Unconditional Guarantees. For value received, the Guarantors hereby fully, irrevocably, unconditionally and absolutely guarantee to the Owners and to the Trustee the due and punctual payment of the Company Obligations, when and as such Company Obligations shall become due and payable according to the terms of the Indenture and this Agreement. The guarantees by the Guarantors set forth in this Section 2 of Exhibit A are referred to herein as the “Guarantees.” Without limiting the generality of the foregoing, the Guarantors’ liability shall extend to all amounts that constitute part of the Company Obligations and would be owed by the Company under the Agreement but for the fact that they are unenforceable, reduced, limited, impaired, suspended or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Company. Failing payment when due of any amount guaranteed pursuant to the Guarantees, for whatever reason, each Guarantor will be obligated (to the fullest extent permitted by applicable law) to pay the same immediately to the Trustee, without set-off or counterclaim or other reduction whatsoever (whether for taxes, withholding or otherwise). Each Guarantee hereunder is intended to be a general, unsecured, senior obligation of each Guarantor and will rank pari passu in right of payment with all indebtedness of such Guarantor that is not, by its terms, expressly subordinated in right of payment to the Guarantee of such Guarantor. Each Guarantor hereby agrees that to the fullest extent permitted by applicable law, its obligations hereunder shall be full, irrevocable, unconditional and absolute, irrespective of the validity, regularity or enforceability of the Company Obligations, the Guarantees or this Agreement, the absence of any action to enforce the same, any waiver or consent by any party with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantor. The Guarantor hereby agrees that in the event of a default in payment of the Company Obligations under this Agreement, whether at the maturity, upon redemption or by declaration of acceleration or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Owners or, subject to Section 9.04 of the Indenture, by the Owners, on the terms and conditions set forth in the Indenture, directly a...
Unconditional Guarantees. 39 Section 9.02. Severability......................................................40 Section 9.03. Release of a Guarantor............................................41 Section 9.04. Limitation of a Guarantor's Liability.............................41 Section 9.05. Guarantors May Consolidate, etc., on Certain Terms................42 Section 9.06. Contribution......................................................42 Section 9.07. Waiver of Subrogation.............................................42 Section 9.08. Execution of Guarantee............................................43 ARTICLE TEN Amendments, Supplements and Waivers
Unconditional Guarantees. (a) Hovnanian and each of the other Guarantors hereby (and will so long, in the case of a Restricted Subsidiary, as it remains a Restricted Subsidiary) Guarantee the Notes in accordance with the provisions of Article Thirteen of the Base Indenture.
(b) Each Guarantor, by execution hereof, agrees to be bound by the Base Indenture, as supplemented by this Supplemental Indenture, with respect to the Notes as if such Guarantor was a party to both the Base Indenture and this Supplemental Indenture. Each existing Restricted Subsidiary (other than KHL, Inc., the Issuer (for so long as it remains the Issuer) and X. Xxxxxxxxx Poland, sp.z.o.o.) will be a Guarantor. Hovnanian is permitted to cause any Unrestricted Subsidiary to be a Guarantor. If the Issuer, Hovnanian or any of its Restricted Subsidiaries acquires or creates a Restricted Subsidiary after the Issue Date, the new Restricted Subsidiary must (subject to Section 5.02(b) hereof) provide a Guarantee Notation, substantially in the form of Exhibit A to the Base Indenture and shall also execute a supplemental indenture in the form of Exhibit B hereto, and deliver an Opinion of Counsel to the Trustee in accordance with Section 8.4 of the Base Indenture.
Unconditional Guarantees. 36 SECTION 9.02 Execution and Delivery of Notation of Guarantees............................................38 ARTICLE X REDEMPTION
Unconditional Guarantees. (a) All of the Company’s existing and future Subsidiaries that are guarantors of the Credit Facilities or other indebtedness for borrowed money will be required to unconditionally guarantee all obligations in respect of the 2020 Notes for so long as they remain guarantors under the Credit Facilities or such other indebtedness.
(b) Each of the Guarantors required to guarantee all obligations in respect of the 2020 Notes will execute a Guarantee in the form of Exhibit A to the Indenture to evidence such Guarantee in accordance with the provisions of Article Seventeen of the Base Indenture.
(c) For purposes of the 2020 Notes, Section 17.6(b) of the Indenture will not be applicable, and Section 17.6(a) shall be amended by adding “and all other indebtedness for borrowed money” immediately after “Credit Agreement.”
Unconditional Guarantees. 35 Section 9.02. Severability.....................................................................36 Section 9.03. Release of a Subsidiary Guarantor................................................36 Section 9.04. Limitation of a Guarantor's Liability............................................37 Section 9.05. Guarantors May Consolidate, etc., on Certain Terms...............................37 Section 9.06. Contribution.....................................................................38 Section 9.07. Waiver of Subrogation............................................................38 Section 9.08. Execution of Guarantee...........................................................39 ARTICLE TEN Amendments, Supplements and Waivers
Unconditional Guarantees. 72 SECTION 15.02 Execution and Delivery of Notation of Guarantees............................74 INDENTURE, dated as of ______________, 200_, among DEVON FINANCING CORPORATION, U.L.C. an unlimited liability company duly organized under the laws of Nova Scotia, Canada (herein called the "Company"), having its principal office at 20 North Broadway, Suite 1500, Oklahoma City, Oklahoma 73102-8260, Dexxx Xxxxxx Xxxxxxxxxxx, x Xxxxxxxx xxxxxxxxxxx (xxx "Xxxxxxxxx"), and _____________, a _____________, having its principal corporate trust office at ________________________, as Trustee (herein called the "Trustee").
Unconditional Guarantees. (a) All of the Company’s existing and future Subsidiaries that are guarantors under any of the Company’s credit agreements or other indebtedness for borrowed money shall unconditionally guarantee all obligations in respect of the Notes for so long as they remain guarantors under such other indebtedness.
(b) Each of the Guarantors required to guarantee all obligations in respect of the Notes will execute a Guarantee in the form of Exhibit A to the Base Indenture to evidence such Guarantee in accordance with the provisions of Article XVII of the Base Indenture.
Unconditional Guarantees. 42 ----------------------------------------
Unconditional Guarantees. 46 Section 9.02. Severability..............................................................................47 Section 9.03. Release of a Guarantor....................................................................47 Section 9.04. Limitation of a Guarantor's Liability.....................................................48 Section 9.05. Guarantors May Consolidate, etc., on Certain Terms........................................48 Section 9.06. Contribution..............................................................................48 Section 9.07. Waiver of Subrogation.....................................................................49 Section 9.08. Execution of Guarantee....................................................................49 -iii- ARTICLE TEN AMENDMENTS, SUPPLEMENTS AND WAIVERS Section 10.01. Without Consent of Holders...............................................................50 Section 10.02. With Consent of Holders..................................................................51 Section 10.03. Compliance with Trust Indenture Act......................................................52 Section 10.04. Revocation and Effect of Consents........................................................52 Section 10.05. Notation on or Exchange of Securities....................................................53 Section 10.06. Trustee to Sign Amendments, etc..........................................................53 ARTICLE ELEVEN MISCELLANEOUS
