Guarantees of Obligations Sample Clauses

Guarantees of Obligations. Each Guarantor unconditionally jointly and severally guarantees to each Lender, each Hedge Bank, each Cash Management Bank and the Administrative Agent that the Obligations will be performed and will be paid in full in cash when due and payable, whether at the stated or accelerated maturity thereof or otherwise, this guarantee being a guarantee of payment and not of collectability and being absolute and in no way conditional or contingent. In the event any part of the Obligations shall not have been so paid in full when due and payable, each Guarantor will, immediately upon notice by the Administrative Agent or, without notice, immediately upon the occurrence of a Bankruptcy Default, pay or cause to be paid to the Administrative Agent the amount of such Obligations which are then due and payable and unpaid for application in accordance with Section 8.05. The obligations of each Guarantor hereunder shall not be affected by the invalidity, unenforceability or irrecoverability of any of the Obligations as against any other Loan Party, any other guarantor thereof or any other Person. For purposes hereof, the Obligations shall be due and payable when and as the same shall be due and payable under the terms of this Agreement or any other Loan Document notwithstanding the fact that the collection or enforcement thereof may be stayed or enjoined under the Bankruptcy Code or other applicable law. For purposes of the remainder of this Article X only, the term “Lender” shall be deemed to include each Hedge Bank and each Cash Management Bank, as applicable and as the context may require.
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Guarantees of Obligations. It is the intent of the parties hereto that all of the obligations of the Borrower hereunder shall be unconditionally guaranteed by all of its Material Subsidiaries to the maximum extent permitted under any Requirement of Law applicable to any such Material Subsidiary. Accordingly, in the event that any Material Subsidiary shall be formed, acquired or come into existence after the date hereof then the Borrower will cause such Material Subsidiary to (i) execute and deliver a Guaranty Agreement in form and substance satisfactory to the Agent pursuant to which such Material Subsidiary will become a “Guarantor” hereunder, and guarantee the obligations of the Borrower hereunder and under the Notes and other Loan Documents and (ii) deliver such proof of corporate or other action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.1 on the Closing Date or as the Agent shall have reasonably requested.
Guarantees of Obligations. Subject to the last sentence of this Section 5.10, in the event that any Significant Unregulated Subsidiary shall be formed, acquired or come into existence after the Closing Date, promptly cause such Significant Unregulated Subsidiary to (a) execute and deliver a Guaranty Agreement (or a Joinder Agreement as determined by the Agent) in form and substance satisfactory to the Agent pursuant to which such Significant Unregulated Subsidiary will become a “Guarantor” hereunder, and guarantee the obligations of the Borrower hereunder and under the Notes and other Loan Documents and (b) deliver such proof of corporate or other action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.1 on the Closing Date or as the Agent shall have reasonably requested. It is the intent of the parties hereto that all of the obligations of the Borrower hereunder shall be unconditionally guaranteed by all of its Significant Unregulated Subsidiaries to the maximum extent permitted under the laws of the jurisdiction of organization of any such Significant Unregulated Subsidiary.
Guarantees of Obligations. It is the intent of the parties hereto that the Guaranteed Obligations shall be unconditionally Guaranteed by all of the Issuer's Wholly Owned Restricted Subsidiaries to the maximum extent permitted under the laws of the jurisdiction of organization of any such Wholly Owned Restricted Subsidiary, PROVIDED that in no event shall a Foreign Subsidiary be required to Guarantee the Guaranteed Obligations. Accordingly, in the event that any such Wholly Owned Restricted Subsidiary shall be formed, acquired or come into existence after the date hereof (each, a "NEW SUBSIDIARY"), the Issuer will cause such New Subsidiary to execute and deliver a Joinder Agreement in the form of Exhibit G pursuant to which such New Subsidiary will become a "Guarantor" and an "Obligor" hereunder and Guarantee the Guaranteed Obligations as provided in the definition of such term in Section 1.01.
Guarantees of Obligations of Companies under equipment leasing agreements entered into in the ordinary course of business.
Guarantees of Obligations. (a) Parent hereby guarantees and agrees to be jointly and severally liable for the prompt and complete performance of Seller’s obligations under this Agreement and the Seller Documents, but subject to the same limitations as those on Seller’s obligations hereunder, including its indemnification obligations under Article X, as if Parent had delivered the representations and warranties of Seller set forth in Article V on a joint and several basis. Parent’s obligations are unconditional irrespective of any circumstances which might otherwise constitute, by operation of law, a discharge of a guarantor and it shall not be necessary for Purchaser to institute or exhaust any remedies or causes of action against Seller or any other Person as a condition to the obligations of Parent hereunder.
Guarantees of Obligations. It is the intent of the parties hereto that all of the obligations of the Borrower hereunder shall be unconditionally guaranteed by all of its Restricted Subsidiaries to the maximum extent permitted under the laws of the jurisdiction of organization of any such Restricted Subsidiary. Accordingly, in the event that any Subsidiary shall be formed, acquired or come into existence after the date hereof (a "New Subsidiary") then, unless the Borrower shall designate such New Subsidiary as an Unrestricted Subsidiary hereunder, the Credit Parties will cause such New Subsidiary to (i) execute and deliver an Assumption Agreement in substantially the form of Exhibit G pursuant to which such New Subsidiary will become a "Guarantor" and a "Credit Party" hereunder and under the Credit Party Pledge Agreement, and Guarantee the Guaranteed Obligations hereunder as provided in the definition of such term in Section 9.01 and (ii) deliver such proof of corporate or other action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Credit Party pursuant to Section 3.01 on the Closing Date or as the Administrative Agent shall have reasonably requested.
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Related to Guarantees of Obligations

  • Guarantee of Obligations Guarantor hereby absolutely, unconditionally and irrevocably guarantees and promises, as primary obligor and not merely as surety, intending to be jointly and severally bound, to Lessor and Owner Participant (i) the due and punctual observance and performance by Lessee of each and every duty, obligation, agreement, covenant and condition on Lessee’s part to be observed or performed pursuant to the Lease and each of the other Operative Documents to which Lessee is a party (each, a “Guaranteed Document”, and collectively, the “Guaranteed Documents”), and (ii) the due and punctual payment of any and all amounts required to be paid by Lessee to Lessor, Owner, Owner Participant and each Financing Party (each a “Guaranteed Party” and collectively, the “Guaranteed Parties”) in respect of the Guaranteed Documents, as fully as if the undersigned were a party to said Guaranteed Documents (collectively, the “Obligations”). Guarantor acknowledges that it is fully aware of the terms and conditions of and the transactions contemplated by the Guaranteed Documents. Guarantor hereby agrees that, in the event that Lessee fails to pay any Obligation for any reason on the date on which such Obligation is required to be paid, whether by acceleration or otherwise, Guarantor will pay or cause to be paid such Obligation at the time specified in the Guaranteed Documents, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will promptly be paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal (it being the intention hereof that Guarantor shall promptly pay to the applicable Guaranteed Party, as a payment obligation directly due from Guarantor to such Guaranteed Party, amounts equal to all amounts due to such Guaranteed Party that Lessee shall fail to pay when due under the Guaranteed Documents, whether by acceleration or otherwise). Guarantor hereby agrees that, in the event that Lessee fails to perform any other Obligation for any reason on the date on which such Obligation is required to be performed, Guarantor will cause such Obligation to be performed when due to be performed by Lessee under the Guaranteed Documents, and that in the case of any extension of time of performance or renewal of any of the Obligations, the same will promptly be performed on the date performance is due (whether by extension or otherwise) in accordance with the terms of such extension or renewal.

  • Guaranty of Obligations Guarantor hereby absolutely, irrevocably and unconditionally guarantees to Lender the full and timely payment and performance of all of the Guaranteed Obligations as and when the same shall be due and payable, whether by lapse of time, by acceleration of maturity or otherwise. Guarantor hereby absolutely, irrevocably and unconditionally covenants and agrees that it is liable for the Guaranteed Obligations as primary obligor.

  • Ranking of Obligations The Company’s payment obligations under this Agreement and the Notes will, upon issuance of the Notes, rank pari passu, without preference or priority, with all other unsecured and unsubordinated Indebtedness of the Company and senior to any mandatorily redeemable Preferred Stock issued by the Company.

  • Conditions of Obligations Each Agent's obligations to purchase the Notes as principal and to solicit offers to purchase the Notes as agent of the Company and the obligation of any purchaser of Notes sold through an Agent as agent, will be subject at all times to the accuracy of the representations and warranties on the part of the Company herein and to the accuracy of the statements of the Company's officers made in any certificate furnished pursuant to the provisions hereof, to the performance and observance by the Company of all covenants and agreements herein contained on its part to be performed and observed and to the following additional conditions precedent:

  • Repayment of Obligations On or before the IPO Closing ------------------------ Date, each of the Stockholders shall repay the entire unpaid amount of all notes, advances and other payment obligations owed by such Stockholder to the Company.

  • Limitation on Guarantees of Indebtedness by Restricted Subsidiaries The Issuer shall not permit any of its Wholly-Owned Subsidiaries that are Restricted Subsidiaries (and non-Wholly-Owned Subsidiaries if such non-Wholly-Owned Subsidiaries guarantee other capital markets debt securities of the Issuer or any Guarantor), other than a Guarantor, a Foreign Subsidiary or a Securitization Subsidiary, to guarantee the payment of any Indebtedness of the Issuer or any other Guarantor unless:

  • Payment of Obligations Pay, discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all its material obligations of whatever nature, except where the amount or validity thereof is currently being contested in good faith by appropriate proceedings and reserves in conformity with GAAP with respect thereto have been provided on the books of the Borrower or its Subsidiaries, as the case may be.

  • Guarantees, etc To endorse or guarantee the payment of any notes or other obligations of any person; to make contracts of guaranty or suretyship, or otherwise assume liability for payment thereof; and to mortgage and pledge the Trust property or any part thereof to secure any of or all such obligations;

  • Guaranty of Obligation Guarantor hereby irrevocably and unconditionally guarantees to Lender and its successors and assigns the payment and performance of the Guaranteed Obligations as and when the same shall be due and payable, whether by lapse of time, by acceleration of maturity or otherwise. Guarantor hereby irrevocably and unconditionally covenants and agrees that it is liable for the Guaranteed Obligations as a primary obligor.

  • Status of Obligations In the event that the Borrower or any other Loan Party shall at any time issue or have outstanding any Subordinated Indebtedness, the Borrower shall take or cause such other Loan Party to take all such actions as shall be necessary to cause the Secured Obligations to constitute senior indebtedness (however denominated) in respect of such Subordinated Indebtedness and to enable the Administrative Agent and the Lenders to have and exercise any payment blockage or other remedies available or potentially available to holders of senior indebtedness under the terms of such Subordinated Indebtedness. Without limiting the foregoing, the Secured Obligations are hereby designated as “senior indebtedness” and as “designated senior indebtedness” and words of similar import under and in respect of any indenture or other agreement or instrument under which such Subordinated Indebtedness is outstanding and are further given all such other designations as shall be required under the terms of any such Subordinated Indebtedness in order that the Lenders may have and exercise any payment blockage or other remedies available or potentially available to holders of senior indebtedness under the terms of such Subordinated Indebtedness.

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