Unconditional Guarantee. Each of the Guarantors hereby, jointly and severally and unconditionally guarantees, on a senior subordinated basis (such guarantee to be referred to herein as a “Guarantee”) to each Holder of a Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns that: (a) the principal of and interest on the Securities shall be promptly paid in full when due (subject to any applicable grace periods) whether at maturity, xxxx xxxxxxxxxx, xxxx xxxxxxxxxx at the option of Holders pursuant to the provisions of the Securities relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Securities and all other Obligations of the Issuer to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.07 hereof) and all other Obligations shall be promptly paid in full 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 Securities or any of such other Obligations, the same 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 maturity, by acceleration or otherwise, subject, however, in the case of (a) and (b) to the limitations set forth in Section 11.04. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Issuer to the Holders under this Indenture or under the Securities, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Securities shall constitute an event of default under this Guarantee, and shall entitle the Holders of Securities to accelerate the Obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Issuer. Each of the Guarantors hereby agrees that its Obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the 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, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same, whether or not a Guarantee is affixed to any particular Security, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each of the 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 the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants that its Guarantee shall not be discharged except by complete performance of the Obligations contained in the Securities, this Indenture and this Guarantee. This Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Issuer or such Guarantor, any amount paid by the Issuer or such Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Securities and the Trustee, on the other hand, (a) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (b) in the event of any 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 Guarantors for the purpose of this Guarantee. No stockholder, officer, director, employee, agent or incorporator, past, present or future, of any Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its status as such stockholder, officer, director, employee, agent or incorporator. Each Guarantor (other than the Company) that makes a payment or distribution under its Guarantee will be entitled to a contribution from each other Guarantor in an amount pro rata, based on the net assets of each Guarantor (other than the Company), determined in accordance with GAAP.
Appears in 4 contracts
Samples: Indenture (Scientific Games Corp), Indenture (Scientific Games Corp), Indenture (Scientific Games Corp)
Unconditional Guarantee. Each of the Guarantors herebyGuarantor hereby fully and unconditionally, jointly and severally and unconditionally guaranteesseverally, on a senior subordinated basis guarantees (each such guarantee to be referred to herein as a the “Guarantee”) to each Holder the Holders of a Security authenticated and delivered by the Trustee Notes and to the Trustee and its successors and assigns that: (ai) the principal of and interest on the Securities shall Notes will be promptly paid in full when due (due, subject to any applicable grace periods) period, whether at maturity, xxxx xxxxxxxxxx, xxxx xxxxxxxxxx at the option of Holders pursuant to the provisions of the Securities relating thereto, by acceleration or otherwise, otherwise and interest on the overdue principal and (to the extent permitted by law) interestprincipal, if any, and interest on any interest of the Securities Notes and all other Obligations obligations of the Issuer Company to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.07 hereof) and all other Obligations shall will be promptly paid in full 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 Securities Notes or of any of such other Obligationsobligations, the same shall 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 or otherwiseotherwise (collectively, the “Guaranteed Obligations”), subject, however, in the case of clauses (ai) and (bii) above, to the limitations set forth in Section 11.04. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Issuer to the Holders under this Indenture or under the Securities, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Securities shall constitute an event of default under this Guarantee, and shall entitle the Holders of Securities to accelerate the Obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Issuer6.02. Each of the Guarantors Guarantor hereby agrees that its Obligations obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities Notes or this the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the IssuerCompany, any action to enforce the same, whether or not a Guarantee is affixed to any particular Security, same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each The obligations of each Guarantor hereunder are separate and independent of the Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy obligations of the IssuerCompany and of any other Guarantor, any right to require and a proceeding first separate action or actions may be brought and prosecuted against a Guarantor whether action is brought against the Issuer, protest, notice and all demands whatsoever and covenants that its Guarantee shall not be discharged except by complete performance of the Obligations contained in the Securities, this Indenture and this Guarantee. This Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or to any Guarantor, Company or any custodian, trustee, liquidator other Guarantor or whether the Company or any other similar official acting Guarantor is joined in relation to the Issuer any action or such Guarantor, any amount paid by the Issuer or such actions. The obligations of each Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, hereunder shall be reinstated survive and continue in full force and effect. Each effect until the earlier of (i) such time as such Guarantor further agrees thatmay be released from its obligations hereunder pursuant to the terms Section 6.06 hereof, as between it, or (ii) payment in full of the Guaranteed Obligations is actually received by the Holders or the Trustee on behalf of the one hand, Holders and the Holders period of Securities and time has expired during which any payment made by the TrusteeCompany or such Guarantor may be determined to be a Preferential Payment (defined below), on the other hand, (a) the maturity notwithstanding any release or termination of the Company’s or any other Guarantor’s liability by express or implied agreement or by operation of law and notwithstanding that the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 for the or any part thereof are deemed to have been paid or discharged by operation of law or by some act or agreement. For purposes of this Guarantee, notwithstanding any staythe Guaranteed Obligations shall be deemed to be paid only to the extent that the Holders, injunction or other prohibition preventing such acceleration in respect the Trustee on behalf of the Obligations guaranteed herebyHolders, and (b) in the event of any 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 Guarantors for the purpose of this Guarantee. No stockholder, officer, director, employee, agent or incorporator, past, present or future, of any Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its status as such stockholder, officer, director, employee, agent or incorporatoractually receive immediately available funds. Each Guarantor agrees that to the extent the Company or any other Guarantor makes any payment to the Holders, or to the Trustee on behalf of the Holders, in connection with the Guaranteed Obligations, and all or any part of such payment is subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid by the Holders or the Trustee or paid over to a trustee, receiver or any other entity, whether under any bankruptcy act or otherwise (other than any such payment is hereinafter referred to as a “Preferential Payment”), then this Guarantee shall continue to be effective or shall be reinstated, as the Company) that makes a case may be, and, to the extent of such payment or distribution under its Guarantee will repayment by the Holders or the Trustee, the Guaranteed Obligations or part thereof intended to be entitled to a contribution from each other Guarantor satisfied by such Preferential Payment shall be revived and continued in an amount pro rata, based on the net assets of each Guarantor (other than the Company), determined in accordance with GAAPfull force and effect as if said Preferential Payment had not been made.
Appears in 3 contracts
Samples: Supplemental Indenture (MDC Holdings Inc), Supplemental Indenture (MDC Holdings Inc), Supplemental Indenture (MDC Holdings Inc)
Unconditional Guarantee. Each of the Guarantors herebyGuarantor hereby unconditionally, jointly and severally and unconditionally guaranteesseverally, on a senior subordinated basis guarantees (each such guarantee to be referred to herein as a “Guarantee”) ), subject to Article XII, to each Holder of a Security authenticated and delivered by the Trustee Holders and to the Trustee and its their respective successors and assigns that: that (ai) the principal of and interest on the Securities shall Notes will be promptly paid in full when due (due, subject to any applicable grace periods) period, whether at maturity, xxxx xxxxxxxxxx, xxxx xxxxxxxxxx at the option of Holders pursuant to the provisions of the Securities relating thereto, by acceleration or otherwise, and interest on the overdue principal principal, if any, and (to the extent permitted by law) interest on any interest, if any, on to the Securities extent lawful, of the Notes and all other Obligations obligations of the Issuer Company to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.07 hereof) and all other Obligations shall will be promptly paid in full 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 Securities of the Notes or of any of such other Obligationsobligations, the same shall 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 or otherwise, subject, however, in the case of clauses (ai) and (bii) above, to the limitations set forth in Section 11.04. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Issuer to the Holders under this Indenture or under the Securities, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Securities shall constitute an event of default under this Guarantee, and shall entitle the Holders of Securities to accelerate the Obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Issuer11.5. Each of the Guarantors Guarantor hereby agrees that its Obligations obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities Holders with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the IssuerCompany, any action to enforce the same, whether or not a Guarantee is affixed to any particular Security, same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each of the Guarantors Guarantor hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, protest, notice and all demands whatsoever and covenants that its this Guarantee shall will not be discharged except by complete performance of the Obligations obligations contained in the SecuritiesNotes, this Indenture and in this Guarantee. This Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or to Company, any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Issuer Company or such any Guarantor, any amount paid by the Issuer Company or such any Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between iteach Guarantor, on the one hand, and the Holders of Securities 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 for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (by) in the event of any 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 Guarantors each Guarantor for the purpose of this Guarantee. No stockholder, officer, director, employee, agent or incorporator, past, present or future, of any Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its status as such stockholder, officer, director, employee, agent or incorporator. Each Guarantor (other than the Company) that makes a payment or distribution under its Guarantee will be entitled to a contribution from each other Guarantor in an amount pro rata, based on the net assets of each Guarantor (other than the Company), determined in accordance with GAAP.
Appears in 3 contracts
Samples: Indenture (Vertis Inc), Indenture (Vertis Inc), Indenture (Vertis Inc)
Unconditional Guarantee. Each of the Guarantors hereby, jointly and severally and unconditionally guarantees, on a senior subordinated secured basis (such guarantee to be referred to herein as a “Guarantee”) to each Holder of a Security authenticated and delivered by the Trustee and to the Trustee and its Collateral Agent and their respective successors and assigns that: (a) the principal of and interest on the Securities shall be promptly paid in full when due (subject to any applicable grace periods) whether at maturity, xxxx xxxxxxxxxx, xxxx xxxxxxxxxx at the option of Holders pursuant to the provisions of the Securities relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Securities and all other Obligations of the Issuer to the Holders Holders, the Trustee or the Trustee Collateral Agent hereunder or thereunder (including amounts due the Trustee under Section 7.07 hereof) and all other Obligations shall be promptly paid in full 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 Securities or any of such other Obligations, the same 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 maturity, by acceleration or otherwise, subject, however, in the case of (a) and (b) to the limitations set forth in Section 11.0410.04. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Issuer to the Holders under this Indenture or Indenture, under the SecuritiesSecurities or any Security Document, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or Indenture, the Securities or any Security Document shall constitute an event of default under this Guarantee, and shall entitle the Holders of Securities to accelerate the Obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Issuer. Each of the Guarantors hereby agrees that its Obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities Securities, this Indenture or this Indentureany Security Document, 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, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same, whether or not a Guarantee is affixed to any particular Security, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each of the 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 the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants that its Guarantee shall not be discharged except by complete performance of the Obligations contained in the Securities, this Indenture and this Guarantee. This Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Issuer or such Guarantor, any amount paid by the Issuer or such Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Securities and the Trustee, on the other hand, (a) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (b) in the event of any 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 Guarantors for the purpose of this Guarantee. No stockholder, officer, director, employee, agent or incorporator, past, present or future, of any Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its status as such stockholder, officer, director, employee, agent or incorporator. Each Guarantor (other than the Company) that makes a payment or distribution under its Guarantee will be entitled to a contribution from each other Guarantor in an amount pro rata, based on the net assets of each Guarantor (other than the Company), determined in accordance with GAAP.
Appears in 3 contracts
Samples: Indenture (Scientific Games Corp), Indenture (Scientific Games Corp), Indenture (Scientific Games Corp)
Unconditional Guarantee. Each of the Guarantors hereby, jointly and severally and unconditionally guarantees, on a senior subordinated unsecured basis (such guarantee to be referred to herein as a “Guarantee”) to each Holder of a Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns that: (a) the principal of and interest on the Securities shall be promptly paid in full when due (subject to any applicable grace periods) whether at maturity, xxxx uxxx xxxxxxxxxx, xxxx xxxxxxxxxx at the option of Holders pursuant to the provisions of the Securities relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Securities and all other Obligations of the Issuer to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.07 hereof) and all other Obligations shall be promptly paid in full 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 Securities or any of such other Obligations, the same 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 maturity, by acceleration or otherwise, subject, however, in the case of (a) and (b) to the limitations set forth in Section 11.0410.04. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Issuer to the Holders under this Indenture or under the Securities, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or under the Securities shall constitute an event of default under this Guarantee, and shall entitle the Holders of Securities to accelerate the Obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Issuer. Each of the Guarantors hereby agrees that its Obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the 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, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same, whether or not a Guarantee is affixed to any particular Security, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each of the 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 the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants that its Guarantee shall not be discharged except by complete performance of the Obligations contained in the Securities, this Indenture and this Guarantee. This Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Issuer or such Guarantor, any amount paid by the Issuer or such Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Securities and the Trustee, on the other hand, (a) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (b) in the event of any 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 Guarantors for the purpose of this Guarantee. No stockholder, officer, director, employee, agent or incorporator, past, present or future, of any Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its status as such stockholder, officer, director, employee, agent or incorporator. Each Guarantor (other than the Company) that makes a payment or distribution under its Guarantee will be entitled to a contribution from each other Guarantor in an amount pro rata, based on the net assets of each Guarantor (other than the Company), determined in accordance with GAAP.
Appears in 3 contracts
Samples: Indenture (Scientific Games Corp), Indenture (Scientific Games Corp), Indenture (Scientific Games Corp)
Unconditional Guarantee. Each of the Guarantors hereby, jointly and severally and unconditionally guarantees, on a senior subordinated basis (such guarantee to be referred to herein as a “Guarantee”) to each Holder of a Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns that: (a) the principal of The Guarantor does hereby fully and interest on the Securities shall be promptly paid in full when due (subject to any applicable grace periods) whether at maturity, xxxx xxxxxxxxxx, xxxx xxxxxxxxxx at the option of Holders pursuant unconditionally guarantee to the provisions Holders of the Securities relating theretoof each series all payments of principal, by acceleration or otherwisepremium, if any, and interest on the overdue principal and (to the extent permitted by law) interestsuch Securities when due, if any, on the Securities and all other Obligations of the Issuer to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.07 hereof) and all other Obligations shall be promptly paid in full or performed, all in accordance with the terms hereof provisions of such series of Securities and thereof; and this Indenture.
(b) in case The Guarantor hereby waives notice of any extension acceptance of time the Guarantee and of default of performance by the Company, and hereby agrees that payment or renewal of any Securities or any of such other Obligations, under the same Guarantee 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 maturity, by acceleration or otherwise, subject, howeverno condition other than the giving of a written request for payment stating the fact of default of performance, in the case of (a) and (b) to the limitations set forth manner provided in Section 11.04. Failing payment when due 1.05 of any amount so guaranteed, or failing performance of any other obligation of the Issuer to the Holders under this Indenture or under the Securities, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Securities shall constitute an event of default under this Guarantee, and shall entitle the Holders of Securities to accelerate the Obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Issuer. Each of the Guarantors hereby agrees that its Obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the 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, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same, whether or not a Guarantee is affixed to any particular Security, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each of the 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 the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants that its Guarantee shall not be discharged except by complete performance of the Obligations contained in the Securities, this Indenture and this Guarantee. This The Guarantee is a guarantee of payment and not of collection. If .
(c) The obligations of the Guarantor under the Guarantee shall in no way be impaired by: (i) any Holder extension, amendment, modification or renewal of the Securities of the relevant series; (ii) any waiver of any Event of Default, extension of time or failure to enforce any of the provisions of the Securities of the relevant series or the Indenture; or (iii) any extension, moratorium or other relief granted to the Company pursuant to any applicable law or statute.
(d) The Guarantor shall be obligated to make payment under the Guarantee, for the benefit of the Holders of each series of Securities, in the same manner in which the Company is obligated to make payments on such series of Securities.
(e) Subject to clause (f) below, the Guarantor hereby agrees that:
(i) each series of Securities will be paid strictly in accordance with the terms of such series of Securities and the Indenture, regardless of the value, genuineness, validity, regularity or enforceability of such series of Securities and the Indenture, and of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Trustee is required with respect thereto, to the fullest extent permitted by law; and
(ii) the liability of the Guarantor to the extent herein set forth shall be absolute and unconditional, not subject to any court reduction, limitation, impairment, termination, defense, offset, counterclaim, or recoupment whatsoever (all of which are hereby expressly waived by the Guarantor), whether by reason of any claim of any character whatsoever, including, without limitation, any claim of waiver, release, surrender, alteration or compromise, or by reason of any liability at any time to the Guarantor or otherwise, whether based upon any obligations or any other agreement or otherwise, and howsoever arising, whether out of action or inaction or otherwise to return and whether resulting from default, willful misconduct, negligence or otherwise, and without limiting the foregoing, irrespective of:
(1) any lack of validity or enforceability of any agreement or instrument relating to the Issuer Securities of the relevant series;
(2) any change in the time, manner or to place of payment under, or in any Guarantorother term in respect of, all or any Securities of the relevant series, or any custodianother amendment or waiver of or consent to any departure from any other agreement relating to such series of Securities;
(3) any increase in, trusteeaddition to, liquidator exchange or release of, or nonperfection of any lien on or security interest in, any collateral, or any release or amendment or waiver of or consent to any departure from or failure to enforce any other guarantee, for all or any Securities of the relevant series;
(4) any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Company in respect the Securities of the relevant series;
(5) the absence of any action on the part of the Trustee to obtain payment under the Securities of the relevant series or the Indenture from the Company;
(6) any insolvency, bankruptcy, reorganization or dissolution, or any similar official acting proceeding of or in relation respect of the Company, including, without limitation, rejection of the Securities of the relevant series in such bankruptcy; or
(7) the absence of notice or any delay in any action to enforce any provision of the Securities of the relevant series or the Indenture or to exercise any right or remedy against the Guarantor or the Company, whether under the Indenture, the Securities of the relevant series or any agreement or any indulgence, compromise or extension granted.
(f) Notwithstanding anything to the Issuer contrary in the Guarantee, the Guarantor does not waive any defense that would be available to the Company based on a breach, default or such Guarantor, any amount paid misrepresentation by the Issuer Trustee, or such Guarantor failure of any condition to the Trustee Company’s obligations under the Indenture or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each illegality of any provision of the Indenture.
(g) The Guarantor further agrees that, as between it, on to the one hand, and extent that the Holders of Securities and Company or the Trustee, on the other hand, (a) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (b) in the event of any 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 Guarantors for the purpose of this Guarantee. No stockholder, officer, director, employee, agent or incorporator, past, present or future, of any Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its status as such stockholder, officer, director, employee, agent or incorporator. Each Guarantor (other than the Company) that makes a payment or distribution payments to the Trustee, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or repaid to the Company or the Guarantor or their respective estate, trustee, receiver or any other party under its any bankruptcy laws, state or federal law, common law or equitable cause, then to the extent of such payment or repayment, the Guarantee will and the advances or part thereof which have been paid, reduced or satisfied by such amount shall be entitled to a contribution from each other Guarantor reinstated and continued in an amount pro ratafull force and effect as of the date such initial payment, based on the net assets of each Guarantor (other than the Company), determined in accordance with GAAPreduction or satisfaction occurred.
Appears in 2 contracts
Samples: Indenture (Xl Group PLC), Indenture (XL Group Ltd.)
Unconditional Guarantee. Each of the Guarantors hereby, jointly and severally and unconditionally guarantees, on a senior subordinated unsecured basis (such guarantee to be referred to herein as a “Guarantee”) to each Holder of a Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns that: (a) the principal of and interest on the Securities shall be promptly paid in full when due (subject to any applicable grace periods) whether at maturity, xxxx xxxxxxxxxx, xxxx xxxxxxxxxx at the option of Holders pursuant to the provisions of the Securities relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Securities and all other Obligations of the Issuer to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.07 hereof) and all other Obligations shall be promptly paid in full 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 Securities or any of such other Obligations, the same 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 maturity, by acceleration or otherwise, subject, however, in the case of (a) and (b) to the limitations set forth in Section 11.0410.04. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Issuer to the Holders under this Indenture or under the Securities, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Securities shall constitute an event of default under this Guarantee, and shall entitle the Holders of Securities to accelerate the Obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Issuer. Each of the Guarantors hereby agrees that its Obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the 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, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same, whether or not a Guarantee is affixed to any particular Security, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each of the 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 the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants that its Guarantee shall not be discharged except by complete performance of the Obligations contained in the Securities, this Indenture and this Guarantee. This Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Issuer or such Guarantor, any amount paid by the Issuer or such Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Securities and the Trustee, on the other hand, (a) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (b) in the event of any 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 Guarantors for the purpose of this Guarantee. No stockholder, officer, director, employee, agent or incorporator, past, present or future, of any Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its status as such stockholder, officer, director, employee, agent or incorporator. Each Guarantor (other than the Company) that makes a payment or distribution under its Guarantee will be entitled to a contribution from each other Guarantor in an amount pro rata, based on the net assets of each Guarantor (other than the Company), determined in accordance with GAAP.
Appears in 2 contracts
Samples: Indenture (Scientific Games Corp), Indenture (Scientific Games Corp)
Unconditional Guarantee. Each of the Guarantors herebyGuarantor hereby fully and unconditionally, jointly and severally and unconditionally guaranteesseverally, on a senior subordinated basis guarantees (each such guarantee to be referred to herein as a the “Guarantee”) to each Holder the Holders of a Security authenticated and delivered by the Trustee Notes and to the Trustee and its successors and assigns that: (ai) the principal of and interest on the Securities shall Notes will be promptly paid in full when due (due, subject to any applicable grace periods) period, whether at maturity, xxxx xxxxxxxxxx, xxxx xxxxxxxxxx at the option of Holders pursuant to the provisions of the Securities relating thereto, by acceleration or otherwise, otherwise and interest on the overdue principal and (to the extent permitted by law) interestprincipal, if any, and interest on any interest of the Securities Notes and all other Obligations obligations of the Issuer Company to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.07 hereof) and all other Obligations shall will be promptly paid in full 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 Securities Notes or of any of such other Obligationsobligations, the same shall 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 or otherwiseotherwise (collectively, the “Guaranteed Obligations”), subject, however, in the case of clauses (ai) and (bii) above, to the limitations set forth in Section 11.04. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Issuer to the Holders under this Indenture or under the Securities, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Securities shall constitute an event of default under this Guarantee, and shall entitle the Holders of Securities to accelerate the Obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Issuer6.02 hereof. Each of the Guarantors Guarantor hereby agrees that its Obligations obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities Notes or this the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the IssuerCompany, any action to enforce the same, whether or not a Guarantee is affixed to any particular Security, same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each The obligations of each Guarantor hereunder are separate and independent of the Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy obligations of the IssuerCompany and of any other Guarantor, any right to require and a proceeding first separate action or actions may be brought and prosecuted against a Guarantor whether action is brought against the Issuer, protest, notice and all demands whatsoever and covenants that its Guarantee shall not be discharged except by complete performance of the Obligations contained in the Securities, this Indenture and this Guarantee. This Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or to any Guarantor, Company or any custodian, trustee, liquidator other Guarantor or whether the Company or any other similar official acting Guarantor is joined in relation to the Issuer any action or such Guarantor, any amount paid by the Issuer or such actions. The obligations of each Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, hereunder shall be reinstated survive and continue in full force and effect. Each effect until the earlier of (i) such time as such Guarantor further agrees thatmay be released from its obligations hereunder pursuant to the terms set forth in Section 6.06 hereof, as between it, or (ii) payment in full of the Guaranteed Obligations is actually received by the Holders or the Trustee on behalf of the one hand, Holders and the Holders period of Securities and time has expired during which any payment made by the TrusteeCompany or such Guarantor may be determined to be a Preferential Payment (defined below), on the other hand, (a) the maturity notwithstanding any release or termination of the Company’s or any other Guarantor’s liability by express or implied agreement or by operation of law and notwithstanding that the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 for the or any part thereof are deemed to have been paid or discharged by operation of law or by some act or agreement. For purposes of this Guarantee, notwithstanding any staythe Guaranteed Obligations shall be deemed to be paid only to the extent that the Holders, injunction or other prohibition preventing such acceleration in respect the Trustee on behalf of the Obligations guaranteed herebyHolders, and (b) in the event of any 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 Guarantors for the purpose of this Guarantee. No stockholder, officer, director, employee, agent or incorporator, past, present or future, of any Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its status as such stockholder, officer, director, employee, agent or incorporatoractually receive immediately available funds. Each Guarantor agrees that to the extent the Company or any other Guarantor makes any payment to the Holders, or to the Trustee on behalf of the Holders, in connection with the Guaranteed Obligations, and all or any part of such payment is subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid by the Holders or the Trustee or paid over to a trustee, receiver or any other entity, whether under any bankruptcy act or otherwise (other than any such payment is hereinafter referred to as a “Preferential Payment”), then this Guarantee shall continue to be effective or shall be reinstated, as the Company) that makes a case may be, and, to the extent of such payment or distribution under its Guarantee will repayment by the Holders or the Trustee, the Guaranteed Obligations or part thereof intended to be entitled to a contribution from each other Guarantor satisfied by such Preferential Payment shall be revived and continued in an amount pro rata, based on the net assets of each Guarantor (other than the Company), determined in accordance with GAAPfull force and effect as if said Preferential Payment had not been made.
Appears in 2 contracts
Samples: Supplemental Indenture (M.D.C. Holdings, Inc.), Supplemental Indenture (M.D.C. Holdings, Inc.)
Unconditional Guarantee. Each of the Guarantors hereby, jointly and severally and unconditionally guarantees, on a senior subordinated unsecured basis (such guarantee to be referred to herein as a “Guarantee”) to each Holder of a Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns that: (a) the principal of and interest on the Securities shall be promptly paid in full when due (subject to any applicable grace periods) whether at maturity, xxxx xxxxxxxxxxupon redemption, xxxx xxxxxxxxxx upon repurchase at the option of Holders pursuant to the provisions of the Securities relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Securities and all other Obligations of the Issuer to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.07 hereof) and all other Obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; thereof; and (b) in case of any extension of time of payment or renewal of any Securities or any of such other Obligations, the same 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 maturity, by acceleration or otherwise, subject, however, in the case of (a) and (b) to the limitations set forth in Section 11.0410.04. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Issuer to the Holders under this Indenture or under the Securities, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or under the Securities shall constitute an event of default under this Guarantee, and shall entitle the Holders of Securities to accelerate the Obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Issuer. Each of the Guarantors hereby agrees that its Obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the 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, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same, whether or not a Guarantee is affixed to any particular Security, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each of the 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 the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants that its Guarantee shall not be discharged except by complete performance of the Obligations contained in the Securities, this Indenture and this Guarantee. This Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Issuer or such Guarantor, any amount paid by the Issuer or such Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Securities and the Trustee, on the other hand, (a) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (b) in the event of any 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 Guarantors for the purpose of this Guarantee. No stockholder, officer, director, employee, agent or incorporator, past, present or future, of any Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its status as such stockholder, officer, director, employee, agent or incorporator. Each Guarantor (other than the Company) that makes a payment or distribution under its Guarantee will be entitled to a contribution from each other Guarantor in an amount pro rata, based on the net assets of each Guarantor (other than the Company), determined in accordance with GAAP.
Appears in 2 contracts
Unconditional Guarantee. Each of the Guarantors hereby, jointly and severally and unconditionally guarantees, on a senior subordinated basis (such guarantee to be referred to herein as a “Guarantee”) to each Holder of a Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns that: (a) the principal of The Guarantor does hereby fully and interest on the Securities shall be promptly paid in full when due (subject to any applicable grace periods) whether at maturity, xxxx xxxxxxxxxx, xxxx xxxxxxxxxx at the option of Holders pursuant unconditionally guarantee to the provisions Holders of the Securities relating theretoof each series all payments of principal, by acceleration or otherwisepremium, if any, and interest on the overdue principal and (to the extent permitted by law) interestsuch Securities when due, if any, on the Securities and all other Obligations of the Issuer to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.07 hereof) and all other Obligations shall be promptly paid in full 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 Securities or any provisions of such other Obligations, the same series of Securities and this Indenture. This Guarantee shall be promptly paid in full when due or performed in accordance made on a subordinated basis, with the terms of such subordination in respect of each series of Securities issued hereunder to be set forth in a supplemental indenture hereto.
(b) The Guarantor hereby waives notice of acceptance of the extension or renewalGuarantee and of default of performance by the Company, and hereby agrees that payment under the Guarantee shall be subject to any applicable grace period, whether at maturity, by acceleration or otherwise, subject, howeverno condition other than the giving of a written request for payment stating the fact of default of performance, in the case of (a) and (b) to the limitations set forth manner provided in Section 11.04. Failing payment when due 1.05 of any amount so guaranteed, or failing performance of any other obligation of the Issuer to the Holders under this Indenture or under the Securities, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Securities shall constitute an event of default under this Guarantee, and shall entitle the Holders of Securities to accelerate the Obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Issuer. Each of the Guarantors hereby agrees that its Obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the 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, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same, whether or not a Guarantee is affixed to any particular Security, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each of the 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 the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants that its Guarantee shall not be discharged except by complete performance of the Obligations contained in the Securities, this Indenture and this Guarantee. This The Guarantee is a guarantee of payment and not of collection. If .
(c) The obligations of the Guarantor under the Guarantee shall in no way be impaired by: (i) any Holder extension, amendment, modification or renewal of the Securities of the relevant series; (ii) any waiver of any Event of Default, extension of time or failure to enforce any of the provisions of the Securities of the relevant series or the Indenture; or (iii) any extension, moratorium or other relief granted to the Company pursuant to any applicable law or statute.
(d) The Guarantor shall be obligated to make payment under the Guarantee, for the benefit of the Holders of each series of Securities, in the same manner in which the Company is obligated to make payments on such series of Securities.
(e) Subject to clause (f) below, the Guarantor hereby agrees that:
(i) each series of Securities will be paid strictly in accordance with the terms of such series of Securities and the Indenture, regardless of the value, genuineness, validity, regularity or enforceability of such series of Securities and the Indenture, and of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Trustee is required with respect thereto, to the fullest extent permitted by law; and
(ii) the liability of the Guarantor to the extent herein set forth shall be absolute and unconditional, not subject to any court reduction, limitation, impairment, termination, defense, offset, counterclaim, or recoupment whatsoever (all of which are hereby expressly waived by the Guarantor), whether by reason of any claim of any character whatsoever, including, without limitation, any claim of waiver, release, surrender, alteration or compromise, or by reason of any liability at any time to the Guarantor or otherwise, whether based upon any obligations or any other agreement or otherwise, and howsoever arising, whether out of action or inaction or otherwise to return and whether resulting from default, willful misconduct, negligence or otherwise, and without limiting the foregoing, irrespective of:
(1) any lack of validity or enforceability of any agreement or instrument relating to the Issuer Securities of the relevant series;
(2) any change in the time, manner or to place of payment under, or in any Guarantorother term in respect of, all or any Securities of the relevant series, or any custodianother amendment or waiver of or consent to any departure from any other agreement relating to such series of Securities;
(3) any increase in, trusteeaddition to, liquidator exchange or release of, or nonperfection of any lien on or security interest in, any collateral, or any release or amendment or waiver of or consent to any departure from or failure to enforce any other guarantee, for all or any Securities of the relevant series;
(4) any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Company in respect the Securities of the relevant series;
(5) the absence of any action on the part of the Trustee to obtain payment under the Securities of the relevant series or the Indenture from the Company;
(6) any insolvency, bankruptcy, reorganization or dissolution, or any similar official acting proceeding of or in relation respect of the Company, including, without limitation, rejection of the Securities of the relevant series in such bankruptcy; or
(7) the absence of notice or any delay in any action to enforce any provision of the Securities of the relevant series or the Indenture or to exercise any right or remedy against the Guarantor or the Company, whether under the Indenture, the Securities of the relevant series or any agreement or any indulgence, compromise or extension granted.
(f) Notwithstanding anything to the Issuer contrary in the Guarantee, the Guarantor does not waive any defense that would be available to the Company based on a breach, default or such Guarantor, any amount paid misrepresentation by the Issuer Trustee, or such Guarantor failure of any condition to the Trustee Company’s obligations under the Indenture or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each illegality of any provision of the Indenture.
(g) The Guarantor further agrees that, as between it, on to the one hand, and extent that the Holders of Securities and Company or the Trustee, on the other hand, (a) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (b) in the event of any 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 Guarantors for the purpose of this Guarantee. No stockholder, officer, director, employee, agent or incorporator, past, present or future, of any Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its status as such stockholder, officer, director, employee, agent or incorporator. Each Guarantor (other than the Company) that makes a payment or distribution payments to the Trustee, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or repaid to the Company or the Guarantor or their respective estate, trustee, receiver or any other party under its any bankruptcy laws, state or federal law, common law or equitable cause, then to the extent of such payment or repayment, the Guarantee will and the advances or part thereof which have been paid, reduced or satisfied by such amount shall be entitled to a contribution from each other Guarantor reinstated and continued in an amount pro ratafull force and effect as of the date such initial payment, based on the net assets of each Guarantor (other than the Company), determined in accordance with GAAPreduction or satisfaction occurred.
Appears in 2 contracts
Samples: Indenture (Xl Group PLC), Indenture (XL Group Ltd.)
Unconditional Guarantee. Each of the Guarantors herebyGuarantor hereby fully and unconditionally, jointly and severally and unconditionally guaranteesseverally, on a senior subordinated basis guarantees (each such guarantee to be referred to herein as a “the "Guarantee”") to each Holder the Holders of a Security authenticated and delivered by the Trustee Notes and to the Trustee and its successors and assigns that: (ai) the principal of and interest on the Securities shall Notes will be promptly paid in full when due (due, subject to any applicable grace periods) period, whether at maturity, xxxx xxxxxxxxxx, xxxx xxxxxxxxxx at the option of Holders pursuant to the provisions of the Securities relating thereto, by acceleration or otherwise, otherwise and interest on the overdue principal and (to the extent permitted by law) interestprincipal, if any, and interest on any interest of the Securities Notes and all other Obligations obligations of the Issuer Company to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.07 hereof) and all other Obligations shall will be promptly paid in full 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 Securities Notes or of any of such other Obligationsobligations, the same shall 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 or otherwiseotherwise (collectively, the "Guaranteed Obligations"), subject, however, in the case of clauses (ai) and (bii) above, to the limitations set forth in Section 11.04. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Issuer to the Holders under this Indenture or under the Securities, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Securities shall constitute an event of default under this Guarantee, and shall entitle the Holders of Securities to accelerate the Obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Issuer6.02. Each of the Guarantors Guarantor hereby agrees that its Obligations obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities Notes or this the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the IssuerCompany, any action to enforce the same, whether or not a Guarantee is affixed to any particular Security, same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each The obligations of the Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy hereunder are separate and independent of the Issuerobligations of the Company and of any other guarantor, any right to require and a proceeding first separate action or actions may be brought and prosecuted against the Issuer, protest, notice and all demands whatsoever and covenants that its Guarantee shall not be discharged except by complete performance Guarantor whether action is brought against the Company or any other guarantor or whether the Company or any other guarantor is joined in any action or actions. The obligations of the Obligations contained in the Securities, this Indenture Guarantor hereunder shall survive and this Guarantee. This Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Issuer or such Guarantor, any amount paid by the Issuer or such Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated continue in full force and effect. Each effect until the earlier of (i) such time as the Guarantor further agrees thatmay be released from its obligations hereunder pursuant to the terms Section 6.06 hereof, as between it, or (ii) payment in full of the Guaranteed Obligations is actually received by the Holders or the Trustee on behalf of the one hand, Holders and the Holders period of Securities and time has expired during which any payment made by the TrusteeCompany or the Guarantor may be determined to be a Preferential Payment (defined below), on the other hand, (a) the maturity notwithstanding any release or termination of the Company's or any other Guarantor's liability by express or implied agreement or by operation of law and notwithstanding that the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 for the or any part thereof are deemed to have been paid or discharged by operation of law or by some act or agreement. For purposes of this Guarantee, notwithstanding any staythe Guaranteed Obligations shall be deemed to be paid only to the extent that the Holders, injunction or other prohibition preventing such acceleration in respect the Trustee on behalf of the Obligations guaranteed herebyHolders, actually receive immediately available funds. The Guarantors agree that to the extent the Company or any other guarantor makes any payment to the Holders, or to the Trustee on behalf of the Holders, in connection with the Guaranteed Obligations, and (b) in the event of all or any acceleration part of such Obligations as provided in Article 6 hereofpayment is subsequently invalidated, such Obligations (whether declared to be fraudulent or not due and payable) shall forthwith become due and payable preferential, set aside or required to be repaid by the Guarantors for Holders or the purpose of Trustee or paid over to a trustee, receiver or any other entity, whether under any bankruptcy act or otherwise (any such payment is hereinafter referred to as a "Preferential Payment"), then this Guarantee. No stockholder, officer, director, employee, agent Guarantee shall continue to be effective or incorporator, past, present or future, of any Guarantorshall be reinstated, as suchthe case may be, shall have any personal liability under this Guarantee by reason and, to the extent of his, her or its status as such stockholder, officer, director, employee, agent or incorporator. Each Guarantor (other than the Company) that makes a payment or distribution under its Guarantee will repayment by the Holders or Trustee, the Guaranteed Obligations or part thereof intended to be entitled to a contribution from each other Guarantor satisfied by such Preferential Payment shall be revived and continued in an amount pro rata, based on the net assets of each Guarantor (other than the Company), determined in accordance with GAAPfull force and effect as if said Preferential Payment had not been made.
Appears in 2 contracts
Samples: Supplemental Indenture (MDC Holdings Inc), Supplemental Indenture (MDC Holdings Inc)
Unconditional Guarantee. Each of the Guarantors hereby, jointly and severally and unconditionally guarantees, on a senior subordinated basis (such guarantee to be referred to herein as a “"Guarantee”") to each Holder of a Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns that: (a) the principal of of, premium, if any, and interest on the Securities (and any Additional Interest payable thereon) shall be promptly paid in full when due (subject to any applicable grace periods) whether at maturity, xxxx xxxxxxxxxx, xxxx xxxxxxxxxx upon redemption at the option of Holders pursuant to the provisions of the Securities relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Securities and all other Obligations of the Issuer Company to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.07 hereof) and all other Obligations shall be promptly paid in full 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 Securities or any of such other Obligations, the same 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 maturity, by acceleration or otherwise, otherwise subject, however, in the case of (ai) and (bii) to the limitations set forth in Section 11.0410.04. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Issuer Company to the Holders under this Indenture or under the Securities, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Securities shall constitute an event of default under this Guarantee, and shall entitle the Holders of Securities to accelerate the Obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the IssuerCompany. Each of the Guarantors hereby agrees that its Obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the 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, any release of any other Guarantor, the recovery of any judgment against the IssuerCompany, any action to enforce the same, whether or not a Guarantee is affixed to any particular Security, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each of the 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 the IssuerCompany, any right to require a proceeding first against the IssuerCompany, protest, notice and all demands whatsoever and covenants that its Guarantee shall not be discharged except by complete performance of the Obligations contained in the Securities, this Indenture and this Guarantee. This Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer Company or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Issuer Company or such Guarantor, any amount paid by the Issuer Company or such Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Securities and the Trustee, on the other hand, (a) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 Six for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (b) in the event of any 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 Guarantors for the purpose of this Guarantee. No stockholder, officer, director, employee, agent employee or incorporator, past, present or future, of or any Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its status as such stockholder, officer, director, employee, agent employee or incorporator. Each Guarantor (other than the Company) that makes a payment or distribution under its Guarantee will shall be entitled to a contribution from each other Guarantor in an amount pro rata, based on the net assets of each Guarantor (other than the Company)Guarantor, determined in accordance with GAAP.
Appears in 1 contract
Samples: Indenture (Autotote Corp)
Unconditional Guarantee. Each The Guarantors will initially consist of Husky Xxxxx, LLC, 42-16 CLO L Sell, LLC, Husky UK Xxxxx, LLC, Husky AU Xxxxx, LLC, Husky AU-A Xxxxx, LLC, Husky SEK Xxxxx, LLC, Xxxxxx Holdings I, LLC, Ambassador AUD Holdings, LLC, 345-JV Partners LLC, Husky CAD Xxxxx, LLC, Husky EUR Xxxxx, LLC, Parlex ONT Partners GP, LLC, De Vere Resorts Xxxxx 2014, LLC, Q Hotels Xxxxx 2014, LLC, Ambassador CAD Holdings, LLC, Ambassador GBP Holdings, LLC, Ambassador EUR Holdings, LLC, Ambassador SEK Holdings, LLC, Molten Partners, LLC, 345-Lux GBP Partners, LLC, 345-1 Partners, LLC, 345-2 Partners, LLC, 345-Lux EUR Partners, LLC, Magma Xxxxx 12, LLC and Magma Xxxxx 13, LLC. Subject to the Guarantors provisions of this Article 10 and to the fullest extent permitted by applicable law, each Guarantor hereby, jointly and severally with all other Guarantors (if any), unconditionally and unconditionally irrevocably guarantees, on a senior subordinated basis (such guarantee to be referred to herein as a “Guarantee”) to each Holder of a Security an outstanding Note authenticated and delivered by the Trustee and to the Trustee and its successors the Notes Collateral Agent and assigns thattheir respective successors: (aa)(x) the due and punctual payment of the principal of of, and premium, if any, and interest on the Securities Notes when and as the same shall be promptly paid in full when become due (subject to any applicable grace periods) and payable, whether at maturity, xxxx xxxxxxxxxx, xxxx xxxxxxxxxx at the option of Holders pursuant to the provisions of the Securities relating theretoupon redemption, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 and (to the fullest extent permitted by applicable law) interestoverdue premium, if any, and interest on the Securities Notes and (z) the due and punctual payment of all other Obligations of amounts due from the Issuer Company to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee Notes Collateral Agent under Section 7.07 hereof) and all other Obligations shall be promptly paid in full this Indenture or performedthe Notes, all in accordance with the terms hereof of this Indenture and thereofthe Notes (collectively, the “Guarantee Obligations”); and (b) in case of any extension of time of payment or renewal of any Securities or any of such other ObligationsNotes, the same shall be promptly paid in full when due or performed and punctual payment of the Guarantee Obligations in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at maturity, upon redemption, by acceleration or otherwise, subject, however, in the case of (a) and (b) to the limitations set forth in Section 11.04. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Issuer to the Holders under this Indenture or under the Securities, guaranteed for whatever reason, each Guarantor shall be obligated to pay, upon written demand by the Trustee or to perform or cause the performance ofNotes Collateral Agent, the same immediately. An Event of Default under this Indenture or the Securities shall constitute an event of default under this Guarantee, and shall entitle the Holders of Securities to accelerate the Obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Issuer. Each of the Guarantors hereby agrees that (to the fullest extent permitted by applicable law) its Obligations obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the IssuerCompany, any action to enforce the same, whether or not a Guarantee is affixed to any particular Security, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each of the Guarantors Guarantor hereby waives (to the fullest extent permitted by applicable law) the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, protest, notice and all demands whatsoever and covenants that its Guarantee shall not be discharged (in each case except as required by complete performance of the Obligations contained in the Securities, this Indenture and this GuaranteeIndenture). This Each Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return Each Guarantor hereby agrees (to the Issuer or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Issuer or such Guarantor, any amount paid fullest extent permitted by the Issuer or such Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees applicable law) that, as between it, on the one hand, and the Holders of Securities Notes and the Trustee, on the other hand, (a) subject to this Article 10, the maturity of the Obligations certain obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of this Guaranteethe Guarantees, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby, and (b) in the event of any acceleration of such Obligations obligations as provided in Article 6 hereof, such Obligations obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Guarantors for the purpose of this Guarantee. No stockholder, officer, director, employee, agent or incorporator, past, present or future, of any Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its status as such stockholder, officer, director, employee, agent or incorporatorthe Guarantees. Each Guarantor (other than the Company) that makes a payment or distribution under its Guarantee will be entitled upon payment in full of all guaranteed obligations under this Indenture to a contribution from each other Guarantor (if any) in an amount equal to such other Guarantor’s pro rata, rata portion of such payment based on the respective net assets of each Guarantor (other than all of the Company), Guarantors at the time of such payment determined in accordance with GAAP.
Appears in 1 contract
Unconditional Guarantee. Each of the Guarantors herebyGuarantor, if any, hereby jointly and severally severally, unconditionally and unconditionally guarantees, on a senior subordinated basis irrevocably guarantees (such guarantee to be referred to herein as a “"Guarantee”") to each Holder of a Security Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns assigns, that: (a) all amounts due with respect to the principal of and interest on the Securities Notes (including any Additional Interest payable thereon) shall be promptly duly and punctually paid in full when due (subject to any applicable grace periods) due, whether at maturity, xxxx xxxxxxxxxx, xxxx xxxxxxxxxx upon redemption at the option of Holders pursuant to the provisions of the Securities Notes relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Securities Notes and all other Obligations obligations of the Issuer Company or the Guarantors to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.07 hereof7.7) and all other Obligations obligations shall be promptly paid in full 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 Securities Notes or any of such other Obligationsobligations, the same 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 maturity, by acceleration or otherwise, subject, however, in the case of (a) and (b) to the limitations set forth in Section 11.04. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Issuer Company to the Holders under this Indenture or under the SecuritiesNotes, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Securities Notes shall constitute an event of default under this Guarantee, and shall entitle the Holders of Securities Notes to accelerate the Obligations obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations obligations of the IssuerCompany. Each of the Guarantors hereby agrees that its Obligations obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the IssuerCompany, any action to enforce the same, whether or not a Guarantee is affixed to any particular SecurityNote, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each of the 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 the IssuerCompany, any right to require a proceeding first against the IssuerCompany, protest, notice and all demands whatsoever and covenants that its Guarantee shall not be discharged except by complete performance of the Obligations obligations contained in the SecuritiesNotes, this Indenture and this Guarantee. This Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer Company or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Issuer Company or such Guarantor, any amount paid by the Issuer Company or such Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Securities Notes and the Trustee, on the other hand, (a) subject to this Article X, the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 VI hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby, and (b) in the event of any 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 Guarantors for the purpose of this Guarantee. No stockholder, officer, director, employee, agent employee or incorporator, past, present or future, of any Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its status as such stockholder, officer, director, employee, agent employee or incorporator. Each Guarantor (other than the Company) that makes a payment or distribution under its Guarantee will shall be entitled to a contribution from each other Guarantor in an amount pro rata, based on the net assets of each Guarantor (other than the Company)Guarantor, determined in accordance with GAAP.
Appears in 1 contract
Samples: Indenture (Lennar Corp /New/)
Unconditional Guarantee. Each Subject to the provisions of this Section 1, each of the Guarantors herebyGuarantors, jointly and severally severally, hereby unconditionally and unconditionally guarantees, on a senior subordinated basis (such guarantee to be referred to herein as a “Guarantee”) to each Holder of a Security authenticated and delivered by the Trustee and irrevocably guarantees to the Trustee for the benefit of the Holders, irrespective of the validity and its successors enforceability of the Loan Agreement or the obligations of the Company or any other Guarantors to the Trustee hereunder or thereunder, the full and assigns thatprompt payment of: (a) the principal of and interest on the Securities shall be promptly paid in full when due (subject to any applicable grace periods) whether at maturity, xxxx xxxxxxxxxx, xxxx xxxxxxxxxx at the option of Holders pursuant to the provisions of the Securities relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interestredemption premium, if any, on the Securities Series 2022A-1 Bonds when and all other Obligations of the Issuer to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.07 hereof) and all other Obligations shall be promptly paid in full 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 Securities or any of such other Obligations, as the same shall be promptly paid in full when become due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, (whether at maturity, by acceleration acceleration, call for redemption or otherwise, subject, however, in the case of (a) and ); (b) the interest on the Series 2022A-1 Bonds when and as the same shall become due; (c) the purchase price of Series 2022A-1 Bonds tendered or deemed tendered for purchase pursuant to Sections 4.6, 4.8 or 4.9 of the Indenture; and (d) all amounts allocable to the limitations set forth in Section 11.04Series 2022A-1 Bonds due or to become due from the Company under Sections 4.2(a) and 4.2(b) of the Loan Agreement (collectively, the “Guaranteed Obligations”). Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Issuer to the Holders under this Indenture or Company under the Securities, for whatever reasonSeries 2022A-1 Bonds, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An A Loan Default Event of Default under this Indenture or the Securities Loan Agreement with respect to the Series 2022A-1 Bonds shall constitute an event of default under this GuaranteeGuaranty, and shall entitle the Holders of Securities Trustee to accelerate the Obligations obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations obligations of the IssuerCompany under the Loan Agreement. Each of the Guarantors hereby agrees that its Obligations obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this IndentureLoan Agreement, 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, any release of any other Guarantor, the recovery of any judgment against the IssuerCompany, any action to enforce the same, whether or not a Guarantee this Guaranty is affixed to any particular Securitythe Loan Agreement or the Series 2022A-1 Bonds, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a such Guarantor. Each of the Guarantors Guarantor hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, protest, notice and all demands whatsoever and covenants that its Guarantee this Guaranty shall not be discharged except by complete performance of the Obligations contained in the Securities, this Indenture and this GuaranteeGuaranteed Obligations. This Guarantee Guaranty is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer Company or to any a Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Issuer Company or such a Guarantor, any amount paid by the Issuer Company or such a Guarantor to the Trustee or such HolderTrustee, this GuaranteeGuaranty, to the extent theretofore theretofor discharged, shall be reinstated in full force and effect, subject to Section 7 hereof. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Securities and the Trustee, on the other hand, (a) subject to the other provisions of this Guaranty, the maturity of the Obligations guaranteed hereby Series 2022A-1 Bonds may be accelerated as provided in Article 6 Section 7.2 of the Loan Agreement for the purposes of this GuaranteeGuaranty, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed herebySeries 2022A-1 Bonds, and (b) in the event of any acceleration of such Obligations the Series 2022A-1 Bonds as provided in Article 6 hereofSection 7.2 of the Loan Agreement, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors Guarantor for the purpose of this Guarantee. No stockholder, officer, director, employee, agent or incorporator, past, present or future, of any Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its status as such stockholder, officer, director, employee, agent or incorporatorGuaranty. Each Guarantor (other than agrees to make immediate payment to the Company) that makes Trustee of all Guaranteed Obligations owing or payable to Trustee upon receipt of a demand for payment or distribution under its Guarantee will be entitled therefor by the Trustee to a contribution from each other the Guarantor in an amount pro rata, based on the net assets of each Guarantor (other than the Company), determined in accordance with GAAPwriting.
Appears in 1 contract
Unconditional Guarantee. Each of the Guarantors hereby, jointly and severally and unconditionally guarantees, on a senior subordinated basis (such guarantee to be referred to herein as a “"Guarantee”") to each Holder of a Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns that: (a) the principal of and interest on the Securities shall be promptly paid in full when due (subject to any applicable grace periods) whether at maturity, xxxx xxxxxxxxxxupon redemption, xxxx xxxxxxxxxx upon repurchase at the option of Holders pursuant to the provisions of the Securities xxx xxxxxxxxxx xx xxx Xxxxxxxxxs relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Securities and all other Obligations of the Issuer Company to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.07 hereof) and all other Obligations shall be promptly paid in full 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 Securities or any of such other Obligations, the same 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 maturity, by acceleration or otherwise, subject, however, in the case of (a) and (b) to the limitations set forth in Section 11.04. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Issuer Company to the Holders under this Indenture or under the Securities, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Securities shall constitute an event of default under this Guarantee, and shall entitle the Holders of Securities to accelerate the Obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the IssuerCompany. Each of the Guarantors hereby agrees that its Obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the 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, any release of any other Guarantor, the recovery of any judgment against the IssuerCompany, any action to enforce the same, whether or not a Guarantee is affixed to any particular Security, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each of the 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 the IssuerCompany, any right to require a proceeding first against the IssuerCompany, protest, notice and all demands whatsoever and covenants that its Guarantee shall not be discharged except by complete performance of the Obligations contained in the Securities, this Indenture and this Guarantee. This Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer Company or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Issuer Company or such Guarantor, any amount paid by the Issuer Company or such Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Securities and the Trustee, on the other hand, (a) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 Six for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (b) in the event of any 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 Guarantors for the purpose of this Guarantee. No stockholder, officer, director, employee, agent or incorporator, past, present or future, of any Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its status as such stockholder, officer, director, employee, agent or incorporator. Each Guarantor (other than the Company) that makes a payment or distribution under its Guarantee will shall be entitled to a contribution from each other Guarantor in an amount pro rata, based on the net assets of each Guarantor (other than the Company)Guarantor, determined in accordance with GAAP.
Appears in 1 contract
Samples: Indenture (Scientific Games Corp)
Unconditional Guarantee. Each of the Guarantors hereby, jointly and severally and unconditionally guarantees, on a senior subordinated unsecured basis (such guarantee to be referred to herein as a “Guarantee”) to each Holder of a Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns that: (a) the principal of and interest on the Securities shall be promptly paid in full when due (subject to any applicable grace periods) whether at maturity, xxxx xxxxxxxxxxupon redemption, xxxx xxxxxxxxxx upon repurchase at the option of Holders pursuant to the provisions of the Securities relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Securities and all other Obligations of the Issuer to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.07 hereof) and all other Obligations shall be promptly paid in full 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 Securities or any of such other Obligations, the same 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 maturity, by acceleration or otherwise, subject, however, in the case of (a) and (b) to the limitations set forth in Section 11.0410.04. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Issuer to the Holders under this Indenture or under the Securities, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or under the Securities shall constitute an event of default under this Guarantee, and shall entitle the Holders of Securities to accelerate the Obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Issuer. Each of the Guarantors hereby agrees that its Obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the 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, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same, whether or not a Guarantee is affixed to any particular Security, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each of the 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 the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants that its Guarantee shall not be discharged except by complete performance of the Obligations contained in the Securities, this Indenture and this Guarantee. This Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Issuer or such Guarantor, any amount paid by the Issuer or such Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Securities and the Trustee, on the other hand, (a) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (b) in the event of any 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 Guarantors for the purpose of this Guarantee. No stockholder, officer, director, employee, agent or incorporator, past, present or future, of any Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its status as such stockholder, officer, director, employee, agent or incorporator. Each Guarantor (other than the Company) that makes a payment or distribution under its Guarantee will be entitled to a contribution from each other Guarantor in an amount pro rata, based on the net assets of each Guarantor (other than the Company), determined in accordance with GAAP.
Appears in 1 contract
Samples: Indenture (Light & Wonder, Inc.)
Unconditional Guarantee. Each of the Guarantors herebySubsidiary Guarantor hereby unconditionally, jointly and severally and unconditionally guaranteesseverally, on a senior subordinated basis guarantees (such guarantee to be referred to herein as a “the "Subsidiary Guarantee”") to each Holder of a Security Securities authenticated and delivered by the Trustee and to the Trustee and its successors and assigns assigns, that: :
(a1) the principal of of, premium, if any, and interest on the Securities shall will be promptly paid in full when due (subject to any applicable grace periods) due, whether at maturity, xxxx xxxxxxxxxxby acceleration, xxxx xxxxxxxxxx at the option of Holders pursuant to the provisions of the Securities relating thereto, by acceleration redemption or otherwise, and interest on the overdue principal of and (to interest on the extent permitted by law) interestSecurities, if any, on to the Securities extent lawful, and all other Obligations obligations of the Issuer Company to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.07 hereof) and all other Obligations shall will be promptly paid in full 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 Securities or of any of such other Obligationsobligations, the that same shall 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 or otherwise, subject, however, in the case of clauses (a1) and (b2) above, to the limitations set forth in Section 11.0410.04. Failing payment when due of any amount so guaranteed, guaranteed or failing any performance of any other obligation of the Issuer to the Holders under this Indenture or under the Securities, so guaranteed for whatever reason, each Guarantor shall the Subsidiary Guarantors will be jointly and severally obligated to pay, or to perform or cause the performance of, pay the same Dailxx Xxxernational Inc.: Indenture -56- Execution Copy 63 immediately. An Event of Default under this Indenture or the Securities shall constitute an event of default under this Guarantee, and shall entitle the Holders of Securities to accelerate the Obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Issuer. Each of the Guarantors Subsidiary Guarantor hereby agrees that its Obligations obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the 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, any release of any other Guarantor, the recovery of any judgment against the IssuerCompany, any action to enforce the same, whether or not a Guarantee is affixed to any particular Security, same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each of Subsidiary Guarantor hereby, to the Guarantors hereby extent permitted by law, waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, protest, notice, notice of intent to accelerate, notice of acceleration, and all other notices and all demands whatsoever and covenants that its this Subsidiary Guarantee shall will not be discharged except by complete performance of the Obligations obligations contained in the Securities, this Indenture and in this Subsidiary Guarantee. This Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or to Company, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Issuer Company or such any Subsidiary Guarantor, any amount paid by the Issuer Company or such any Subsidiary Guarantor to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees 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. Each Subsidiary Guarantor further agrees that, as between iteach Subsidiary Guarantor, on the one hand, and the Holders of Securities 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 for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby, and (by) in the event of any acceleration of such Obligations obligations as provided in Article 6 hereofSix, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors each Subsidiary Guarantor for the purpose of this Subsidiary Guarantee. No stockholder, officer, director, employee, agent or incorporator, past, present or future, of any Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its status as such stockholder, officer, director, employee, agent or incorporator. Each Guarantor The Company agrees to cause (a) each Person (other than the Companyan Unrestricted Subsidiary and any Exempt Foreign Subsidiary) that makes shall become a payment Material Subsidiary after the date of the Issue Date, and (b) each Subsidiary that is not a Subsidiary Guarantor on the Issue Date that after the Issue Date incurs any Indebtedness with respect to any Indebtedness of the Company or distribution under any other Subsidiary, to execute and deliver a supplement to this Indenture agreeing to be bound by its Guarantee will be entitled terms applicable to a contribution from each other Subsidiary Guarantor in an amount pro rata, based and pursuant to which such Person will guarantee the payment of the Securities on the net assets of each Guarantor (other than same terms and conditions as the Company), determined in accordance with GAAPSubsidiary Guarantees by the Subsidiary Guarantors.
Appears in 1 contract
Samples: Indenture (Dailey International Inc)
Unconditional Guarantee. Each of the Guarantors hereby, jointly and severally and unconditionally guarantees, on a senior subordinated basis (such guarantee to be referred to herein as a “Guarantee”) to each Holder of a Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns that: (a) the principal of and interest on the Securities shall be promptly paid in full when due (subject to any applicable grace periods) whether at maturity, xxxx xxxxxxxxxx, xxxx xxxxxxxxxx at the option of Holders pursuant to the provisions of the Securities relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Securities and all other Obligations of the Issuer Company to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.07 hereof) and all other Obligations shall be promptly paid in full 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 Securities or any of such other Obligations, the same 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 maturity, by acceleration or otherwise, subject, however, in the case of (a) and (b) to the limitations set forth in Section 11.04. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Issuer Company to the Holders under this Indenture or under the Securities, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Securities shall constitute an event of default under this Guarantee, and shall entitle the Holders of Securities to accelerate the Obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the IssuerCompany. Each of the Guarantors hereby agrees that its Obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the 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, any release of any other Guarantor, the recovery of any judgment against the IssuerCompany, any action to enforce the same, whether or not a Guarantee is affixed to any particular Security, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each of the 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 the IssuerCompany, any right to require a proceeding first against the IssuerCompany, protest, notice and all demands whatsoever and covenants that its Guarantee shall not be discharged except by complete performance of the Obligations contained in the Securities, this Indenture and this Guarantee. This Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer Company or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Issuer Company or such Guarantor, any amount paid by the Issuer Company or such Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Securities and the Trustee, on the other hand, (a) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (b) in the event of any 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 Guarantors for the purpose of this Guarantee. No stockholder, officer, director, employee, agent or incorporator, past, present or future, of any Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its status as such stockholder, officer, director, employee, agent or incorporator. Each Guarantor (other than the Company) that makes a payment or distribution under its Guarantee will be entitled to a contribution from each other Guarantor in an amount pro rata, based on the net assets of each Guarantor (other than the Company)Guarantor, determined in accordance with GAAP.
Appears in 1 contract
Samples: Indenture (Scientific Games Corp)
Unconditional Guarantee. Each of the Guarantors herebyGuarantor hereby unconditionally, jointly and severally severally, and unconditionally guarantees, on a senior subordinated basis irrevocably guarantees (each such guarantee to be referred to herein as a “Guarantee”) on a senior basis to each Holder of a Security authenticated and delivered by the Trustee Notes and to the Trustee and its successors and assigns assigns, that: (ai) the principal of and interest on the Securities shall Notes will be promptly paid in full when due (due, subject to any applicable grace periods) period, whether at maturity, xxxx xxxxxxxxxx, xxxx xxxxxxxxxx at the option of Holders pursuant to the provisions of the Securities relating theretoMaturity, by acceleration acceleration, by redemption or otherwise, otherwise and interest on the overdue principal and (to the extent permitted by law) interestprincipal, if any, and interest on any interest of the Securities Notes and all other Obligations obligations of the Issuer Company to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.07 hereof) and all other Obligations shall thereunder, will be promptly paid in full 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 Securities Notes or of any of such other Obligationsobligations, the same shall 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 maturitystated Maturity, by acceleration acceleration, by redemption or otherwise, subject, however, in the case of (a) and (b) to the limitations set forth in Section 11.04. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Issuer to the Holders under this Indenture or under the Securities, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Securities shall constitute an event of default under this Guarantee, and shall entitle the Holders of Securities to accelerate the Obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Issuer11.04 hereof. Each of the Guarantors Guarantor hereby agrees that its Obligations obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the IssuerCompany, any action to enforce the same, whether or not a Guarantee is affixed to any particular Security, same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each of the Guarantors Guarantor hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, protest, notice and all demands whatsoever and covenants that its that, subject to Section 11.03 hereof, this Guarantee shall will not be discharged except by complete performance of the Obligations obligations of the Company contained in the Securities, respective Notes and this Indenture and this Guarantee. This Guarantee is a guarantee of payment and not of collectionwith respect to the respective Notes. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or to Company, any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Issuer Company or such any Guarantor, any amount paid by the Issuer Company or such any Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between iteach Guarantor, on the one hand, and the Holders of Securities and the Trustee, on the other hand, (ax) the maturity Maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 this Indenture for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby, and (by) in the event of any acceleration of such Obligations obligations as provided in Article 6 hereofthis Indenture, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors each Guarantor for the purpose of this Guarantee. No stockholder, officer, director, employee, agent or incorporator, past, present or future, of any Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its status as such stockholder, officer, director, employee, agent or incorporator. Each Guarantor (other than the Company) that makes a payment or distribution under its Guarantee will be entitled to a contribution from each other Guarantor in an amount pro rata, based on the net assets of each Guarantor (other than the Company), determined in accordance with GAAP.
Appears in 1 contract
Samples: Supplemental Indenture (Standard Pacific Corp /De/)
Unconditional Guarantee. Each of the Guarantors herebyGuarantor hereby unconditionally, jointly and severally and unconditionally guaranteesseverally, on a senior subordinated basis guarantees (such guarantee to be referred to herein as a “the "Guarantee”) "), subject to Section 11, to each Holder of a Security authenticated and delivered by the Trustee Lenders and to the Trustee Agent and its their respective successors and assigns that: that (ai) the principal of and interest on the Securities shall Loans will be promptly paid in full when due (due, subject to any applicable grace periods) period, whether at maturity, xxxx xxxxxxxxxx, xxxx xxxxxxxxxx at the option of Holders pursuant to the provisions of the Securities relating thereto, by acceleration or otherwise, and interest on the overdue principal principal, if any, and (to the extent permitted by law) interest on any interest, if any, on to the Securities extent lawful, of the Loans and all other Obligations obligations of the Issuer Company to the Holders Lenders or the Trustee Agent hereunder or thereunder (including amounts due the Trustee under Section 7.07 hereof) and all other Obligations shall will be promptly paid in full 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 Securities of the Loans or of any of such other Obligationsobligations, the same shall 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 or otherwise, subject, however, in the case of clauses (ai) and (bii) above, to the limitations set forth in Section 11.04. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Issuer to the Holders under this Indenture or under the Securities, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Securities shall constitute an event of default under this Guarantee, and shall entitle the Holders of Securities to accelerate the Obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Issuer10.5. Each of the Guarantors Guarantor hereby agrees that its Obligations obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities Loans or this IndentureAgreement, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities Lenders with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the IssuerCompany, any action to enforce the same, whether or not a Guarantee is affixed to any particular Security, same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each of the Guarantors Guarantor hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, protest, notice and all demands whatsoever and covenants that its this Guarantee shall will not be discharged except by complete performance of the Obligations obligations contained in the SecuritiesLoans, this Indenture Agreement and in this Guarantee. This Guarantee is a guarantee of payment and not of collection. If any Holder Lender or the Trustee Agent is required by any court or otherwise to return to the Issuer or to Company, any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Issuer Company or such any Guarantor, any amount paid by the Issuer Company or such any Guarantor to the Trustee Agent or such HolderLender, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between iteach Guarantor, on the one hand, and the Holders of Securities Lenders and the TrusteeAgent, on the other hand, (ax) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 Section 7 for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (by) in the event of any acceleration of such Obligations obligations as provided in Article 6 hereofSection 7, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors each Guarantor for the purpose of this Guarantee. No stockholder, officer, director, employee, agent or incorporator, past, present or future, of any Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its status as such stockholder, officer, director, employee, agent or incorporator. Each Guarantor (other than the Company) that makes a payment or distribution under its Guarantee will be entitled to a contribution from each other Guarantor in an amount pro rata, based on the net assets of each Guarantor (other than the Company), determined in accordance with GAAP.
Appears in 1 contract
Samples: Senior Subordinated Credit Agreement (Ameristar Casinos Inc)
Unconditional Guarantee. Each Subject to the provisions of this Section 1, each of the Guarantors hereby, jointly hereby unconditionally and severally and unconditionally guarantees, on a senior subordinated basis (such guarantee to be referred to herein as a “Guarantee”) to each Holder of a Security authenticated and delivered by the Trustee and irrevocably guarantees to the Trustee for the benefit of the Holders, irrespective of the validity and its successors and assigns thatenforceability of the Financing Agreement, the Note or the obligations of the Company or any other Guarantors to the Trustee hereunder or thereunder: (a) the principal of and interest on the Securities shall be promptly paid in full when due (subject to any applicable grace periods) whether at maturity, xxxx xxxxxxxxxx, xxxx xxxxxxxxxx at the option of Holders pursuant to the provisions of the Securities relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interestredemption premium, if any, on the Securities Series 2005R-2 Bonds when and all other Obligations of the Issuer to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.07 hereof) and all other Obligations shall be promptly paid in full 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 Securities or any of such other Obligations, as the same shall be promptly paid in full when become due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, (whether at maturity, by acceleration acceleration, call for redemption or otherwise, subject, however, in the case of (a) and ); (b) the interest on the Series 2005R-2 Bonds when and as the same shall become due; (c) the purchase price of Series 2005R-2 Bonds tendered or deemed tendered for purchase pursuant to Sections 4.6, 4.8 or 4.9 of the Indenture; and (d) all amounts allocable to the limitations set forth in Section 11.04Series 2005R-2 Bonds due or to become due from the Company under Sections 4.2(a) and 4.2(b) of the Financing Agreement(collectively, the “Guaranteed Obligations”). Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Issuer to the Holders under this Indenture or Company under the Securities, for whatever reasonSeries 2005R-2 Bonds, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Securities Financing Agreement with respect to the Series 2005R-2 Bonds shall constitute an event of default under this GuaranteeGuaranty, and shall entitle the Holders of Securities Trustee to accelerate the Obligations obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations obligations of the IssuerCompany under the Financing Agreement. Each of the Guarantors hereby agrees that its Obligations obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities Note or this Indenturethe Financing Agreement, 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, any release of any other Guarantor, the recovery of any judgment against the IssuerCompany, any action to enforce the same, whether or not a Guarantee this Guaranty is affixed to any particular Securitythe Financing Agreement, the Series 2005R-2 Bonds or the Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a such Guarantor. Each of the Guarantors Guarantor hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, protest, notice and all demands whatsoever and covenants that its Guarantee this Guaranty shall not be discharged except by complete performance of the Obligations contained in the Securities, this Indenture and this GuaranteeGuaranteed Obligations. This Guarantee Guaranty is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer Company or to any a Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Issuer Company or such a Guarantor, any amount paid by the Issuer Company or such a Guarantor to the Trustee or such HolderTrustee, this GuaranteeGuaranty, to the extent theretofore discharged, shall be reinstated in full force and effect, subject to Section 7 hereof. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Securities and the Trustee, on the other hand, (a) subject to the other provisions of this Guaranty, the maturity of the Obligations guaranteed hereby Series 2005R-2 Bonds may be accelerated as provided in Article 6 Section 7.2 of the Financing Agreement for the purposes of this GuaranteeGuaranty, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed herebySeries 2005R-2 Bonds, and (b) in the event of any acceleration of such Obligations the Series 2005R-2 Bonds as provided in Article 6 hereofSection 7.2 of the Financing Agreement, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors Guarantor for the purpose of this Guarantee. No stockholder, officer, director, employee, agent or incorporator, past, present or future, of any Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its status as such stockholder, officer, director, employee, agent or incorporatorGuaranty. Each Guarantor (other than agrees to make immediate payment to the Company) that makes Trustee of all Guaranteed Obligations owing or payable to Trustee upon receipt of a demand for payment or distribution under its Guarantee will be entitled therefor by the Trustee to a contribution from each other the Guarantor in an amount pro rata, based on the net assets of each Guarantor (other than the Company), determined in accordance with GAAP.writing
Appears in 1 contract
Unconditional Guarantee. Each of the Subsidiary Guarantors hereby, jointly and severally and unconditionally guarantees, on a senior subordinated unsecured basis (such guarantee to be referred to herein as a “Guarantee”) to each Holder of a Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns that: (a) the principal of and interest on the Securities shall be promptly paid in full when due (subject to any applicable grace periods) whether at maturity, xxxx xxxxxxxxxx, xxxx xxxxxxxxxx at the option of Holders pursuant to the provisions of the Securities relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Securities and all other Obligations of the Issuer to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.07 hereof) and all other Obligations shall be promptly paid in full 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 Securities or any of such other Obligations, the same 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 maturity, by acceleration or otherwise, subject, however, in the case of (a) and (b) to the limitations set forth in Section 11.0410.04. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Issuer to the Holders under this Indenture or under the Securities, for whatever reason, each Subsidiary Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Securities shall constitute an event of default under this Guarantee, and shall entitle the Holders of Securities to accelerate the Obligations of the Subsidiary Guarantors hereunder in the same manner and to the same extent as the Obligations of the Issuer. Each of the Subsidiary Guarantors hereby agrees that its Obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the 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, any release of any other Subsidiary Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same, whether or not a Guarantee is affixed to any particular Security, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantor. Each of the 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 the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants that its Guarantee shall not be discharged except by complete performance of the Obligations contained in the Securities, this Indenture and this Guarantee. This Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or to any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Issuer or such Subsidiary Guarantor, any amount paid by the Issuer or such Subsidiary Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between it, on the one hand, and the Holders of Securities and the Trustee, on the other hand, (a) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (b) in the event of any 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 Guarantors for the purpose of this Guarantee. No stockholder, officer, director, employee, agent or incorporator, past, present or future, of any Subsidiary Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its status as such stockholder, officer, director, employee, agent or incorporator. Each Subsidiary Guarantor (other than the CompanyIssuer) that makes a payment or distribution under its Guarantee will be entitled to a contribution from each other Subsidiary Guarantor in an amount pro rata, based on the net assets of each Subsidiary Guarantor (other than the CompanyIssuer), determined in accordance with GAAP.
Appears in 1 contract
Samples: Indenture (Revlon Inc /De/)
Unconditional Guarantee. Each Subject to the provisions of this Section 1, each of the Guarantors herebyGuarantors, jointly and severally severally, hereby unconditionally and unconditionally guarantees, on a senior subordinated basis (such guarantee to be referred to herein as a “Guarantee”) to each Holder of a Security authenticated and delivered by the Trustee and irrevocably guarantees to the Trustee for the benefit of the Holders, irrespective of the validity and its successors enforceability of the Loan Agreement or the obligations of the Company or any other Guarantors to the Trustee hereunder or thereunder, the full and assigns thatprompt payment of: (a) the principal of and interest on the Securities shall be promptly paid in full when due (subject to any applicable grace periods) whether at maturity, xxxx xxxxxxxxxx, xxxx xxxxxxxxxx at the option of Holders pursuant to the provisions of the Securities relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interestredemption premium, if any, on the Securities Series 2020R-1 Bonds when and all other Obligations of the Issuer to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.07 hereof) and all other Obligations shall be promptly paid in full 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 Securities or any of such other Obligations, as the same shall be promptly paid in full when become due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, (whether at maturity, by acceleration acceleration, call for redemption or otherwise, subject, however, in the case of (a) and ); (b) the interest on the Series 2020R-1 Bonds when and as the same shall become due; (c) the purchase price of Series 2020R-1 Bonds tendered or deemed tendered for purchase pursuant to Sections 4.6, 4.8 or 4.9 of the Indenture; and (d) all amounts allocable to the limitations set forth in Section 11.04Series 2020R-1 Bonds due or to become due from the Company under Sections 4.2(a) and 4.2(b) of the Loan Agreement (collectively, the “Guaranteed Obligations”). Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Issuer to the Holders under this Indenture or Company under the Securities, for whatever reasonSeries 2020R-1 Bonds, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An A Loan Default Event of Default under this Indenture or the Securities Loan Agreement with respect to the Series 2020R-1 Bonds shall constitute an event of default under this GuaranteeGuaranty, and shall entitle the Holders of Securities Trustee to accelerate the Obligations obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations obligations of the IssuerCompany under the Loan Agreement. Each of the Guarantors hereby agrees that its Obligations obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this IndentureLoan Agreement, 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, any release of any other Guarantor, the recovery of any judgment against the IssuerCompany, any action to enforce the same, whether or not a Guarantee this Guaranty is affixed to any particular Securitythe Loan Agreement or the Series 2020R-1 Bonds, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a such Guarantor. Each of the Guarantors Guarantor hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, protest, notice and all demands whatsoever and covenants that its Guarantee this Guaranty shall not be discharged except by complete performance of the Obligations contained in the Securities, this Indenture and this GuaranteeGuaranteed Obligations. This Guarantee Guaranty is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer Company or to any a Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Issuer Company or such a Guarantor, any amount paid by the Issuer Company or such a Guarantor to the Trustee or such HolderTrustee, this GuaranteeGuaranty, to the extent theretofore theretofor discharged, shall be reinstated in full force and effect, subject to Section 7 hereof. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Securities and the Trustee, on the other hand, (a) subject to the other provisions of this Guaranty, the maturity of the Obligations guaranteed hereby Series 2020R-1 Bonds may be accelerated as provided in Article 6 Section 7.2 of the Loan Agreement for the purposes of this GuaranteeGuaranty, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed herebySeries 2020R-1 Bonds, and (b) in the event of any acceleration of such Obligations the Series 2020R-1 Bonds as provided in Article 6 hereofSection 7.2 of the Loan Agreement, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors Guarantor for the purpose of this Guarantee. No stockholder, officer, director, employee, agent or incorporator, past, present or future, of any Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its status as such stockholder, officer, director, employee, agent or incorporatorGuaranty. Each Guarantor (other than agrees to make immediate payment to the Company) that makes Trustee of all Guaranteed Obligations owing or payable to Trustee upon receipt of a demand for payment or distribution under its Guarantee will be entitled therefor by the Trustee to a contribution from each other the Guarantor in an amount pro rata, based on the net assets of each Guarantor (other than the Company), determined in accordance with GAAPwriting.
Appears in 1 contract
Unconditional Guarantee. Each of the Guarantors hereby, jointly and severally and unconditionally guarantees, on a senior subordinated unsecured basis (such guarantee to be referred to herein as a “Guarantee”) to each Holder of a Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns that: (a) the principal of and interest on the Securities shall be promptly paid in full when due (subject to any applicable grace periods) whether at maturity, xxxx xxxxxxxxxx, xxxx xxxxxxxxxx at the option of Holders pursuant to the provisions of the Securities relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Securities and all other Obligations of the Issuer to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.07 hereof) and all other Obligations shall be promptly paid in full 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 Securities or any of such other Obligations, the same 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 maturity, by acceleration or otherwise, subject, however, in the case of (a) and (b) to the limitations set forth in Section 11.0410.04. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Issuer to the Holders under this Indenture or under the Securities, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or under the Securities shall constitute an event of default under this Guarantee, and shall entitle the Holders of Securities to accelerate the Obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Issuer. Each of the Guarantors hereby agrees that its Obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the 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, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same, whether or not a Guarantee is affixed to any particular Security, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each of the 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 the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants that its Guarantee shall not be discharged except by complete performance of the Obligations contained in the Securities, this Indenture and this Guarantee. This Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Issuer or such Guarantor, any amount paid by the Issuer or such Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Securities and the Trustee, on the other hand, (a) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (b) in the event of any 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 Guarantors for the purpose of this Guarantee. No stockholder, officer, director, employee, agent or incorporator, past, present or future, of any Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its status as such stockholder, officer, director, employee, agent or incorporator. Each Guarantor (other than the Company) that makes a payment or distribution under its Guarantee will be entitled to a contribution from each other Guarantor in an amount pro rata, based on the net assets of each Guarantor (other than the Company), determined in accordance with GAAP.
Appears in 1 contract
Samples: Indenture (Scientific Games Corp)
Unconditional Guarantee. Each of the Guarantors hereby, jointly and severally The Guarantor does hereby fully and unconditionally guarantees, on a senior subordinated basis guarantee (such guarantee to be referred to herein as a the “Guarantee”) to each Holder of a Security authenticated and delivered by the Trustee Holders and to the Trustee and its successors and assigns that: (a) the principal of and interest on the Securities shall be promptly paid in full when due (subject to any applicable grace periods) whether at maturity, xxxx xxxxxxxxxx, xxxx xxxxxxxxxx at the option of Holders pursuant to the provisions of the Securities relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Securities and all other Obligations payment obligations of the Issuer to the Holders or the Trustee hereunder or thereunder (due under this Indenture, including amounts due the Trustee under Section 7.07 hereof) and all other Obligations shall be promptly paid in full or performedwithout limitation on each series of Securities when due, all in accordance with the terms hereof and thereof; and (b) in case provisions of any extension of time of payment or renewal of any Securities or any of such other Obligations, the same 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 maturity, by acceleration or otherwise, subject, however, in the case of (a) and (b) to the limitations set forth in Section 11.04. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Issuer to the Holders under this Indenture or under the Securities, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Securities shall constitute an event of default under this Guarantee, and shall entitle the Holders of Securities to accelerate the Obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Issuer. Each of the Guarantors hereby agrees that its Obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence as provided below. The Guarantee shall rank equally in right of any action to enforce the samepayment with other unsecured, any waiver or consent by any Holder subordinated indebtedness of the Securities with respect to any provisions hereof or thereof, any release Guarantor. The Guarantor hereby waives notice of any other Guarantor, acceptance of the recovery Guarantee and of any judgment against default of performance by the Issuer, any action and xxxxxx agrees that payment under the Guarantee shall be subject to enforce no condition other than the same, whether or not a Guarantee is affixed to any particular Security, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense giving of a Guarantor. Each of the Guarantors hereby waives the benefit of diligence, presentment, demand of written request for payment, filing stating the fact of claims with default of performance by Issuer on an obligation that is due and payable on a court in the event series of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants that its Guarantee shall not be discharged except by complete performance of the Obligations contained in the Securities, this Indenture and this Guarantee. This Guarantee is a guarantee of payment and not of collection. If The obligations of the Guarantor under the Guarantee shall in no way be impaired by: (1) any Holder extension, amendment, modification or the Trustee is required by renewal of a series of Securities; (2) any court waiver of any Event of Default, extension of time or otherwise failure to return enforce any series of Securities; or (3) any extension, moratorium or other relief granted to the Issuer or pursuant to any Guarantorapplicable law or statute. The Guarantor shall be obligated to make payment under the Guarantee, for the benefit of the Holders, at the same place as the Issuer is obligated to make payment. Subject to the provisions of this Article XIV, the Guarantor hereby agrees that:
(a) each series of Securities will be paid strictly in accordance with the terms of this Indenture, regardless of the value, genuineness, validity, regularity or enforceability of such series of Securities, and of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Trustee with respect thereto; and
(b) the liability of the Guarantor to the extent herein set forth shall be absolute, unconditional and irrevocable, not subject to any reduction, limitation, impairment, termination (other than payment in full of the series of Securities), defense, offset, counterclaim or recoupment whatsoever (all of which are hereby expressly waived by the Guarantor to the extent permitted by law) whether by reason of any claim of any character whatsoever, including, without limitation, any claim of waiver, release, surrender, alteration or compromise, or by reason of any liability at any time to the Guarantor or otherwise, whether based upon any obligations or any other agreement or otherwise, and howsoever arising, whether out of action or inaction or otherwise and whether resulting from default, willful misconduct, gross negligence or otherwise, and without limiting the foregoing, irrespective of:
(i) any lack of validity or enforceability of any agreement or instrument relating to such series of Securities;
(ii) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of such series of Securities, or any custodianrescission, trustee, liquidator amendment or other modification or waiver of or consent to any departure from any of the terms or provisions of this Indenture, the Securities or any other agreement relating to any Securities of such series;
(iii) any increase in, addition to, exchange or release of, or nonperfection of any lien on or security interest in, any collateral, or any release or amendment or waiver of or consent to any departure from or failure to enforce any other guarantee, for all or any of such series of Securities;
(iv) any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Issuer in respect of such series of Securities;
(v) the absence of any action on the part of the Trustee to obtain payment of such series of Securities from the Issuer;
(vi) any insolvency, bankruptcy, reorganization or dissolution, or any similar official acting proceeding of the Issuer, including, without limitation, rejection of such series of Securities in relation such bankruptcy; or
(vii) the absence of notice or any delay in any action to enforce any Securities of such series or to exercise any right or remedy against the Guarantor or the Issuer, whether hereunder, under any Securities of such series or any agreement or any indulgence, compromise or extension granted. Notwithstanding anything to the contrary in this Guarantee, the Guarantor does not waive any defense that would be available to the Issuer based on a breach, default or such Guarantor, any amount paid misrepresentation by the Issuer Trustee, or such Guarantor failure of any condition to the Trustee Issuer’s obligations under this Indenture or such Holder, the illegality of any provision of this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effectIndenture. Each The Guarantor further agrees that, as between it, on to the one hand, and extent that the Holders of Securities and Issuer or the Guarantor makes a payment or payments to the Trustee, on which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to the Issuer or the Guarantor or their respective estate, trustee, receiver or any other handparty under any federal bankruptcy laws, state or federal law, common law or equitable cause, then to the extent of such payment or repayment, this Guarantee and the advances or part thereof which have been paid, reduced or satisfied by such amount (a) and the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes provisions of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration Indenture in respect of the Obligations guaranteed hereby, and (b) in the event of any acceleration of such Obligations as provided in Article 6 hereof, such Obligations (whether or not due and payableGuarantee) shall forthwith become due be reinstated and payable by continued in full force and effect as of the Guarantors for the purpose of this Guarantee. No stockholderdate such initial payment, officer, director, employee, agent reduction or incorporator, past, present or future, of any Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its status as such stockholder, officer, director, employee, agent or incorporator. Each Guarantor (other than the Company) that makes a payment or distribution under its Guarantee will be entitled to a contribution from each other Guarantor in an amount pro rata, based on the net assets of each Guarantor (other than the Company), determined in accordance with GAAPsatisfaction occurred.
Appears in 1 contract
Unconditional Guarantee. Each of the Guarantors hereby, jointly and severally and unconditionally guarantees, on a senior subordinated basis (such guarantee to be referred to herein as a “"Guarantee”") to each Holder of a Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns that: (a) the principal of of, premium, if any, and interest on the Securities (and any Liquidated Damages payable thereon) shall be promptly paid in full when due (subject to any applicable grace periods) whether at maturity, xxxx xxxxxxxxxx, xxxx xxxxxxxxxx upon redemption at the option of Holders pursuant to the provisions of the Securities relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Securities and all other Obligations of the Issuer Company to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.07 hereof) and all other Obligations shall be promptly paid in full 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 Securities or any of such other Obligations, the same 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 maturity, by acceleration or otherwise, otherwise subject, however, in the case of (ai) and (bii) to the limitations set forth in Section 11.04. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Issuer Company to the Holders under this Indenture or under the Securities, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Securities shall constitute an event of default under this Guarantee, and shall entitle the Holders of Securities to accelerate the Obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the IssuerCompany. Each of the Guarantors hereby agrees that its Obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the 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 re- spect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the IssuerCompany, any action to enforce the same, whether or not a Guarantee is affixed to any particular Security, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each of the 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 the IssuerCompany, any right to require a proceeding first against the IssuerCompany, protest, notice and all demands whatsoever and covenants that its Guarantee shall not be discharged except by complete performance of the Obligations contained in the Securities, this Indenture and this Guarantee. This Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer Company or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Issuer Company or such Guarantor, any amount paid by the Issuer Company or such Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Securities and the Trustee, on the other hand, (a) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 Six for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (b) in the event of any 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 Guarantors for the purpose of this Guarantee. No stockholder, officer, director, employee, agent employee or incorporator, past, present or future, of or any Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its status as such stockholder, officer, director, employee, agent employee or incorporator. Each Guarantor (other than the Company) that makes a payment or distribution under its Guarantee will shall be entitled to a contribution from each other Guarantor in an amount pro rata, based on the net assets of each Guarantor (other than the Company)Guarantor, determined in accordance with GAAP.
Appears in 1 contract
Samples: Indenture (Autotote Corp)
Unconditional Guarantee. Each (a) Subject to the provisions of this Article Ten, each Guarantor, if any, upon the Guarantors execution and delivery of a Guarantee pursuant to Section 4.16, shall hereby, jointly and severally severally, unconditionally and unconditionally guaranteesirrevocably guarantee, on a senior subordinated basis (such guarantee to be referred to herein as a “Guarantee”) basis, to each Holder of a Security Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns thatassigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuers or any other Guarantors to the Holders or the Trustee hereunder or thereunder: (ai)
(A) the due and punctual payment of the principal of of, premium, if any, and interest on the Securities Notes when and as the same shall be promptly paid in full when become due (subject to any applicable grace periods) and payable, whether at maturity, xxxx xxxxxxxxxx, xxxx xxxxxxxxxx at the option of Holders pursuant to the provisions of the Securities relating theretoupon redemption or repurchase, by acceleration or otherwise, (B) the due and punctual payment of interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Securities Notes and (C) the due and punctual payment and performance (within applicable grace periods hereunder) of all other obligations of the Issuers and all other Obligations obligations of the Issuer other Guarantors (including under the Guarantees), in each case, to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.07 hereof) and all other Obligations shall be promptly paid in full or performed), all in accordance with the terms hereof and thereofthereof (collectively, the "GUARANTEE OBLIGATIONS"); and (bii) in case of any extension of time of payment or renewal of any Securities Notes or any of such other Obligationsobligations, the same shall be promptly paid in full when due or performed and punctual payment and performance of Guarantee Obligations in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at maturity, upon redemption or repurchase, by acceleration or otherwise, subject, however, in the case of (a) and (b) to the limitations set forth in Section 11.04. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Issuer Issuers to the Holders under this Indenture or under the SecuritiesNotes, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Securities Notes shall constitute an event of default under this Guaranteethe Guarantees, and shall entitle the Holders of Securities Notes to accelerate the Obligations obligations of the Guarantors hereunder thereunder in the same manner and to the same extent as the Obligations obligations of the Issuer. Issuers.
(b) Each Guarantor, if any, upon the execution and delivery of the Guarantors a Guarantee pursuant to Section 4.16, shall hereby agrees agree that its Obligations obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the IssuerIssuers, any action to enforce the same, whether or not a Guarantee is affixed to any particular SecurityNote, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor, if any, upon the execution and delivery of the Guarantors a Guarantee pursuant to Section 4.16, shall hereby waives waive the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the either Issuer, any right to require a proceeding first against the IssuerIssuers, protest, notice and all demands whatsoever and covenants that its Guarantee Guar- xxxxx shall not be discharged except by complete performance of the Obligations obligations contained in the SecuritiesNotes, this Indenture and this Guarantee. This Each Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer Issuers or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Issuer Issuers or such Guarantor, any amount paid by the Issuer Issuers or such Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor Guarantor, if any, upon the execution and delivery of a Guarantee pursuant to Section 4.16, shall further agrees agree that, as between it, on the one hand, and the Holders of Securities Notes and the Trustee, on the other hand, (ai) subject to this Article Ten, the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 Six for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby, and (bii) in the event of any 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 Guarantors for the purpose of this Guarantee. No stockholder, officer, director, employee, agent or incorporator, past, present or future, of any Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its status as such stockholder, officer, director, employee, agent or incorporator. Each Guarantor (other than the Company) that makes a payment or distribution under its Guarantee will be entitled to a contribution from each other Guarantor in an amount pro rata, based on the net assets of each Guarantor (other than the Company), determined in accordance with GAAP.
Appears in 1 contract
Samples: Indenture (Universal City Development Partners LTD)
Unconditional Guarantee. Each of the (a) Guarantors hereby, fully and irrevocably jointly and severally guarantee the payment and unconditionally guaranteesperformance of the Obligations when due and in particular Guarantors are hereby made fully responsible for the acts and omissions of Buyer that constitute a breach of the Agreement or the Buyer Transaction Documents. This Guarantee shall be a full, on unconditional, irrevocable, absolute and continuing guarantee of payment and performance and not a senior subordinated basis (such guarantee to be referred to herein as a “Guarantee”) to each Holder of a Security authenticated collection, and delivered by the Trustee and to the Trustee and its successors and assigns that: (a) the principal of and interest Guarantors shall remain liable on the Securities shall be promptly paid Obligations hereunder until the payment in full when due (subject to any applicable grace periods) whether at maturity, xxxx xxxxxxxxxx, xxxx xxxxxxxxxx at the option of Holders pursuant to the provisions of the Securities relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Securities and all other Obligations of the Issuer to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.07 hereof) and all other Obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and Obligations.
(b) Except as provided in case Section 1(f) below, Guarantors’ guarantee and responsibility shall not be discharged, released, diminished, or impaired in whole or in part by any setoff, counterclaim, defense, act or occurrence which any Guarantor may have against Buyer as a result of or arising out of the Agreement or the Buyer Transaction Documents or any other transaction.
(c) The Obligations of Guarantors hereunder shall not be released, discharged, diminished or impaired by (i) the renewal, extension, modification or alteration by Buyer and the
(d) Guarantors waive notice of (i) acceptance of this Guarantee, (ii) the creation, renewal, extension, modification, alteration or existence of any extension liability or obligation of time Buyer constituting part of the Obligations, and (iii) any breach of or default in the performance of the Obligations.
(e) If Buyer fails to perform Obligations requiring payment, in whole or in part, when such Obligations are due, Guarantors shall promptly pay such Obligations in lawful money of the United States. Guarantors shall pay such amount within five business days of receipt of demand for payment from any Seller Party. Any Seller Party may enforce a Guarantor’s obligations under this Guarantee without first suing Buyer or renewal of joining Buyer in any Securities suit against a Guarantor, or enforcing any rights and remedies against Buyer or otherwise pursuing or asserting any claims or rights against Buyer or any other person or entity or any of such other Obligations, the same shall its or their property which may also be promptly paid in full when due or performed in accordance liable with the terms of the extension or renewal, subject to any applicable grace period, whether at maturity, by acceleration or otherwise, subject, however, in the case of (a) and (b) respect to the limitations set forth in matters for which a Guarantor is liable under this Section 11.04. Failing 1.
(f) Guarantors reserve the right to assert defenses which Buyer may have to payment when due of any amount so guaranteed, or failing performance of any Obligation, other obligation than defenses that Buyer may possess relating to (i) lack of the Issuer to the Holders under this Indenture or under the Securities, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Securities shall constitute an event of default under this Guarantee, and shall entitle the Holders of Securities to accelerate the Obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Issuer. Each of the Guarantors hereby agrees that its Obligations hereunder shall be unconditional, irrespective of the validity, regularity validity or enforceability of the Securities Agreement or this Indenturethe Buyer Transaction Documents against Buyer arising from Buyer’s defective formation or lack of qualification to do business in any applicable jurisdiction, (ii) Buyer’s lack of authority to enter into or perform the absence of any action to enforce Agreement or the same, any waiver Buyer Transaction Documents or consent by any Holder of the Securities with respect to any provisions hereof or due execution and delivery thereof, any release or (iii) the termination of any other Guarantorexistence, the recovery of any judgment against the Issuerdissolution, any action to enforce the sameliquidation, whether or not a Guarantee is affixed to any particular Securityinsolvency, bankruptcy, receivership, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense reorganization of a Guarantor. Each of the 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 the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants that its Guarantee shall not be discharged except by complete performance of the Obligations contained in the Securities, this Indenture and this Guarantee. This Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Issuer or such Guarantor, any amount paid by the Issuer or such Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Securities and the Trustee, on the other hand, (a) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (b) in the event of any 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 Guarantors for the purpose of this Guarantee. No stockholder, officer, director, employee, agent or incorporator, past, present or future, of any Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its status as such stockholder, officer, director, employee, agent or incorporator. Each Guarantor (other than the Company) that makes a payment or distribution under its Guarantee will be entitled to a contribution from each other Guarantor in an amount pro rata, based on the net assets of each Guarantor (other than the Company), determined in accordance with GAAPBuyer.
Appears in 1 contract
Samples: Asset Purchase Agreement (Clean Diesel Technologies Inc)
