Guarantors Sample Clauses
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Guarantors. (a) Subject to Section 8.14(c), within one hundred twenty (120) days, unless extended by Administrative Agent in its sole discretion, of any Person becoming a Material Subsidiary (other than an Excluded Subsidiary) after the Effective Date or in connection with the addition of a Property to the Unencumbered Pool that is owned by a Subsidiary not already a Guarantor (or Borrower), the Borrower shall deliver to the Administrative Agent each of the following in form and substance satisfactory to the Administrative Agent: (A) an Accession Agreement executed by such Subsidiary and (B) the items that would have been delivered under subsections (iv)(A), (v) through (viii), and (xiv) through (xvi), of Section 6.1(a) if such Subsidiary had been a Material Subsidiary on the Effective Date; provided, however, promptly (and in any event within one hundred twenty (120) days, unless extended by Administrative Agent in its sole discretion) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, as the case may be, such Subsidiary shall comply with the provisions of this Section. For the purpose of clarity, each Unencumbered Pool Property must be owned by a Guarantor or the Borrower, except during any period in which the owner of any Unencumbered Pool Property is not required to provide a Guaranty pursuant to Section 8.14(c), in which case such Unencumbered Pool Property need only be owned by a Subsidiary of the Borrower or the Borrower.
(b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Guarantor from the Guaranty so long as: (i) subject to Section 8.14(c), such Guarantor does not own (or will not own as of such release) any Unencumbered Pool Property, nor any direct or indirect equity interest in any Subsidiary that owns an Unencumbered Pool Property; (ii) such Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) or the last two sentences of the following subsection (c); (iii) no Default or Event of Default then exists or would occur as a result of such release, including, without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1; (iv) the representations and warranties made or deemed made by the Borr...
Guarantors. (a) Within 10 Business Days of the date on which any of the following conditions first applies to any Subsidiary (other than a Subsidiary owning a Non-Controlled Property) that is not already a Guarantor, the Borrower shall deliver to the Administrative Agent each of the following in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary (or if the Guaranty is not then in existence, a Guaranty executed by such Subsidiary) and (ii) the items that would have been delivered under subsections (iv) through (viii) of Section 5.1.(a) if such Subsidiary had been required to become a Guarantor on the Agreement Date:
Guarantors. So long as any Registrable Notes remain outstanding, the Issuers shall cause each Person that becomes a guarantor of the Notes under the Indenture to execute and deliver a counterpart to this Agreement which subjects such Person to the provisions of this Agreement as a Guarantor. Each of the Guarantors agrees to join the Company in all of its undertakings hereunder to effect the Exchange Offer for the Exchange Notes and the filing of any Shelf Registration Statement required hereunder.
Guarantors. Each of the Guarantors has joined into the execution of this Agreement for the purpose of consenting to the amendment contained herein and reaffirming its guaranty of the Obligations as amended by the terms of this Agreement.
Guarantors. If indicated as required on the Merchant Application then as a primary inducement to Service Providers to enter into this Agreement, the undersigned Guarantor(s), by signing this Agreement, jointly and severally, unconditionally and irrevocably, guarantee the continuing full and faithful performance and payment by Merchant of each of its duties and obligations to Service Providers pursuant to this Agreement, as it now exists or is amended from time to time, with or without notice. Guarantor(s) understands further that Service Providers may proceed directly against Guarantor(s) without first exhausting its remedies against any other person or entity responsible therefore to it or any security held by Service Providers or Merchant. Guarantor(s) hereby agrees that all rights, remedies, and recourses afforded to Service Providers by reason of this guarantee or otherwise are separate and cumulative and may be pursued separately, successively, or concurrently, as occasion therefore shall arise, and are nonexclusive and shall in no way limit or prejudice any other legal or equitable right, remedy, or recourse which Service Providers may have. Guarantor(s) hereby waive(s) presentment, notice of default or nonpayment, and protest and notice thereof, and consents to any modification or renewal of this Agreement or the guaranteed obligations. Guarantor(s) agree(s) to pay all costs, interest, and reasonable attorney’s fees incurred by Service Providers in collecting any amounts hereby guaranteed, whether from Guarantor(s) or Merchant, and in otherwise enforcing any of the Guaranteed Obligations. This guaranty will not be discharged or affected by the death of the undersigned, will bind all heirs, administrators, representatives, and assigns and may be enforced by or for the benefit of any successor of Service Providers. Guarantor(s) understand(s) that the inducement to Service Providers to enter into this agreement is consideration for the guaranty, and that this guaranty remains in full force and affect even if the Guarantor(s) receive no additional benefit from the guaranty.
Guarantors. 18.1. Each Guarantor: a Guarantees (jointly and severally if more than one) repayment to Cabins to Rent of all amounts payable by the Hirer pursuant to this Agreement, and the performance of all of the Hirer’s obligations under this Agreement. b Acknowledges that Cabins to Rent has entered into this Agreement with the Hirer at the request of the Guarantor, that Cabins to Rent might not have done so without the Guarantor’s guarantee, and that Cabins to Rent doing so is a benefit to the Guarantor. c Agrees that if the Hirer does not pay any amount, or perform any obligation, under this Agreement, the Guarantor will do so on demand. d Agrees that the Guarantor is liable under this guarantee and this Agreement as if it were the sole principal debtor and not merely a surety. e Agrees that, without limiting clause 18.1c, if for any reason any amounts payable by the Hirer under this Agreement or any collateral securities are not recoverable by Cabins to Rent, whether as a matter of law or as a matter of fact, the Guarantor will indemnify Cabins to Rent against any resulting Loss, and will pay the amount of any such Loss to Cabins to Rent as a principal debtor and on demand. f Agrees that their obligations as a Guarantor are absolute and unconditional, and will not be released or in any way affected by: i This Agreement being unenforceable or otherwise defective; or ii Any variation or release of this Agreement, or any other Guarantor; or iii Any concessions by Cabins to Rent to the Hirer or to any other Guarantor; or iv The insolvency, bankruptcy or liquidation (as appropriate) of the Hirer or any other Guarantor; or v Any other act, omission, or rule of law which would, were it not for this clause, release a guarantor or indemnifier, and irrevocably waives any rule of law to a different effect. g Acknowledges that the Guarantor is not a “Debtor” for the purposes of the PPSA and, to the extent permissible by law, waives any notices or rights of a Debtor under PPSA to the extent inconsistent with these terms. h Acknowledges that the Guarantor has either had independent legal advice prior to executing these terms or, if that has not occurred, that is solely the Guarantor’s own choice freely made, and as a result the Guarantor irrevocably waives any rights which the lack of that independent advice might otherwise have given the Guarantor.
Guarantors. Each Guarantor, for value received, hereby expressly consents and agrees to the Borrower’s execution and delivery of this Amendment, and to the performance by the Borrower of its agreements and obligations hereunder. This Amendment and the performance or consummation of any transaction or matter contemplated under this Amendment, shall not limit, restrict, extinguish or otherwise impair any Guarantor’s liability to the Administrative Agent and Lenders with respect to the payment and other performance obligations of such Guarantor pursuant to the Guarantees. Each Guarantor hereby ratifies, confirms and approves its Guarantee and acknowledges that it is unconditionally liable to the Administrative Agent and Lenders for the full and timely payment of the Guaranteed Obligations (on a joint and several basis with the other Guarantors). Each Guarantor hereby acknowledges that it has no defenses, counterclaims or set-offs with respect to the full and timely payment of any or all Guaranteed Obligations.
Guarantors. (a) The Company will cause any Subsidiary which becomes obligated for, or otherwise guarantees, Indebtedness in respect of the Credit Agreement, to deliver to each of the holders of the Notes (concurrently with the incurrence of any such obligation) the following items:
(i) a duly executed ▇▇▇▇▇▇▇ to the Subsidiary Guaranty in the form attached as Exhibit 9.9;
(ii) a certificate signed by an authorized Responsible Officer of such Subsidiary making representations and warranties to the effect of those contained in Section 5 which the Guarantors provided at Closing with respect to such Subsidiary and the Subsidiary Guaranty, as applicable; and
(iii) an opinion of counsel (who may be in-house counsel for the Company) addressed to each of the holders of the Notes satisfactory to the Required Holders, to the effect that the Subsidiary Guaranty by such Person has been duly authorized, executed and delivered and that the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Person enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.
(b) The holders of the Notes agree to discharge and release any Guarantor from the Subsidiary Guaranty upon the written request of the Company, provided that (i) such Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Guarantor under the Subsidiary Guaranty) as an obligor and guarantor under and in respect of the Credit Agreement and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, (ii) at the time of such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Default or Event of Default exists, and (iii) if any fee or other form of consideration (including but not limited to the granting of a security interest in collateral) is given to any holder of Indebtedness of the Company for the purpose of such release, holders of the Notes shall receive equivalent consideration.
Guarantors. Each of the undersigned Guarantors consent to the amendments to the Loan Documents contained herein. Although the undersigned Guarantors have been informed of the matters set forth herein and have consented to same, each Guarantor understands that no member of the Lender Group has any obligation to inform it of such matters in the future or to seek its acknowledgement or agreement to future consents, waivers, or amendments related to the Credit Agreement, and nothing herein shall create such a duty.
Guarantors. B▇▇▇▇'▇ Realty Partnership, a North Carolina general partnership C▇▇▇▇▇▇'▇ Realty Partnership, a North Carolina general partnership Smithfield-C▇▇▇▇▇▇'▇ Farms, a Virginia general partnership By: M▇▇▇▇▇-▇▇▇▇▇, LLC, as a general partner of each By: /s/ T▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: T▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President A▇▇▇▇▇-▇▇▇▇▇▇▇ Meats LLC, a Delaware limited liability company Farmland Foods, Inc., a Delaware corporation J▇▇▇ ▇▇▇▇▇▇▇ & Co., a Delaware corporation M▇▇▇▇▇ Farms of Texhoma, Inc., an Oklahoma corporation M▇▇▇▇▇-▇▇▇▇▇ LLC, a Delaware limited liability company P▇▇▇▇▇▇ ▇▇▇▇▇▇, LLC, a Delaware limited liability company Premium Pet Health, LLC, a Delaware limited liability company Premium Standard Farms, LLC, a Delaware limited liability company Smithfield Global Products Inc., a Delaware corporation The Smithfield Packing Company, Incorporated, a Delaware corporation Smithfield Purchase Corporation, a North Carolina corporation Smithfield Transportation Co., Inc., a Delaware corporation Stefano Foods, Inc., a North Carolina corporation SFRMH Liquidation, Inc. (f/k/a RMH Foods, Inc.), a Delaware corporation By: /s/ T▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: T▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President Jonmor Investments, Inc., a Delaware corporation Patcud Investments, Inc., a Delaware corporation SFFC, Inc., a Delaware corporation SF Investments, Inc., a Delaware corporation By: /s/ C▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: C▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: President COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK NEDERLAND", NEW YORK BRANCH, individually and as Administrative Agent, Issuing Bank and Swingline Bank By: /s/ J▇▇▇▇ ▇. Kenwood J▇▇▇▇ ▇. Kenwood, Executive Director By: /s/ Izumi Fukushima Izumi Fukushima, Executive Director By: /s/ V▇▇▇▇▇▇ ▇▇▇▇ Name: V▇▇▇▇▇▇ ▇▇▇▇ Title: Executive Director By: /s/ N▇▇▇ ▇▇▇▇▇▇ Name: N▇▇▇ ▇▇▇▇▇▇ Title: Assistant Vice President By: /s/ J▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇. Name: J▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇. Title: Vice President By: /s/ A▇▇▇ ▇▇▇▇▇▇▇▇ Name: A▇▇▇ ▇▇▇▇▇▇▇▇ Title: Vice President By: /s/ M▇▇▇ ▇▇▇▇▇▇ Name: M▇▇▇ ▇▇▇▇▇▇ Title: Authorized Signatory By: /s/ P▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: P▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Managing Director By: /s/ S▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: S▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Authorized Signatory By: /s/ M▇▇▇▇▇▇ ▇▇▇▇▇ Name: M▇▇▇▇▇▇ ▇▇▇▇▇ Title: Vice President By: /s/ A▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: A▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Vice President By: /s/ S▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: S▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director By: /s/ L▇▇▇▇▇ ▇▇▇▇▇▇ Name: L▇▇▇▇▇ ▇▇▇▇▇▇ Title: Director By: /s/ H▇▇▇▇ ▇...