The Subsidiary Guaranty Sample Clauses

The Subsidiary Guaranty. The foregoing documents are hereinafter sometimes collectively called the “Loan Documents.” In the capacity described above and except as noted in the following paragraph, I have considered such matters of law and of fact, including the examination of originals or copies, certified or otherwise identified to my satisfaction, of such records and documents of the US Borrower and the Subsidiary Guarantors, certificates of officers and representatives of the US Borrower and the Subsidiary Guarantors, certificates of public officials and such other documents as I have deemed appropriate as a basis for the opinions hereinafter set forth. As to the factual matters forming a basis of my opinion, whenever an opinion with respect to the existence or absence of facts is qualified by the phrase “to my knowledge” it is intended to indicate that during the course of my representation of the US Borrower and of the Subsidiary Guarantors, as the case may be, no information has come to my attention, and, solely with respect to the opinion given in paragraph 3(b) below, no information has come to my attention after inquiry of those officers and employees of the US Borrower and the Subsidiary Guarantors who could reasonably be expected to have knowledge of the existence or absence of such facts, which would give me reason to question the accuracy of such facts. Except as specifically noted in this paragraph, I have not undertaken any other independent review or investigation to determine the existence or absence of such facts. Without limiting the foregoing, for purposes of my opinion expressed in paragraph 2(b)(iii) and (iv) hereof, I have not made any independent review or investigation of any agreements or instruments to which the US Borrower or any Subsidiary Guarantor is a party or by which the US Borrower or any Subsidiary Guarantor is bound, except that I have reviewed or caused to be reviewed those agreements and instruments listed on Schedule 4 which have been deemed to be “material” by the US Borrower, the UK Borrower and any Subsidiary Guarantor (such agreements and other documents collectively referred to herein as the “Reviewed Agreements”). The standard of materiality used by the US Borrower and the Subsidiary Guarantors is those agreements and instruments which, if terminated or canceled for default, by acceleration or otherwise, could reasonably be expected to have or cause a Material Adverse Effect. Furthermore, for purposes of my opinion expressed in paragra...

The Subsidiary Guaranty. Subject in each case to the provisions of Section 9.08, each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally guarantees as primary obligor and not merely as surety, the full and punctual payment as and when the same shall become due and payable (whether at stated maturity, upon acceleration or otherwise) of the principal and interest on each Revolving Credit Loan Note and Term Loan Note issued by the Borrower under this Agreement, the full and punctual payment of each Reimbursement Obligation in respect of the Revolving Letters of Credit under this Agreement and the full and punctual payment of all amounts payable by the Borrower under this Agreement in respect of the Revolving Credit Loan Facility and the Term Loans (the “Revolving Credit Loan/Term Loan Obligations”) (the guaranty referred to above is referred to as the “Subsidiary Guaranty”). Upon failure by the Borrower to pay punctually any such amount, the Subsidiary Guarantors shall forthwith on demand pay the amount not so paid at the place and in the manner specified in the Agreement. The Revolving Credit Loan/Term Loan Obligations of the Borrower guaranteed by the Subsidiary Guarantors are referred to as the “Guaranteed Obligations”. Without limiting the generality of the foregoing, each Subsidiary Guarantor’s liability hereunder shall extend to all amounts which constitute part of the obligations guaranteed by it hereunder and would be owed by the Borrower hereunder but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower.

The Subsidiary Guaranty. The documents furnished by each Loan Party pursuant to Section 3.01 of the Credit Agreement.

The Subsidiary Guaranty. The Subsidiary Guaranty ranks equally and ratably with all unsecured and unsubordinated obligations of each of the Subsidiary Guarantors generally, but subject to the right of any Person having preferred rights, whether such rights arise by contract, statute, law (or the operation thereof) or otherwise.

The Subsidiary Guaranty. Each of the Subsidiary Guarantors hereby unconditionally and irrevocably guarantees the due and punctual payment (whether at stated maturity, upon acceleration or otherwise) of the principal of and interest on each Note issued by the Borrower (and each Advance made to the Borrower not evidenced by a Note) pursuant to the Credit Agreement, and the due and punctual payment of all other amounts payable by the Borrower under the Credit Agreement. Upon failure by the Borrower to pay punctually any such amount, the Subsidiary Guarantors shall forthwith on demand jointly and severally pay the amount not so paid in the currency, at the place, in the manner and with the effect otherwise specified in Article 2 of the Credit Agreement (including, for the avoidance of doubt, Section 2.20, which shall apply mutatis mutandis as if each Subsidiary Guarantor were a Borrower). If payment has become due under this Subsidiary Guaranty as provided in the preceding sentence, each Subsidiary Guarantor further agrees that if any such payment in respect of any guaranteed amounts shall be at a place of payment other than New York and if, by reason of any applicable law, war or civil disturbance or similar event, payment of such amounts at such place of payment shall be impossible or, in the judgment of any applicable Bank, not consistent with the protection of its rights or interests, then, at the election of any applicable Bank, such Subsidiary Guarantor shall make payment of such amount in New York.

The Subsidiary Guaranty the Intercompany Subordination Agreement;

The Subsidiary Guaranty. The foregoing documents are hereinafter sometimes collectively called the “Opinion Documents.” In the capacity described above and except as noted in the following paragraph, we have considered such matters of law and of fact, including the examination of originals or copies, certified or otherwise identified to our satisfaction, of such records and documents of the Borrowers and the Subsidiary Guarantors, certificates of officers and representatives of the Borrowers and the Subsidiary Guarantors, certificates of public officials and such other documents as we have deemed appropriate as a basis for the opinions hereinafter set forth. In our examinations, we have assumed (i) the power and authority of all parties to enter into the Opinion Documents, (ii) the due authorization, valid execution and delivery of the Opinion Documents by all parties thereto, and (iii) except where this opinion expressly addresses such matters as to the Borrowers and the Subsidiary Guarantors, that each of the Opinion Documents is enforceable against such party. With your approval, for purposes of our opinions expressed herein, we have further assumed: (a) Each of the Borrowers and the Subsidiary Guarantors has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, as the case may be; and to the extent applicable, each of the Borrowers and the Subsidiary Guarantors that is a foreign corporation transacting business in the State of Georgia is in good standing as a foreign corporation under the laws of the State of Georgia; (b) Each of the Lenders and the Administrative Agent is duly organized and validly existing under the laws of the jurisdiction of its incorporation and is entitled to avail itself of the courts of the State of Georgia to enforce the Opinion Documents; and (c) The execution, delivery and performance by each of the Borrowers and the Subsidiary Guarantors of the Opinion Documents to which it is a party (i) require no action by or in respect of, or filing with, any governmental body, agency or official, and (ii) do not contravene or constitute a default under any provision of applicable law or regulation, or of the charter, bylaws or other organizational documents of any Borrower or any Subsidiary Guarantor, as the case may be, or of any judgment, injunction, order or decree or any material agreement, or other instrument binding upon any Borrower or any Subsidiary Guarantor, as the ca...

The Subsidiary Guaranty. In our examination of the above documents, we have assumed the genuineness of all signatures (other than of the officers, managers and holders of shares of stock of any of the Borrower and the Subsidiary Guarantors), the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as certified or photostatic copies. Whenever our opinion with respect to the existence or absence of facts is indicated to be based on our knowledge, we are referring only to the actual knowledge of those of our attorneys who have represented the Borrower or the Subsidiary Guarantors in connection with the transactions contemplated by the Credit Agreement and the Loan Documents. Based upon and subject to the foregoing, we are of the opinion that: (a) The Borrower is a Maryland corporation duly organized and validly existing and in good standing under the laws of Maryland, has all requisite power and authority to own or lease its Property and to carry on its business as now conducted, and is in good standing and authorized to do business in each jurisdiction in which the nature of the business conducted therein or the Property owned or leased therein make such qualification necessary. (b) Each Subsidiary Guarantor is a corporation, partnership, limited liability company, real estate investment trust or business trust, is validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to own or lease its Property and to carry on its business as now conducted, and is in good standing and authorized to do business in each other jurisdiction in which the nature of the business conducted therein or the Property owned or leased therein make such qualification necessary. (c) The Borrower and each Subsidiary Guarantor has full legal power and authority to enter into, execute, deliver and perform the terms of the Bank Documents to which it is a party, to obtain (in the case of the Borrower) extensions of credit hereunder and to incur the obligations contemplated thereby, all of which have been duly authorized by all proper and necessary corporate or other required action and are in full compliance with, and such execution, delivery, performance, obtaining and incurrence do not and will not violate any of the provisions of, their respective articles or certificate of incorporation or corporate charter, by-laws of other organizational or constitutive doc...

The Subsidiary Guaranty. Upon the basis of the foregoing, we are of the opinion that:

The Subsidiary Guaranty. Upon the basis of the foregoing, and assuming the due authorization, execution and delivery of the Company Documents, the Guarantor Documents and the other Operative Documents on behalf of the Company and the Subsidiary Guarantors (as to which you have agreed to rely, and that we may rely, on the opinion of Xxxxxx & Xxxxxx and the opinions of local counsel in Nevada and Georgia referred to therein), we are of the opinion that the Company Documents, the Guarantor Documents and the other Operative Documents are enforceable in accordance with their respective terms except as: (i) the enforceability thereof may be affected by bankruptcy, insolvency, reorganization, fraudulent conveyance, voidable preference, moratorium or similar laws applicable to creditors' rights or the collection of debtors' obligations generally; (ii) rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability; and (iii) the enforceability of certain of the remedial, waiver and other provisions of the Company Documents, the Guarantor Documents and the other Operative Documents may be further limited by the laws of the State of New York; provided that such additional laws do not, in our opinion, -------- substantially interfere with the practical realization of the benefits expressed in the Company Documents, the Guarantor Documents and the other Operative Documents, except for the economic consequences of any procedural delay which may result from such laws. In giving the foregoing opinion, we express no opinion as to the effect (if any) of any law of any jurisdiction except the State of New York. We express no opinion as to the effect of the compliance or noncompliance of the Lessor or any of the Lease Participants with any state or federal laws or regulations applicable to the Lessor or any of the Lease Participants by reason of the legal or regulatory status or the nature of the business of the Lessor or any of the Lease Participants. This opinion is delivered to you in connection with the transaction referenced above and may only be relied upon by you and any assignee of the Lessor and any future Lease Participant under the Investment Agreement without our prior written consent. Very truly yours, EXHIBIT E U.S. XPRESS ENTERPRISES, INC. COMPLIANCE CHECK LIST _______________________ _____________, _____ 1. Consolidations, Mergers and Sales of Assets. (Section 8.