Guarantee Sample Contracts

Guarantee
Guarantee • November 16th, 2007 • Security National Financial Corp • Finance services • Utah
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GUARANTEE
Guarantee • August 27th, 2008 • Principal Life Insurance Co • New York

FOR VALUE RECEIVED, the sufficiency of which is hereby acknowledged, and in connection with that certain funding agreement (the “Funding Agreement”), entered into by and between Principal Life Insurance Company, an Iowa insurance company (“Principal Life”), and Principal Life Income Fundings Trust 2008-75, a New York common law trust (the “Trust”), relating to the notes (the “Notes”) issued by the Trust, Principal Financial Group, Inc., a Delaware corporation and the indirect parent company of Principal Life (the “Guarantor”), hereby furnishes to the Trust its full and unconditional guarantee of the Guaranteed Amounts (as hereinafter defined) as follows:

GUARANTEE
Guarantee • September 17th, 2008 • Principal Life Insurance Co • New York

FOR VALUE RECEIVED, the sufficiency of which is hereby acknowledged, and in connection with that certain funding agreement (the “Funding Agreement”), entered into by and between Principal Life Insurance Company, an Iowa insurance company (“Principal Life”), and Principal Life Income Fundings Trust 2008-81, a New York common law trust (the “Trust”), relating to the notes (the “Notes”) issued by the Trust, Principal Financial Group, Inc., a Delaware corporation and the indirect parent company of Principal Life (the “Guarantor”), hereby furnishes to the Trust its full and unconditional guarantee of the Guaranteed Amounts (as hereinafter defined) as follows:

Contract
Guarantee • November 1st, 2023 • Altria Group, Inc. • Cigarettes • New York

GUARANTEE, dated as of November 1, 2023 (as amended from time to time, this “Guarantee”), made by Philip Morris USA Inc., a Virginia corporation (the “Guarantor”), in favor of Deutsche Bank Trust Company Americas, as trustee (“Trustee”) for the registered holders (the “Holders”) of the 6.200% Notes due 2028 (the “Debt Securities”) of Altria Group, Inc., a Virginia corporation (the “Issuer”).

GUARANTEE
Guarantee • May 3rd, 2005 • James River Group, INC • New York
GUARANTEE SUPPLEMENT AND AMENDMENT NO. 1 TO GUARANTEE
Guarantee • February 13th, 2004 • Global Signal Inc • New York
GUARANTEE OF GS GLOBAL INFRASTRUCTURE PARTNERS I, L.P.
Guarantee • August 30th, 2006 • Kinder Morgan Inc • Natural gas transmisison & distribution • Delaware
Contract
Guarantee • February 27th, 2019 • Norwegian Cruise Line Holdings Ltd. • Water transportation

[*]: THE CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION.

GUARANTEE
Guarantee • March 1st, 2019 • Telefonica S A • Telephone communications (no radiotelephone)

For value received, Telefónica, S.A., a sociedad anónima organized under the laws of the Kingdom of Spain, having its registered office at Gran Vía, 28, 28013 Madrid, Spain (herein called the “Guarantor” which term includes any successor Person under the Indenture referred to in each Security Certificate representing the Securities of any series upon which this Guarantee is endorsed (the “Indenture”)), hereby unconditionally and irrevocably guarantees to the Holders of the Securities of any series represented by each Security Certificate upon which this Guarantee is endorsed and to the Trustee, in its individual and trust capacities, and on behalf of each such Holder, the due and punctual payment of the principal of, premium, if any, and interest and all other amounts due under the Indenture and the Securities of any such series when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption or otherwise, on an unsu

GUARANTEE
Guarantee • July 27th, 2023 • Brookfield Infrastructure Partners L.P. • Water transportation • Ontario

BY: BROOKFIELD INFRASTRUCTURE PARTNERS L.P., an exempted limited partnership formed under the laws of Bermuda (“BIP”) - and - BROOKFIELD INFRASTRUCTURE L.P., an exempted limited partnership formed under the laws of Bermuda (“Holding LP”) - and - BIP Bermuda holdings i limited, an exempted company incorporated under the laws of Bermuda (“BRM Holdco”) - and - BROOKFIELD INFRASTRUCTURE holdings (canada) inc., a corporation incorporated under the laws of Ontario (“Can Holdco”) - and - BROOKFIELD INFRASTRUCTURE LLC, a limited liability company formed under the laws of Delaware (“BI LLC”) (each, a “Guarantor” and, collectively, the “Guarantors”)

GUARANTEE
Guarantee • July 16th, 2008 • Principal Life Insurance Co • New York

FOR VALUE RECEIVED, the sufficiency of which is hereby acknowledged, and in connection with that certain funding agreement (the “Funding Agreement”), entered into by and between Principal Life Insurance Company, an Iowa insurance company (“Principal Life”), and Principal Life Income Fundings Trust 2008-61, a New York common law trust (the “Trust”), relating to the notes (the “Notes”) issued by the Trust, Principal Financial Group, Inc., a Delaware corporation and the indirect parent company of Principal Life (the “Guarantor”), hereby furnishes to the Trust its full and unconditional guarantee of the Guaranteed Amounts (as hereinafter defined) as follows:

EXHIBIT A to Schedule GUARANTEE OF LEHMAN BROTHERS HOLDINGS INC.
Guarantee • August 15th, 2007 • Lehman XS Trust Series 2007-15n • Asset-backed securities

LEHMAN BROTHERS SPECIAL FINANCING INC. (“Party A”) and U.S. Bank, National Association, solely in its capacity as trustee (the ‘Grantor Trustee”) of the LEHMAN XS TRUST MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-15N (“Party B”) have entered into a Master Agreement dated as of July 31, 2007 as amended from time to time (the “Master Agreement”), pursuant to which Party A and Party B have entered and/or anticipate entering into one or more transactions (each a “Transaction”), the Confirmation of each of which supplements, forms part of, and will be read and construed as one with, the Master Agreement (collectively referred to as the “Agreement”). This Guarantee is a Credit Support Document as contemplated in the Agreement. For value received, and in consideration of the financial accommodation accorded to Party A by Party B under the Agreement, LEHMAN BROTHERS HOLDINGS INC., a corporation organized and existing under the laws of the State of Delaware (“Guarantor”), hereby agrees to t

GUARANTEE
Guarantee • August 21st, 2023

WHEREAS the Lender issued a Commitment in favour of  (hereinafter together called the ‘Borrower’) dated  respecting the provision of mortgage financing for the property municipally known as  (the ‘Property’);

FORM OF GUARANTEE
Guarantee • September 20th, 2011 • Agl Resources Inc • Natural gas distribution

The Guarantor, for value received, hereby unconditionally guarantees to each Holder of a 3.500% Senior Note due 2021 (a “Note”) of AGL Capital Corporation, a Nevada corporation (the “Company”), authenticated and delivered by the Trustee pursuant to the terms of an Indenture by and among the Company, the Trustee and the Guarantor dated as of February 20, 2001 (the “Indenture”), and to the Trustee on behalf of each such Holder, the due and punctual payment of the principal of (and premium, if any) and interest, on each such Note, each as provided for pursuant to the terms of such Note when and as the same shall become due and payable, in accordance with the terms of such Note and of the Indenture under which it was issued. In case of the failure of the Company to make any such payment of principal (or premium, if any) or interest, the Guarantor hereby agrees to cause any such payment to be made when and as the same shall become due and payable by acceleration, call for redemption or othe

GUARANTEE
Guarantee • August 28th, 2003 • Kindercare Learning Centers Inc /De • Services-child day care services • New York
EXHIBIT 10.13 GUARANTEE
Guarantee • March 31st, 2010 • Southwest Georgia Financial Corp • State commercial banks

WHEREAS, Empire Financial Services, Inc., a Georgia corporation ("Empire") and Charlie Lemons, an individual resident of the State of North Carolina ("Executive") entered into that certain Employment Agreement, dated as of January 8, 2007 (the "Agreement"); and

EXHIBIT A FORM OF GUARANTEE
Guarantee • December 23rd, 2010 • Agl Resources Inc • Natural gas distribution • New York

GUARANTEE, dated as of December 21, 2010, made by AGL RESOURCES INC., a Georgia corporation (the “Guarantor”), in favor of GOLDMAN SACHS BANK USA, as administrative agent (in such capacity, the “Administrative Agent”) for the several banks and other financial institutions or entities from time to time party to the Term Loan Credit Agreement dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Guarantor, AGL CAPITAL CORPORATION, a Nevada corporation (the “Borrower”), the Lenders, and GOLDMAN SACHS BANK USA, as Administrative Agent.

GUARANTEE
Guarantee • August 29th, 2007 • Principal Life Insurance Co • New York

FOR VALUE RECEIVED, the sufficiency of which is hereby acknowledged, and in connection with that certain funding agreement (the “Funding Agreement”), entered into by and between Principal Life Insurance Company, an Iowa insurance company (“Principal Life”), and Principal Life Income Fundings Trust 2007-82, a New York common law trust (the “Trust”), relating to the notes (the “Notes”) issued by the Trust, Principal Financial Group, Inc., a Delaware corporation and the indirect parent company of Principal Life (the “Guarantor”), hereby furnishes to the Trust its full and unconditional guarantee of the Guaranteed Amounts (as hereinafter defined) as follows:

GUARANTEE dated as of October 4, 2009 between TELENOR ASA, AS GUARANTOR and THE ALFA PARTIES LISTED ON SCHEDULE I, AS BENEFICIARIES
Guarantee • February 8th, 2010 • VimpelCom Ltd. • New York

GUARANTEE dated as of October 4, 2009 (this “Guarantee”) between Telenor ASA, a company organized and existing under the laws of Norway (“Telenor”), and the legal entities listed on Schedule I hereto (collectively, the “Beneficiaries” and, individually, each a “Beneficiary” and, together with Telenor, collectively, the “Parties” and, individually, each a “Party”).

GUARANTEE from PRINCIPAL FINANCIAL SERVICES, INC., as Guarantor to THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee Dated as of November 16, 2012
Guarantee • November 16th, 2012 • Principal Financial Group Inc • Accident & health insurance • New York

This Guarantee (this “Guarantee”) is made and entered into as of November 16, 2012, from PRINCIPAL FINANCIAL SERVICES, INC., a corporation duly organized and existing under the laws of the State of Iowa, as guarantor (herein called the “Guarantor,” which term includes any successor hereunder), to THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association incorporated and existing under the laws of the United States of America, as trustee (the “Trustee,” as further defined in the Indenture hereinafter referred to). Defined terms used herein without definition shall have the meanings given to them in the Senior Indenture, dated as of May 21, 2009, among Principal Financial Group, Inc., a Delaware corporation (the “Company,” as further defined in the Indenture hereinafter referred to), the Guarantor and the Trustee, as supplemented by the Sixth Supplemental Indenture, dated as of November 16, 2012, among the Company, the Guarantor and the Trustee with respect to the S

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GUARANTEE from PRINCIPAL FINANCIAL SERVICES, INC., as Guarantor to THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee Dated as of March 8, 2023 GUARANTEE
Guarantee • March 8th, 2023 • Principal Financial Group Inc • Accident & health insurance • New York

This Guarantee (this “Guarantee”) is made and entered into as of March 8, 2023 from PRINCIPAL FINANCIAL SERVICES, INC., a corporation duly organized and existing under the laws of the State of Iowa, as guarantor (herein called the “Guarantor,” which term includes any successor hereunder), to THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association incorporated and existing under the laws of the United States of America, as trustee (the “Trustee,” as further defined in the Indenture hereinafter referred to). Defined terms used herein without definition shall have the meanings given to them in the Senior Indenture, dated as of May 21, 2009, among Principal Financial Group, Inc., a Delaware corporation (the “Company,” as further defined in the Indenture hereinafter referred to), the Guarantor and the Trustee, as supplemented by the Fifteenth Supplemental Indenture, dated as of March 8, 2023, among the Company, the Guarantor and the Trustee with respect to the Senior

GUARANTEE
Guarantee • July 2nd, 2008 • Principal Life Insurance Co • New York

FOR VALUE RECEIVED, the sufficiency of which is hereby acknowledged, and in connection with that certain funding agreement (the “Funding Agreement”), entered into by and between Principal Life Insurance Company, an Iowa insurance company (“Principal Life”), and Principal Life Income Fundings Trust 39, a New York common law trust (the “Trust”), relating to the notes (the “Notes”) issued by the Trust, Principal Financial Group, Inc., a Delaware corporation and the indirect parent company of Principal Life (the “Guarantor”), hereby furnishes to the Trust its full and unconditional guarantee of the Guaranteed Amounts (as hereinafter defined) as follows:

GUARANTEE from
Guarantee • November 25th, 2003 • Amr Corp • Air transportation, scheduled • New York
GUARANTEE
Guarantee • July 30th, 2008 • Principal Life Insurance Co • New York

FOR VALUE RECEIVED, the sufficiency of which is hereby acknowledged, and in connection with that certain funding agreement (the “Funding Agreement”), entered into by and between Principal Life Insurance Company, an Iowa insurance company (“Principal Life”), and Principal Life Income Fundings Trust 2008-65, a New York common law trust (the “Trust”), relating to the notes (the “Notes”) issued by the Trust, Principal Financial Group, Inc., a Delaware corporation and the indirect parent company of Principal Life (the “Guarantor”), hereby furnishes to the Trust its full and unconditional guarantee of the Guaranteed Amounts (as hereinafter defined) as follows:

Contract
Guarantee • October 25th, 2023 • Altria Group, Inc. • Cigarettes • New York

GUARANTEE, dated as of October 24, 2023 (as amended from time to time, this “Guarantee”), made by Philip Morris USA Inc., a Virginia corporation (the “Guarantor”), in favor of the Lenders (the “Lenders”) party to the 5-Year Revolving Credit Agreement, dated as of October 24, 2023 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) among Altria Group, Inc. (“Altria”), such Lenders and JPMorgan Chase Bank, N.A. (“JPMCB”) and Citibank, N.A., as Administrative Agents for the Lenders. Capitalized terms used in this Guarantee and not otherwise defined herein have the meanings specified in the Credit Agreement.

GUARANTEE
Guarantee • September 14th, 2023 • Southern Co Gas • Natural gas distribution

The Guarantor, for value received, hereby unconditionally guarantees to each Holder of a Series 2023A 5.75% Senior Note due September 15, 2033 (a “Note”) of Southern Company Gas Capital Corporation, a Nevada corporation (the “Company”), authenticated and delivered by the Trustee pursuant to the terms of an Indenture by and among the Company, the Trustee and the Guarantor dated as of February 20, 2001 (such Indenture as originally executed and delivered and as supplemented or modified, together with any constituent instruments establishing the terms of particular Securities, being herein called the “Indenture”), and to the trustee on behalf of each such Holder, the due and punctual payment of the principal of (and premium, if any) and interest, on each such Note, each as provided for pursuant to the terms of such Note when and as the same shall become due and payable, in accordance with the terms of such Note and of the Indenture under which it was issued. In case of the failure of the

GUARANTEE, DATED OCTOBER 7, 2014, BY BROOKFIELD BRP EUROPE HOLDINGS (BERMUDA) LIMITED AND BNY TRUST COMPANY OF CANADA.
Guarantee • March 2nd, 2015 • Brookfield Renewable Energy Partners L.P. • Electric services • Ontario

NOW THEREFORE in consideration of the foregoing and other benefits accruing to the Guarantor, the receipt and sufficiency of which are hereby acknowledged, the Guarantor hereby covenants and agrees with the Trustee as follows:

GUARANTEE January 10, 2013
Guarantee • October 16th, 2013 • Vitamin Shoppe, Inc. • Retail-food stores • New York

Vitamin Shoppe Industries, Inc., a New York corporation (“Vitamin Shoppe”), VS Direct Inc., a Delaware corporation (“VS Direct” and together with Vitamin Shoppe, the “Existing Borrowers”), certain of its affiliates, JPMorgan Chase Bank, National Association, a national banking association, in its capacity as agent (in such capacity, “Agent”) for Secured Parties (as hereinafter defined), and the entities from time to time party to the Loan Agreement (as hereinafter defined) as lenders (each a “Lender” and collectively, “Lenders”) have entered into financing arrangements pursuant to which Agent and Lenders may make loans and advances and provide other financial accommodations to Vitamin Shoppe, VS Direct and such affiliates as set forth in that certain Amended and Restated Loan and Security Agreement, dated as of January 20, 2011, by and among Vitamin Shoppe and VS Direct, as borrowers, Agent and Lenders (as the same now exists or may hereafter be amended, modified, supplemented, extende

GUARANTEE
Guarantee • April 29th, 2005 • American Home Mortgage Investment Corp • Real estate investment trusts • New York
GUARANTEE
Guarantee • October 15th, 1999 • At&t Capital Corp /De/ • Finance services • New York
THIS GUARANTEE is made on 11 July, 2024 by BANCO BILBAO VIZCAYA ARGENTARIA, S.A. (the
Guarantee • July 10th, 2024 • Madrid

BBVA Global Markets B.V. (the "Issuer") and the Guarantor have entered into an amended and restated programme agreement dated 11 July, 2024 with, inter alias, the Dealers named therein (the "Programme Agreement", which expression includes the same as it may be amended, supplemented or restated from time to time) under which the Issuer proposes from time to time to issue Notes;

FIRST AMENDMENT
Guarantee • March 31st, 2003 • Hanover Compressor Co / • Services-equipment rental & leasing, nec • New York
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