Note Guaranty Clause Samples
Note Guaranty. (a) Guarantor hereby jointly and severally, unconditionally and irrevocably guarantees the Notes and obligations of the Issuer hereunder and thereunder, and guarantees to each Holder and to the Trustee on behalf of such Holder, that: (i) the principal of (including, for the avoidance of doubt, all PIK Amounts) and premium, if any, and interest on the Notes (including any interest on any overdue principal of and interest on the Notes at the Default Rate) shall be paid in full when due, whether on the Maturity Date, by acceleration, call for redemption or otherwise (including, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code), and all other Obligations of the Issuer shall be promptly paid in full and performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same shall be paid in full when due or performed in accordance with the terms of the extension or renewal, whether on the Maturity Date, by acceleration or otherwise. Each of the Note Guaranties of the Guarantor shall be a Guaranty of payment and not of collection.
(b) Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, this Indenture, the other Note Documents or any of the Obligations, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor.
(c) Guarantor hereby waives the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer or any other Person, protest, notice and all demands whatsoever and covenants that the Note Guaranty shall not be discharged as to any Note except by the complete payment and performance of the Obligations Guarantor hereby agrees that, in the event of a default in payment of principal or premium, if any, or interest on any Note, whether on the Maturity Date, by acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee, at t...
Note Guaranty. (a) The Parties acknowledge that on or about the date hereof, Nevada JV has provided a guaranty and assumed the due and punctual performance and observance of all of the covenants and conditions of Newmont Member under the Note Indenture pursuant to a first supplemental indenture dated as of the date hereof (the “Note Guaranty”) among Newmont, Newmont Member, Nevada JV and the trustee under the Note Indenture. Upon the payment by Nevada JV of any amount pursuant to the Note Guaranty, the Proportionate Interest of the Newmont Member will be diluted by the Note Guaranty Dilution Amount, in the manner set out herein. An illustration of such recalculation is set out in Part IV of Schedule G.
(b) If demand for payment is made to Nevada JV pursuant to the Note Guaranty, the Operator shall, in its sole discretion, determine (i) whether Nevada JV is required to make any payment pursuant to the Note Guaranty, and (ii) whether any such payment shall be funded by (A) additional Member Contributions from Barrick Member for that purpose, (B) other Cash Available to Nevada JV, or (C) any combination of the foregoing. For clarity, in the case of the foregoing clause (A), any such Member Contributions shall be funded solely by Barrick Member, and not Newmont Member.
Note Guaranty. 71 SECTION 12.02. EXECUTION AND DELIVERY OF NOTE GUARANTY.......72 SECTION 12.03. SUBSIDIARY GUARANTORS MAY CONSOLIDATE, ETC., ON CERTAIN TERMS........................72 SECTION 12.04. RELEASES FOLLOWING SALE OF ASSETS, MERGER, SALE OF CAPITAL STOCK, ETC....................73
Note Guaranty. From the Effective Date, and thereafter until the Specified Date:
Note Guaranty. 81 SECTION 11.2 Execution and Delivery.....................................................................................................83 SECTION 11.3 Subrogation...................................................................................................................83 SECTION 11.4 Severability...................................................................................................................84 SECTION 11.5 Limitation of Guarantors’ Liability.........................................................................................84 SECTION 11.6 Benefits Acknowledged.....................................................................................................84 Article XII MISCELLANEOUS.........................................................................................................84 SECTION 12.1 Notices.......................................................................................................................84 SECTION 12.2 Certificate and Opinion as to Conditions Precedent...................................................................86 SECTION 12.3 Statements Required in Certificate or Opinion...........................................................................86 SECTION 12.4 Rules by Trustee and Agents...............................................................................................86 SECTION 12.5 No Personal Liability of Directors, Officers, Employees and Stockholders.........................................87
Note Guaranty. ▇▇▇▇▇▇▇▇ shall have delivered to ▇.▇. ▇▇▇▇▇▇▇ its guarantee of the ▇▇▇▇▇▇▇ Note.
Note Guaranty. 12.1 Note Guaranty 73 13.1 Area of Interest 73 13.2 Exceptions 74
Note Guaranty