SUCCESSOR GUARANTEE Clause Samples
A Successor Guarantee clause ensures that the obligations and guarantees made by a party under an agreement remain binding on any successors or assigns of that party. In practice, this means that if a company is merged, acquired, or otherwise undergoes a change in control, the new entity or owner is still responsible for fulfilling the original guarantees. This clause is particularly important in long-term contracts or financial agreements, as it prevents parties from evading their responsibilities through restructuring or transfer. Its core function is to maintain continuity and enforceability of obligations, thereby protecting the interests of the other party in the event of organizational changes.
SUCCESSOR GUARANTEE. In the event that the Company consolidates with, merges with or into, or sells, conveys, transfers, leases or otherwise disposes of all or substantially all of its property and assets (in one transaction or a series of related transactions) to any Person and the Company is not the surviving entity, such surviving entity shall expressly assume all of the obligations of the Company under this Article III and shall execute a Note Guarantee to evidence such obligation.
SUCCESSOR GUARANTEE. Without derogating from any other terms of the CPA, Guarantor hereby agrees that it shall not voluntarily participate in any transaction or series of transactions if, after giving effect to such transaction or series of transactions, Contractor will become the subsidiary of another person or entity, unless at the time such transactions are consummated the entity with respect to which Contractor is or will be a subsidiary executes and delivers to United a guarantee of the obligations of Contractor under the CPA and all related agreements substantially in the form of this Guarantee. [***]=[CONFIDENTIAL PORTION HAS BEEN OMITTED BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED]