Subsidiary Guaranty Sample Contracts

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EX-10.5 6 ex10-5.htm SUBSIDIARY GUARANTY
Subsidiary Guaranty • May 5th, 2020 • New York

This SUBSIDIARY GUARANTY (as amended, restated, supplemented, or otherwise modified and in effect from time to time, this “Guaranty”) is made as of this 6 day of June, 2016, jointly and severally, by and among BTCS, Inc., a Nevada corporation (“BTCS”), BitcoinShop.us, LLC, a Maryland limited liability company, and BTCS Digital Manufacturing, a Nevada corporation, (collectively, the foregoing three entities are referred to as the “Subsidiaries;” collectively, BTCS and the Subsidiaries are referred to as the “Companies”), and with each other person or entity who becomes a party to this Guaranty by execution of a joinder in the form of Exhibit A attached hereto, each referred to individually as a “Guarantor” and collectively as the “Guarantors”); in favor of the Purchasers listed on the signature page of that certain Securities Purchase Agreement, dated as of June 6, 2016 (each, a “Purchaser”, and together with its successors and assigns and each other purchaser of a Note (as defined belo

SUBSIDIARY GUARANTY
Subsidiary Guaranty • January 8th, 2007 • Implant Sciences Corp • Surgical & medical instruments & apparatus • New York

FOR VALUE RECEIVED, and in consideration of note purchases from, or credit otherwise extended or to be extended by Laurus Master Fund, Ltd. (“Laurus”) to or for the account of Implant Sciences Corporation, a Massachusetts corporation (the “Parent”) and each of C Acquisition Corporation, a Delaware corporation (d/b/a Core Systems) and Accurel Systems International Corporation, a California Corporation (together with the Parent, the “Companies” and each, a “Company”) from time to time and at any time and for other good and valuable consideration and to induce Laurus, in its discretion, to purchase such notes or make other extensions of credit and to make or grant such renewals, extensions, releases of collateral or relinquishments of legal rights as Laurus may deem advisable, each of the undersigned (and each of them if more than one, the liability under this Guaranty being joint and several) (jointly and severally referred to as “Guarantors” or “the undersigned”) unconditionally guarant

EXHIBIT 99.10 ------------- SUBSIDIARY GUARANTY
Subsidiary Guaranty • November 9th, 2005 • RG America, Inc. • Miscellaneous business credit institution
COVER-ALL SYSTEMS, INC.
Subsidiary Guaranty • August 23rd, 2002 • Cover All Technologies Inc • Services-prepackaged software

WHEREAS, the undersigned are parties to that certain Subsidiary Guaranty, dated as of June 28, 2001 (the "Subsidiary Guaranty"), in favor of RENAISSANCE US GROWTH & INCOME TRUST PLC and BFSUS SPECIAL OPPORTUNITIES TRUST PLC (collectively, the "Holders") pursuant to the 8.00% Convertible Debentures dated as of June 28, 2001 (as amended, supplemented or otherwise modified from time to time, the "Debentures"), from COVER-ALL TECHNOLOGIES INC., a Delaware corporation (the "Borrower") in favor of Holders; and

SUBSIDIARY GUARANTY
Subsidiary Guaranty • November 8th, 2010 • Commercetel Corp • Metal mining • California

THIS SUBSIDIARY GUARANTY (this “Subsidiary Guaranty”), dated as of October ___, 2010, among CommerceTel Corporation, a Nevada corporation (the “Company”), CommerceTel, Inc., a Nevada corporation (the “Subsidiary Guarantor”), for the benefit of the secured parties signatory hereto and their respective endorsees, transferees and assigns (individually a “Secured Party” and collectively, the “Secured Parties”).

SUBSIDIARY GUARANTY
Subsidiary Guaranty • January 27th, 2010 • Hexcel Corp /De/ • Plastic materials, synth resins & nonvulcan elastomers • New York

This SUBSIDIARY GUARANTY is entered into as of May 21, 2009 by the undersigned (each a “Guarantor”, and together with any future Subsidiaries executing this Guaranty, being collectively referred to herein as “Guarantors”) in favor of and for the benefit of DEUTSCHE BANK TRUST COMPANY AMERICAS, as agent for and representative of (in such capacity herein called “Guarantied Party”) the financial institutions (“Lenders”) party to the Credit Agreement referred to below and any Swap Counterparties (as hereinafter defined).

SUBSIDIARY GUARANTY
Subsidiary Guaranty • March 1st, 2010 • Kimco Realty Corp • Real estate investment trusts
SUBSIDIARY GUARANTY
Subsidiary Guaranty • August 12th, 2011 • Brainy Brands Company, Inc. • Agricultural production-crops • New York
AMENDED AND RESTATED SUBSIDIARY GUARANTY
Subsidiary Guaranty • November 4th, 2010 • China Yongxin Pharmaceuticals Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York
AMENDED AND RESTATED SUBSIDIARY GUARANTY
Subsidiary Guaranty • October 3rd, 2011 • Kansas City Southern • Railroads, line-haul operating

This AMENDED AND RESTATED SUBSIDIARY GUARANTY, dated as of September 30, 2011 (as amended, supplemented, amended and restated or otherwise modified from time to time, this “Guaranty”), is made by each Subsidiary (such capitalized term, and other terms used in this Guaranty, to have the meanings set forth in Article I) of KANSAS CITY SOUTHERN DE MEXICO, S.A. DE C.V., a corporation with variable capital (sociedad anonima de capital variable) organized under the laws of Mexico (the “Borrower”) from time to time party hereto (individually referred to as a “Guarantor,” and collectively referred to as the “Guarantors”), in favor of JPMORGAN CHASE BANK, N.A., as administrative agent and as collateral agent for the Secured Parties (the “Administrative Agent”).

SUBSIDIARY GUARANTY
Subsidiary Guaranty • November 20th, 2015 • Tetra Technologies Inc • Crude petroleum & natural gas • New York

THIS GUARANTY (this “Guaranty”) dated November 20, 2015 is made by the undersigned (each, a “Guarantor”), in favor of the holders from time to time of the Notes issued under the Note Purchase Agreement and any Supplement thereto, including each purchaser named in the Note Purchase Agreement and in any Supplement thereto, and their respective successors and assigns (collectively, the “Holders” and each individually, a “Holder”).

EX-4.6 7 d330282dex46.htm SUBSIDIARY GUARANTY EXECUTION COPY SUBSIDIARY GUARANTY
Subsidiary Guaranty • May 5th, 2020 • New York

This SUBSIDIARY GUARANTY is entered into as of April 2, 2012, by and among THE UNDERSIGNED (each a “Guarantor”, and, together with any Additional Guarantors (as hereinafter defined), collectively the “Guarantors”) in favor of and for the benefit of Credit Suisse AG, Cayman Islands Branch, as agent for and representative of (in such capacity herein called “Guarantied Party”) the financial institutions party to the Credit Agreement (as hereinafter defined) (the “Lenders”) referred to below, and, subject to subsection 3.12, for the benefit of the other Beneficiaries (as hereinafter defined).

SUBSIDIARY GUARANTY
Subsidiary Guaranty • October 5th, 2021 • American Rebel Holdings Inc • Plastics products, nec • New York

This SUBSIDIARY GUARANTY (as amended, restated, supplemented, or otherwise modified and in effect from time to time, this “Guaranty”) is made as of September 29, 2021, jointly and severally, by and among American Rebel Holdings, Inc., a Nevada corporation (the “Company”), and American Rebel, Inc., a Nevada corporation (“ARSub”, and together with the Company and each other Person who becomes a party to this Guaranty by execution of a joinder in the form of Exhibit A attached hereto, which shall include all wholly-owned or majority-owned subsidiaries of the Company acquired or formed after the date hereof for so long as this Guaranty remains in effect, shall each be referred to individually as a “Guarantor” and collectively as the “Guarantors”), in favor of the purchasers listed on the signature pages of the Purchase Agreement (as defined below) (together with their respective successors and assigns and each other purchaser of a Note (as defined below) after the date hereof and their res

SUBSIDIARY GUARANTY
Subsidiary Guaranty • July 6th, 2012 • SXC Health Solutions Corp. • Insurance agents, brokers & service • New York

This SUBSIDIARY GUARANTY dated as of July 2, 2012 (this “Guaranty”) is made by each of the Persons that is a signatory hereto (individually a “Guarantor” and collectively, the “Guarantors”) in favor of JPMorgan Chase Bank, N.A., in its capacity as administrative agent (the “Administrative Agent”) under the Credit Agreement referred to below, for the benefit of the Administrative Agent, the Collateral Agent, the Lenders and their Affiliates to the extent provided below.

EXHIBIT 10.52 SUBSIDIARY GUARANTY
Subsidiary Guaranty • April 17th, 2007 • Xstream Beverage Network, Inc. • Beverages • Florida
SUBSIDIARY GUARANTY
Subsidiary Guaranty • September 23rd, 2010 • Univec Inc • Surgical & medical instruments & apparatus • New York

THIS SUBSIDIARY GUARANTY (this “Subsidiary Guaranty”), dated as of September 1, 2010 by and among Univec, Inc., a Delaware corporation (the “Company”), Physician and Pharmaceutical Services, Inc. (the “Subsidiary Guarantor”), for the benefit of the secured parties signatory hereto and their respective endorsees, transferees and assigns (individually a “Secured Party” and collectively, the “Secured Parties”).

SUBSIDIARY GUARANTY
Subsidiary Guaranty • July 24th, 2024 • Veris Residential, L.P. • Real estate investment trusts • New York

THIS SUBSIDIARY GUARANTY (this “Guaranty”) is executed as of April 22, 2024, by each of the parties that is a signatory to this Guaranty (together with any other entity that may hereafter become a party hereto as provided herein, individually, a “Guarantor” and, collectively, the “Guarantors”), for the benefit of JPMORGAN CHASE BANK, N.A. (“Administrative Agent”), in its capacity as the administrative agent for the Lenders under the Credit Agreement defined below, for the benefit of itself and such Lenders. Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Credit Agreement defined below.

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SUBSIDIARY GUARANTY
Subsidiary Guaranty • October 13th, 2010 • Unified Grocers, Inc. • Wholesale-groceries, general line • California

This SUBSIDIARY GUARANTY is entered into as of October 8, 2010 by the undersigned (each a “Guarantor”, and together with any future Material Subsidiaries executing this Guaranty, being collectively referred to herein as the “Guarantors”) in favor of and for the benefit of Wells Fargo Bank, National Association, as agent for and representative of (in such capacity herein called “Guarantied Party”) the financial institutions (“Lenders”) party to the Credit Agreement referred to below and the other Beneficiaries (as hereinafter defined).

SUBSIDIARY GUARANTY Dated as of November 5, 2003 From THE GUARANTORS NAMED HEREIN and THE ADDITIONAL GUARANTORS REFERRED TO HEREIN as Guarantors in favor of THE NOTEHOLDERS REFERRED TO IN THE GUARANTEED NOTES REFERRED TO HEREIN
Subsidiary Guaranty • April 2nd, 2004 • Aegis Communications Group Inc • Services-business services, nec • New York

SUBSIDIARY GUARANTY dated as of November 5, 2003 made by the Persons listed on the signature pages hereof under the caption "Subsidiary Guarantors" and the Additional Guarantors (as defined in Section 8(b)) (such Persons so listed and the Additional Guarantors being, collectively, the "Guarantors" and, individually, each a "Guarantor") in favor of the holders of each of the Guaranteed Notes referred to below (the "Guaranteed Noteholders" and, together with the administrative agents and, if applicable, collateral agents, referred to in each such Guaranteed Note, the "Guaranteed Noteholder Parties").

EX-10.2 3 d339556dex102.htm SUBSIDIARY AGREEMENT EXECUTION VERSION SUBSIDIARY GUARANTY Dated as of April 23, 2012 From THE GUARANTORS NAMED HEREIN and THE ADDITIONAL GUARANTORS REFERRED TO HEREIN as Guarantors in favor of THE SECURED PARTIES REFERRED...
Subsidiary Guaranty • May 5th, 2020 • New York

SUBSIDIARY GUARANTY dated as of April 23, 2012 (this “Guaranty”) made by the Persons listed on the signature pages hereof and the Additional Guarantors (as defined in Section 8(b)) (such Persons so listed and the Additional Guarantors being, collectively, the “Guarantors” and, individually, each a “Guarantor”) in favor of the Secured Parties (as defined in the Credit Agreement referred to below).

RECITALS.
Subsidiary Guaranty • January 3rd, 2003 • Grant Prideco Inc • Oil & gas field machinery & equipment • New York
SUBSIDIARY GUARANTY
Subsidiary Guaranty • July 26th, 2010 • Camelot Entertainment Group, Inc. • Services-motion picture & video tape production • New York

THIS SUBSIDIARY GUARANTY (this “Subsidiary Guaranty”), dated as of July 21, 2010, among Camelot Entertainment Group, Inc., a Delaware corporation (the “Company”), and Camelot Production Services Group, Inc. and its divisions attached hereto as Schedule A (individually a “Subsidiary Guarantor” and collectively, the “Subsidiary Guarantors”), for the benefit of the secured parties signatory hereto and their respective endorsees, transferees and assigns (individually a “Secured Party” and collectively, the “Secured Parties”).

SUBSIDIARY GUARANTY Dated as of May 30, 2008 From THE GUARANTORS NAMED HEREIN and THE ADDITIONAL GUARANTORS REFERRED TO HEREIN as Guarantors in favor of PRIDES CAPITAL FUND I, L.P.
Subsidiary Guaranty • June 4th, 2008 • Ediets Com Inc • Services-personal services • New York

THIS SUBSIDIARY GUARANTY dated as of May 30, 2008 is made by the parties listed on the signature pages hereof under the caption “Subsidiary Guarantors” and the Additional Guarantors (as defined in Section 8(b)) (such Persons so listed and the Additional Guarantors being, collectively, the “Guarantors” and, individually, each a “Guarantor”) in favor of Prides Capital Fund I, L.P. (the “Purchaser”).

SUBSIDIARY GUARANTY Dated as of August 15, 2008 Re: $30,000,000 5.63% Senior Notes, Series A-1, due August 15, 2013 $85,000,000 6.33% Senior Notes, Series A-2, due August 15, 2018 $35,000,000 6.43% Senior Notes, Series A-3, due August 15, 2020 of...
Subsidiary Guaranty • November 10th, 2008 • Steris Corp • Orthopedic, prosthetic & surgical appliances & supplies • New York

This SUBSIDIARY GUARANTY dated as of August 15, 2008 (the or this “Guaranty”) is entered into on a joint and several basis by each of the undersigned, together with any entity which may become a party hereto by execution and delivery of a Guaranty Supplement in substantially the form set forth as Exhibit A hereto (a “Guaranty Supplement”) (which parties are hereinafter referred to individually as a “Guarantor” and collectively as the “Guarantors”).

SUPPLEMENT TO SUBSIDIARY GUARANTY
Subsidiary Guaranty • November 4th, 2021 • Arcosa, Inc. • Fabricated structural metal products

Reference is hereby made to the Amended and Restated Subsidiary Guaranty (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Guaranty”) made as of January 2, 2020, by each of the Material Domestic Subsidiaries of Arcosa, Inc., a Delaware corporation (the “Borrower”) listed on the signature pages thereto (each, an “Initial Guarantor” and together with any additional Subsidiaries of the Borrower, which become parties thereto and together with the undersigned, the “Guarantors”) in favor of the Administrative Agent, for the ratable benefit of the Holders of Guaranteed Obligations, under the Credit Agreement. Capitalized terms used herein and not defined herein shall have the meanings given to them in the Guaranty. By its execution below, the undersigned StonePoint Ultimate Holding, LLC, a Delaware limited liability company (the “New Guarantor”), agrees to become, and does hereby become, a Guarantor under the Guaranty and agrees to be bound by s

RECITALS
Subsidiary Guaranty • January 30th, 2004 • Virco MFG Corporation • Public bldg & related furniture • California
Subsidiary Guaranty
Subsidiary Guaranty • June 14th, 2021 • Stepan Co • Soap, detergents, cleang preparations, perfumes, cosmetics • New York

This Subsidiary Guaranty dated as of June 10, 2021 (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Guaranty”) is entered into on a joint and several basis by each of the undersigned together with any Subsidiaries which become parties to this Guaranty by executing a Supplement hereto in the form attached hereto as Annex I (each a “Guarantor” and collectively, the “Guarantors”), for the benefit of the holders from time to time of the Notes (the “Holders”) and Prudential (as defined below) (together with the “Holders” each a “Beneficiary” and collectively, the “Beneficiaries”).

SUBSIDIARY GUARANTY Dated as of January 31, 2018 From THE GUARANTORS NAMED HEREIN and THE ADDITIONAL GUARANTORS REFERRED TO HEREIN as Guarantors in favor of THE SECURED PARTIES REFERRED TO IN THE CREDIT AGREEMENT REFERRED TO HEREIN
Subsidiary Guaranty • February 6th, 2020 • Warner Music Group Corp. • Services-amusement & recreation services • New York

SUBSIDIARY GUARANTY dated as of January 31, 2018 (the “Guaranty”) made by the Persons listed on the signature pages hereof under the caption “Subsidiary Guarantors” and the Additional Guarantors (as defined in Section 9) (such Persons so listed and the Additional Guarantors being, collectively, the “Guarantors” and, individually, a “Guarantor”) and, solely with respect to the reaffirmation in Section 18, WMG Holdings Corp., a Delaware corporation (“Holdings”), in favor of the Secured Parties (as defined in the Credit Agreement referred to below).

SUBSIDIARY GUARANTY
Subsidiary Guaranty • April 26th, 2006 • Yankee Candle Co Inc • Miscellaneous manufacturing industries • Massachusetts

GUARANTY, dated as of April 25, 2006 by Aroma Naturals, Inc., a Delaware corporation (the “Guarantor”) in favor of (i) Citizens Bank of Massachusetts, as agent (hereinafter, in such capacity, the “Administrative Agent”) for itself and the other banking institutions (hereinafter, collectively, the “Lenders”) which are or may become parties to that certain Revolving Credit Agreement dated as of May 19, 2004 (as amended and in effect from time to time, the “Credit Agreement”), among The Yankee Candle Company, Inc., a Massachusetts corporation (the “Borrower”), the Lenders and the Administrative Agent and (ii) each of the Lenders.

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