Note Guarantees Sample Clauses
The "Note Guarantees" clause establishes that certain parties agree to guarantee the obligations or payments due under a promissory note or similar debt instrument. In practice, this means that if the primary borrower fails to make payments or defaults, the guarantors are legally responsible for fulfilling those obligations, which may include repaying principal, interest, or other amounts owed. This clause is essential for providing additional security to the lender, reducing the risk of non-payment and increasing the likelihood that the lender will recover the amounts due.
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Note Guarantees. (a) Subject to the provisions of this Section 10, each Guarantor hereby fully, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, on a joint and several basis, to each Holder of the Notes and the Trustee the due and punctual payment of the principal of (and premium, if any) and interest (including, in case of default, interest on principal and, to the extent permitted by applicable law, on overdue interest and including any additional interest required to be paid according to the terms of the Notes), if any, on the Notes, when and as the same shall become due and payable, whether at Stated Maturity, upon redemption, upon acceleration, upon tender for repayment at the option of any Holder or otherwise, according to the terms thereof and of this Indenture and all other obligations of the Company with respect to the Notes to any Holder or the Trustee hereunder or thereunder. Each Guarantor agrees that the Guarantor Obligations will rank equally in right of payment with other Indebtedness of such Guarantor, except to the extent such other Indebtedness is subordinate to the Guarantor Obligations, in which case the obligations of the Guarantors under the Note Guarantees will rank senior in right of payment to such other Indebtedness, and except for claims of creditors that are mandatorily preferred by law, in which case the obligations of the Guarantors under the Note Guarantees will rank junior in right of payment to such claims.
(b) To evidence its Note Guarantee set forth in this Section 10.01, each Guarantor hereby agrees that this Indenture (or a supplement thereto, substantially in the form attached as Exhibit F hereto) and, in the case of additional Guarantors added pursuant to Section 9.01(i) hereof, a supplement to the Note Guarantee, substantially in the form attached as Exhibit E hereto shall be executed on behalf of such Guarantor by an Officer of such Guarantor.
(c) Each Guarantor hereby agrees that its Note Guarantee set forth in this Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Note Guarantee on the Notes.
(d) If an Officer whose signature is on this Indenture (or a supplement thereto) or any notation of Guarantee no longer holds that office at the time the Trustee authenticates a Note, the Note Guarantee of such Note shall be valid nevertheless.
(e) Each Guarantor further agrees (to the extent permitted by law) that the Guara...
Note Guarantees. Section 10.01. Guarantee............................................... 83 Section 10.02. Limitation on Guarantor Liability....................... 84 Section 10.03. Execution and Delivery of Note Guarantee................ 85 Section 10.04. Guarantors May Consolidate, etc., on Certain Terms...... 85 Section 10.05. Releases................................................ 86
Note Guarantees. Section 10.01 Guarantee. 125 Section 10.02 Limitation on Guarantor Liability. 127 Section 10.03 Execution and Delivery of Note Guarantee. 127 Section 10.04 Subsidiary Guarantors May Consolidate, etc., on Certain Terms. 127 Section 10.05 Releases. 128 Section 11.01 Satisfaction and Discharge. 129 Section 11.02 Application of Trust Money. 130
Note Guarantees. Section 10.01 Guarantee 99 Section 10.02 Limitation on Guarantor Liability 100 Section 10.03 Execution and Delivery of Note Guarantee 103 Section 10.04 Guarantors May Consolidate, etc., on Certain Terms 103 Section 10.05 Note Guarantees Release 104
Note Guarantees. (a) Each Note Guarantor hereby fully and unconditionally guarantees, as primary obligor and not merely as surety, jointly and severally with each other Note Guarantor, to each Holder and the Trustee, the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the Obligations (such guaranteed Obligations, the “Guaranteed Obligations”). Each Note Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and agrees to pay, in addition to the amounts stated in Section 10.1(f), any and all expenses (including reasonable counsel fees and expenses) incurred by the Trustee or the Holders in enforcing or exercising any rights under any Note Guarantee.
(b) In no event shall the Trustee or the Holders be obligated to take any action, obtain any judgment or file any claim prior to enforcing or exercising any rights under any Note Guarantee.
(c) Each Note Guarantor further agrees that its Note Guarantee constitutes an absolute and unconditional and continuing guarantee. Each Note Guarantor hereby waives, to the extent permitted by law:
(i) any claim as to the legality, validity, regularity or enforceability of this Indenture, the Notes or any other agreement;
(ii) any claim as to the lack of authority of the Issuer to execute or deliver this Indenture, the Notes or any other agreement;
(iii) diligence, presentation to, demand of payment from and protest to the Issuer of any of the Obligations and notice of protest for nonpayment;
(iv) the occurrence of any Default or Event of Default under this Indenture, the Notes or any other agreement;
(v) notice of any Default or Event of Default under this Indenture, the Notes or any other agreement;
(vi) the failure of the Trustee or any Holder to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Notes or any other agreement;
(vii) any extension or renewal of the Obligations, this Indenture, the Notes or any other agreement;
(viii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement;
(ix) the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the Issuer;
(x) any setoff, counterclaim, recoupment, termination or defense of any kind or nature which may be available to or asserted by any Note Guarantor or the Issue...
Note Guarantees. This Note will be entitled to the benefits of certain Note Guarantees made for the benefit of the Holders. Reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and obligations thereunder of the Guarantors, the Trustee and the Holders.
Note Guarantees. Section 11.01 Guarantee. Section 11.02 Subordination of Note Guarantee. Section 11.03 Limitation on Guarantor Liability.
Note Guarantees. Subject to Section 10.04 of the Base Indenture, the Notes of this Series shall be guaranteed (i) initially by Parent and any Wholly-Owned Subsidiary of the Issuer that (x) is not an Excluded Subsidiary and (y) is an obligor under the Credit Agreement and (ii) by any future direct or indirect Subsidiary of Parent that is not a Subsidiary of the Issuer or any other Guarantor that directly or indirectly owns Capital Stock of the Issuer.
Note Guarantees. Section 11.1. Note Guarantees 79 Section 11.2. Termination, Release and Discharge 81 Section 11.3. Right of Contribution 81 Section 11.4. No Subrogation 81 Section 11.5. Additional Note Guarantees 81 Section 12.1. Agreement to Subordinate 82 Section 12.2. Liquidation, Dissolution, Bankruptcy 82 Section 12.3. Default on Designated Senior Indebtedness of Restricted Subsidiaries 82 Section 12.4. Demand for Payment 83 Section 12.5. When Distribution Must Be Paid Over 83 Section 12.6. Subrogation 83 Section 12.7. Relative Rights 83 Section 12.8. Subordination May Not Be Impaired by Restricted Subsidiaries 84 Section 12.9. Rights of Trustee and Paying Agent 84 Section 12.10. Distribution or Notice to Representative 84 Section 12.11. Article XII Not to Prevent Defaults Under the Note Guarantees or Limit Right To Demand Payment 84 Section 12.12. Trustee Entitled to Rely 84 Section 12.13. Trustee to Effectuate Subordination 85 Section 12.14. Trustee Not Fiduciary for Holders of Senior Indebtedness of Restricted Subsidiaries 85 Section 12.15. Reliance by Holders of Senior Indebtedness on Subordination Provisions 85 Section 13.1. Collateral Documents 85 Section 13.2. Suits to Protect the Collateral 86 Section 13.3. Possession of the Collateral 86 Section 13.4. Authorization of Actions To Be Taken by the Trustee Under the Collateral Documents 86 Section 13.5. Authorization of Receipt and Distribution of Funds by the Trustee 86 Section 13.6. Release of Collateral; Termination of Security Interest 86 Section 13.7. Instructions under the Collateral Documents 87 Section 13.8. Certificates of the Company 87 Section 13.9. Execution of Release by Trustee 88 Section 13.10. Recording and Opinions 89 Section 14.1. Trust Indenture Act Controls 89 Section 14.2. Notices 89 Section 14.3. Communication by Holders with Other Holders 90 Section 14.4. Certificate and Opinion as to Conditions Precedent 90 Section 14.5. Statements Required in Certificate or Opinion 90 Section 14.6. Rules by Trustee, Paying Agent and R▇▇▇▇▇▇▇▇ ▇▇ Section 14.7. Legal Holidays 91 Section 14.8. Governing Law, etc 91 Section 14.9. No Recourse Against Others 92 Section 14.10. Successors 92 Section 14.11. Duplicate and Counterpart Originals 92 Section 14.12. Severability 93 Section 14.13. Conversion of Currency 93 Section 14.14. Table of Contents; Headings 93 INDENTURE, dated as of [●], 2007, between Grupo Iusacell Celular, S.A. de C.V., a Mexican sociedad anónima de capital variable (the “Company”), the Restri...
Note Guarantees. Section 11.01 Guarantee. 86 Section 11.02 Subordination of Note Guarantee 87 Section 11.03 Limitation on Guarantor Liability. 87 Section 11.04 Execution and Delivery of Note Guarantee. 88 Section 11.05 Guarantors May Consolidate, etc., on Certain Terms. 88 Section 11.06 Releases. 89 Section 12.01 Satisfaction and Discharge. 89 Section 12.02 Application of Trust Money. 90