEMENT, LLC REFCO CAPITAL TRADING LLC REFCO FINANCIAL, LLC REFCO FIXED ASSETS MANAGEMENT, LLC REFCO F/X ASSOCIATES, LLC REFCO GLOBAL CAPITAL MANAGEMENT LLC REFCO GLOBAL FUTURES, LLC REFCO GLOBAL HOLDINGS, LLC REFCO INFORMATION SERVICES, LLC REFCO MANAGED FUTURES, LLC REFCO MORTGAGE SECURITIES, LLC REFCO REGULATED COMPANIES, LLC SUMMIT MANAGEMENT, (NEWCO) LLC WESTMINSTER-REFCO MANAGEMENT LLC By: /s/ XXXXXXX XXXXXXX Name: Xxxxxxx Xxxxxxx Title: President
Sample 1
Subsidiary Guarantor Consent. Each of the undersigned, each being a Subsidiary Guarantor under, and as defined in, the Subsidiary Guaranty referenced in the foregoing Waiver and Second Amendment, hereby consents to the entering into of the foregoing Waiver and Second Amendment and agrees to, and to be bound by, the provisions thereof. XXXXXX XXXXXX CO., as a Subsidiary Guarantor By: /s/ XXXX X. XXXXXX Name: Xxxx X. Xxxxxx Title: Director XXXXXX DEEP SEAS, LTD., as a Subsidiary Guarantor By: XXXXXX XXXXXX CO., General Partner By: /s/ XXXXXX X. XXXXXXX Name: Xxxxxx X. Xxxxxxx Title: Director ALPHA BEACON COMPANY, as a Subsidiary Guarantor By:/s/ XXXX XXXXXXX Name: Xxxx Xxxxxxx Title: Director ALPHA HUNTER COMPANY, as a Subsidiary Guarantor By:/s/ XXXX XXXXXXX Name: Xxxx Xxxxxxx Title: Director ANNEX A TO WAIVER AND SECOND AMENDMENT Report Titled Xxxxxx Oceanics Inc. International Restructuring Steps
Sample 1

Related to Subsidiary Guarantor Consent

  • Release of a Subsidiary Guarantor Upon (i) the sale or disposition of a Subsidiary Guarantor (or all or substantially all of its assets) or (ii) the cessation by a Subsidiary Guarantor to guarantee any other Indebtedness of the Company or any other Subsidiary Guarantor other than a De Minimis Guaranteed Amount, in each case which is otherwise in compliance with the terms of this Indenture, including but not limited to the provisions of Section 10.02, such Subsidiary Guarantor shall be deemed released from all of its Guarantee and related obligations in this Indenture without any further action by the Trustee, the Company or such Subsidiary Guarantor. Subject to Section 8.07, upon the Company’s election, in compliance with the conditions set forth in Article Eight hereof, to exercise its rights pursuant to either Section 8.02 or 8.03 with respect to all outstanding Securities, each Subsidiary Guarantor shall be deemed released from all of its Guarantee and related obligations in this Indenture without any further action by the Trustee, the Company or any Subsidiary Guarantor. The Trustee shall deliver an appropriate instrument evidencing such release upon receipt of a request by the Company accompanied by an Officers’ Certificate and, in the case of the release of a Subsidiary Guarantor pursuant to clause (i) of the first sentence of this Section 10.04, an Opinion of Counsel certifying that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture. Any Subsidiary Guarantor not so released remains liable for the full amount of principal of and interest on the Securities as provided in this Article Ten.

  • Subsidiary Guarantor The Guaranteeing Subsidiary hereby agrees to be a Subsidiary Guarantor under the Indenture and to be bound by the terms of the Indenture applicable to Subsidiary Guarantors, including Article 10 thereof.

  • Subsidiary Guaranty (a) The payment by the Company of all amounts due with respect to the Notes and the performance by the Company of its obligations under this Agreement will be absolutely and unconditionally guaranteed by the Subsidiary Guarantors pursuant to the Guaranty Agreement dated as of the Closing Date, which shall be substantially in the form of Exhibit 2.2 attached hereto, and otherwise in accordance with the provisions of Section 9.7 hereof (the “Subsidiary Guaranty”).

  • Subsidiary Guaranties SECTION 11.01.

  • Additional Subsidiary Guarantors Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, the Company will cause any domestic Wholly Owned Subsidiary of the Company that becomes a Subsidiary after the date the Securities of a series are first issued hereunder to become a Subsidiary Guarantor as soon as practicable after such Subsidiary becomes a Subsidiary. The Company shall cause any such Wholly Owned Subsidiary to become a Subsidiary Guarantor with respect to the Securities by executing and delivering to the Trustee (a) a supplemental indenture, in form and substance satisfactory to the Trustee, which subjects such Person to the provisions (including the representations and warranties) of this Indenture as a Subsidiary Guarantor and (b) an Opinion of Counsel to the effect that such supplemental indenture has been duly authorized and executed by such Person and such supplemental indenture and such Person’s obligations under its Subsidiary Guarantee and this Indenture constitute the legal, valid, binding and enforceable obligations of such Person (subject to such customary exceptions concerning creditors’ rights and equitable principles as may be acceptable to the Trustee in its discretion).

  • Release of Subsidiary Guarantors from Guarantee (a) Notwithstanding any other provisions of this Indenture, the Guarantee of any Subsidiary Guarantor may be released upon the terms and subject to the conditions set forth in Section 11.02(b) and in this Section 14.04. Provided that no Default shall have occurred and shall be continuing under this Indenture, the Guarantee incurred by a Subsidiary Guarantor pursuant to this Article XIV shall be unconditionally released and discharged (i) automatically upon (A) any sale, exchange or transfer, whether by way of merger or otherwise, to any Person that is not an Affiliate of the Partnership, of all of the Partnership’s direct or indirect limited partnership or other equity interests in such Subsidiary Guarantor (provided such sale, exchange or transfer is not prohibited by this Indenture) or (B) the merger of such Subsidiary Guarantor into either of the Issuers or any other Subsidiary Guarantor or the liquidation and dissolution of such Subsidiary Guarantor (in each case to the extent not prohibited by this Indenture) or (ii) upon the Issuers’ delivery of a written notice to the Trustee of the release or discharge of all guarantees by such Subsidiary Guarantor of any Debt of the Issuers other than obligations arising under this Indenture and any Debt Securities issued hereunder, except a discharge or release by or as a result of payment under such guarantees.

  • Release of Subsidiary Guarantor A Subsidiary Guarantor shall be automatically released from its obligations under this Article 10 (other than any obligation that may have arisen under Section 10.7) upon:

  • Additional Subsidiary Guarantees If the Partnership or any of its Restricted Subsidiaries acquires or creates another Restricted Subsidiary after the Issue Date that guarantees any Indebtedness of either of the Issuers, then that newly acquired or created Restricted Subsidiary must become a Subsidiary Guarantor and execute a supplemental indenture satisfactory to the Trustee and deliver an Opinion of Counsel to the Trustee within 10 Business Days of the date on which it was acquired or created. If a Restricted Subsidiary that is not then a Subsidiary Guarantor guarantees Indebtedness of either of the Issuers or any other Restricted Subsidiary, such Restricted Subsidiary shall execute and deliver a Guarantee. The Partnership will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoing, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guarantee.

  • Limitation on Subsidiary Guarantor Liability Each Subsidiary Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Subsidiary Guarantee of such Subsidiary Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Subsidiary Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Subsidiary Guarantors hereby irrevocably agree that the obligations of such Subsidiary Guarantor will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Subsidiary Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under this Article Ten, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent transfer or conveyance. Each Subsidiary Guarantor that makes a payment for distribution under its Subsidiary Guarantee is entitled to a contribution from each other Subsidiary Guarantor in a pro rata amount based on the adjusted net assets of each Subsidiary Guarantor.

  • Release of Subsidiary Guarantors Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) all or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is sold (including by sale, merger, consolidation or otherwise) by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery by the Company of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen have been complied with, such Subsidiary Guarantor shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such series and under this Article Thirteen.

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