Guarantee Supplements Clause Samples

Guarantee Supplements. Upon the execution and delivery by any Person of a guarantee supplement in substantially the form of Exhibit A hereto (each, a “Guarantee Supplement”), (a) such Person shall be referred to as an “Additional Guarantor” and shall become and be a Guarantor hereunder, and each reference in this Guarantee to a “Guarantor” shall also mean and be a reference to such Additional Guarantor, and each reference in any other Loan Document to a “Guarantor” or “Subsidiary Guarantor” shall also mean and be a reference to such Additional Guarantor, and (b) each reference herein to “this Guarantee”, “hereunder”, “hereof” or words of like import referring to this Guarantee, and each reference in any other Loan Document to the “Guarantee” or the “Subsidiary Guarantee”, “thereunder”, “thereof” or words of like import referring to this Guarantee, shall mean and be a reference to this Guarantee as supplemented by such Guarantee Supplement.
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Guarantee Supplements. If at any time after the date hereof the Company shall form or acquire any new Subsidiary that shall constitute a Material Subsidiary (other than a Receivables Entity), or if after the Issue Date any Subsidiary not a Material Subsidiary (whether or not in existence on the Issue Date) shall become a Material Subsidiary (other than a Receivables Entity), the Company will within 10 days thereof cause such new or existing Subsidiary to execute and deliver to the Trustee a Guarantee Supplement in substantially the form of Exhibit B hereto, and thereby to become a "Guarantor" and a "Credit Party" hereunder and under the Global Security Agreement, and will (i) deliver such Opinions of Counsel in New York and applicable foreign jurisdictions as to (x) the valid existence of such Guarantor, (y) the due authorization, execution and enforceability of such Guarantee Supplement and (z) such other matters as the Trustee may reasonably request and (ii) take such action (including executing and delivering such Security Documents, instruments of further assurance and amendments or supplements thereto, and delivering such additional Opinions of Counsel and other documents or instruments as required under Section 6.03(c) hereof), in order that such new or existing Subsidiary shall grant Liens on all Property of such Subsidiary then existing or thereafter arising that are included in the definition of "Collateral" in Section 1.01 hereof (but subject to Section 6.02 hereof). Notwithstanding the foregoing, the Company shall not be required to cause a Subsidiary of the Company to comply with the first paragraph of this Section 4.19 in connection with a Qualified GCUK Asset Sale, or any Restricted Investment by the Company in any Restricted Subsidiary (including the surviving or continuing entity following a Qualified GCUK Asset Sale), so long as after giving effect thereto, such surviving or continuing entity, or such Restricted Subsidiary, is a Qualified Restricted Subsidiary; provided that if the surviving or continuing entity in such Qualified GCUK Asset Sale or any Subsidiary thereof, or if any Qualified Restricted Subsidiary or any Subsidiary thereof, Guarantees any Indebtedness or other obligations of any Credit Party, or grants a Lien upon the Property of such entity or Qualified Restricted Subsidiary or any Subsidiary of either thereof securing any Indebtedness or other obligations of any Credit Party (including any Indebtedness under any Working Capital Facility) then t...
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Guarantee Supplements. 70 SECTION 4.20. Further Instruments and Acts............................... 70 SECTION 4.21. Payments for Consent....................................... 71 ARTICLE V CONSOLIDATION, MERGER AND SALE OF PROPERTY.......................71
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Guarantee Supplements. (a) If: (i) the aggregate amount of:
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Guarantee Supplements. If at any time after the date hereof the Issuer shall form or acquire any new Subsidiary that shall constitute a Material Subsidiary (other than a Receivables Entity, GCUK Telecom or any Subsidiary of GCUK Telecom), or if after the Issue Date any Subsidiary not a Material Subsidiary (whether or not in existence on the Issue Date) shall become a Material Subsidiary (other than a Receivables Entity, GCUK Telecom or any Subsidiary of GCUK Telecom), the Issuer will within 10 days thereof cause such new or existing Subsidiary to execute and deliver to the Trustee a Guarantee Supplement in substantially the form of Exhibit B hereto, and thereby to become a “Guarantor” and a
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Guarantee Supplements. Upon the execution and delivery by any Person of a Guarantee supplement in substantially the form of Exhibit C hereto (each, a "Guarantee Supplement"), (a) such Person shall be referred to as an "Additional Guarantor" and shall become and be a Guarantor hereunder, and each reference in this Guarantee to a "
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Guarantee Supplements. If any Restricted Subsidiary guarantees any Debt Securities issued by the Company, then (i) the Company shall promptly notify the Trustee of such guarantee, (ii) the Trustee shall, in turn, notify each Holder and (iii) the Company shall cause this Indenture to be amended to make such Restricted Subsidiary a Guarantor hereunder. Prior to the execution of such amendment, each such Restricted Subsidiary required to become a Guarantor pursuant to the provisions of this Section 4.15 shall be deemed a Guarantor for purposes of determining the rights and obligations hereunder.
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Guarantee Supplements. Administrative Agent shall have received a Supplement to the Guarantee Agreement, dated as of such date, executed by each of Laramie River DevCo, Laramie River DevCo GP and Black Diamond HoldCo, together with: (a) a certificate of a secretary or assistant secretary of Borrower, acting in its capacity as the sole member and/or sole general partner of such Person, certifying as to the incumbency and genuineness of the signature of each Responsible Officer, secretary and assistant secretary of Borrower executing the Loan Documents to which such Person is a party and certifying that attached thereto is a true, correct and complete copy of the certificate or articles of limited partnership, formation or incorporation, as applicable, of such Person and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of organization, the limited partnership agreement, operating agreement, bylaws or other governing document, as applicable, of such Person as of such date and resolutions duly adopted by the board of directors, or other governing body, as applicable, of Borrower, acting in its capacity as the sole member and/or sole general partner of such Person authorizing and approving the transactions contemplated hereunder and the execution, delivery and performance of the Loan Documents to which such Person is a party; (b) certificates as of a recent date setting forth the good standing of such Person under the Laws of (i) its jurisdiction of organization and (ii) each other jurisdiction in which the failure to be qualified to do business in such jurisdiction would reasonably be expected to have a Material Adverse Effect; (c) an opinion of counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, in each case as to such customary matters regarding the transactions contemplated by this Section 2.4 as the Administrative Agent or its counsel may reasonably request, which opinion shall permit reliance thereon by assignees permitted by Section 10.07(b) of the Credit Agreement, subject to customary conditions; and (d) customary “know your customer” information regarding such Person as requested by the Administrative Agent.
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Guarantee Supplements. Upon the execution and delivery by any Person of a Guarantee Supplement, (a) such Person shall be referred to as an “Additional Guarantor” and shall become either a Canadian Cross-Border Guarantor, a Canadian Subsidiary Guarantor, a Netherlands Subsidiary Guarantor or a US Subsidiary Guarantor, as applicable, hereunder, and each reference in this Guarantee Agreement to a “Canadian Cross-Border Guarantor”, a “Canadian Subsidiary Guarantor”, a “Netherlands Subsidiary Guarantor” or a “US Subsidiary Guarantor”, as applicable, shall also mean and be a reference to such Additional Guarantor, and (b) each reference herein to “this Guarantee Agreement”, “hereunder”, “hereof” or words of like import referring to this Guarantee Agreement, and each reference in any other Loan Document to the “Guarantee Agreement”, “thereunder”, “thereof” or words of like import referring to this Guarantee Agreement, shall mean and be a reference to this Guarantee Agreement as supplemented by such Guarantee Supplement.
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Related to Guarantee Supplements

  • Guaranty Supplements Upon the execution and delivery by any Person of a Guaranty Supplement, (i) such Person shall be referred to as an “Additional Guarantor” and shall become and be a Guarantor hereunder, and each reference in this Agreement to a “Guarantor” or a “Loan Party” shall also mean and be a reference to such Additional Guarantor, and each reference in any other Loan Document to a “Guarantor” shall also mean and be a reference to such Additional Guarantor, and (ii) each reference herein to “this Agreement”, “this Guaranty”, “hereunder”, “hereof” or words of like import referring to this Agreement and this Guaranty, and each reference in any other Loan Document to the “Loan Agreement”, “Guaranty”, “thereunder”, “thereof” or words of like import referring to this Agreement and this Guaranty, shall mean and be a reference to this Agreement and this Guaranty as supplemented by such Guaranty Supplement.

  • Collateral Agreement The security interests granted to the Administrative Agent herein are granted in furtherance, and not in limitation of, the security interests granted to the Administrative Agent pursuant to the Collateral Agreement. Each Grantor hereby acknowledges and affirms that the rights and remedies of the Administrative Agent with respect to the Copyright Collateral are more fully set forth in the Collateral Agreement, the terms and provisions of which are hereby incorporated herein by reference as if fully set forth herein. In the event of any conflict between the terms of this Agreement and the Collateral Agreement, the terms of the Collateral Agreement shall govern.

  • Guaranty Agreements Any Guaranty Agreement or any provision thereof shall for any reason cease to be in full force and effect or valid and binding on or enforceable against any Credit Party or a Credit Party shall so state in writing or bring an action to limit its obligations or liabilities thereunder; or any Credit Party shall fail to perform any of its obligations thereunder; or

  • Credit Agreement; Guarantee and Collateral Agreement The Administrative Agent shall have received (i) this Agreement, executed and delivered by the Administrative Agent, Holdings, the Borrower and each Person listed on Schedule 1.1A and (ii) the Guarantee and Collateral Agreement, executed and delivered by Holdings, the Borrower and each Subsidiary Guarantor.

  • Amendments to Security Documents Except to the extent otherwise expressly set forth in the Guarantee and Security Agreement or the other Loan Documents, no Security Document nor any provision thereof may be waived, amended or modified, nor may the Liens granted under the Guarantee and Security Agreement be spread to secure any additional obligations (excluding (x) any increase in the Loans and Letters of Credit hereunder pursuant to a Commitment Increase under Section 2.08(e), (y) any increase in any Other Secured Indebtedness or Shorter Term Secured Indebtedness permitted hereunder and (z) the spreading of such Liens to any Designated Indebtedness or Hedging Agreement Obligations (as defined in the Guarantee and Security Agreement) as provided for in the Guarantee and Security Agreement), except pursuant to an agreement or agreements in writing entered into by the Borrower, and by the Collateral Agent with the consent of the Required Lenders; provided that, (i) except as otherwise expressly permitted by the Loan Documents, without the written consent of each Lender and each Issuing Bank, no such agreement shall release all or substantially all of the Obligors from their respective obligations under the Security Documents and (ii) except as otherwise expressly permitted by the Loan Documents, without the written consent of each Lender and each Issuing Bank, no such agreement shall release all or substantially all of the collateral security or otherwise terminate all or substantially all of the Liens under the Security Documents, alter the relative priorities of the obligations entitled to the Liens created under the Security Documents (except in connection with securing additional obligations equally and ratably with the Loans and other obligations hereunder) with respect to all or substantially all of the collateral security provided thereby, except that no such consent shall be required, and the Administrative Agent is hereby authorized (and so agrees with the Borrower) to direct the Collateral Agent under the Guarantee and Security Agreement to, and in addition to the rights of such parties under the Guarantee and Security Agreement, the Administrative Agent and the Collateral Agent under the Guarantee and Security Agreement may, (1) release any Lien covering property (and to release any such guarantor) that is the subject of either a disposition of property not prohibited hereunder (including, without limitation, any property subject to a participation or repurchase transaction) or a disposition to which the Required Lenders or the required number or percentage of Lenders have consented (and such Lien shall be released automatically (A) to the extent provided in Section 10.03 of the Guarantee and Security Agreement and (B) to the extent permitted hereunder in connection with any property becoming subject to a participation or repurchase transaction), and (2) release from the Guarantee and Security Agreement any “Subsidiary Guarantor” (and any property of such Subsidiary Guarantor) that is designated as a “Designated Subsidiary” or becomes an Excluded Asset or an Immaterial Subsidiary in accordance with this Agreement or is otherwise no longer required to be a “Subsidiary Guarantor” (including, without limitation, because it ceases to be consolidated on the Borrower’s financial statements), so long as immediately after giving effect to any such release under this clause (2) and any Concurrent Transactions, (A) the Covered Debt Amount does not exceed the Borrowing Base and the Borrower delivers a certificate of a Financial Officer to such effect to the Administrative Agent, (B) either (I) the amount of any excess availability under the Borrowing Base immediately prior to such release is not diminished as a result of such release or (II) the Adjusted Gross Borrowing Base immediately after giving effect to such release is at least 110% of the Covered Debt Amount and (C) no Event of Default has occurred and is continuing.