Securities Guarantees Sample Clauses
The Securities Guarantees clause establishes that a party provides a guarantee regarding the validity, ownership, or performance of certain securities involved in the agreement. In practice, this means the guarantor assures that the securities are genuine, free from encumbrances, and that they will fulfill any obligations tied to them, such as payment of dividends or transferability. This clause is essential for protecting the interests of the receiving party by reducing the risk of fraud or defective securities, thereby ensuring confidence and clarity in securities transactions.
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Securities Guarantees. SECTION 1301. Subsidiary Guarantees..................................................66 SECTION 1302.
Securities Guarantees. The Securities Guarantees will be the Guarantors’ unsecured senior obligations and will (1) be a senior obligation of such Guarantor and rank equally in right of payment with existing and future senior indebtedness of such Guarantor and (2) be senior in right of payment to all existing and future subordinated indebtedness of such Guarantor.
Securities Guarantees. (a) Each of the Guarantors hereby fully and unconditionally guarantees (collectively, the “Guarantees”), on a joint and several basis to each Holder and to the Trustee and its successors and assigns on behalf of each Holder, the full and punctual payment of principal of (and premium, if any) and (subject to Section 307 of the Indenture) interest on, and all other monetary obligations of the Company under the Indenture, this Supplemental Indenture and the Notes (including obligations to the Trustee), in each case, with respect to Notes authenticated and delivered by the Trustee or its agent pursuant to and in accordance with the Indenture when and as the same shall become due and payable, in accordance with the terms of the Indenture and the Notes (all the foregoing being hereinafter collectively referred to as the “Obligations”). Each Guarantor further agrees that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Guarantor and that such Guarantor will remain bound under this Article Two notwithstanding any extension or renewal of any Obligation. All payments under each Guarantee will be made as specified in Section 311 of the Indenture.
(b) Each Guarantor hereby agrees that its obligations hereunder shall be as if it were principal debtor and not merely surety and shall be absolute, full and unconditional, unaffected by, and irrespective of, any invalidity, irregularity or unenforceability of the Notes, the Indenture or this Supplemental Indenture, any failure to enforce the provisions of the Notes, the Indenture or this Supplemental Indenture, any waiver, modification or indulgence granted to the Company with respect thereto by the Holders or the Trustee, or any other circumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor (except payment in full). Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Company, any right to require that the Trustee pursue or exhaust its legal or equitable remedies against the Company prior to exercising its rights under a Guarantee (including, for the avoidance of doubt, any right which a Guarantor may have to require the seizure and sale of the assets of the Company to satisfy the outstanding principal of, interest on or any other amount payable under the Notes prior to recourse against such Guarantor or its assets), protest or not...
Securities Guarantees. SECTION 1301. Securities Guarantees.................................93 SECTION 1302.
Securities Guarantees. This 2030 Note will be entitled to the benefits of certain Securities 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.
Securities Guarantees. This Security is entitled to the benefits of the Securities Guarantees made by each of the Guarantors as described in the Indenture, pursuant to which the Guarantors have irrevocably and unconditionally, jointly and severally, guaranteed on a senior subordinated basis the punctual payment when due, whether at Stated Maturity, by acceleration, redemption or otherwise, of all obligations of the Company under the Indenture and this Security. A Guarantor shall be released from its Securities Guarantee upon the terms and subject to the conditions set forth in the Indenture.
Securities Guarantees. Section 13.01
Securities Guarantees. 20 Section 9.01 Applicability of Guarantee Provisions 20 ARTICLE X MISCELLANEOUS 20 Section 10.01 Amendments to Section 14.01 20 Section 10.02 Determination Under Section 14.08 21 Section 10.03 Application of Ninth Supplemental Indenture; Ratification. 21 Section 10.04 Benefits of Ninth Supplemental Indenture 21 Section 10.05 Effective Date 21 Section 10.06 Governing Law 21 Section 10.07 Counterparts 22 SCHEDULE 1 Real Estate Revenues EXHIBIT A Form of Note EXHIBIT B Form of Notation of Securities Guarantee LEGAL_1:79216828.4 LEGAL_1:79216828.4 THIS NINTH SUPPLEMENTAL INDENTURE, dated as of April 21, 2023 (the “Ninth Supplemental Indenture”), is by and among Ventas Canada Finance Limited, a Nova Scotia company, as issuer (the “Issuer”), Ventas, Inc., a Delaware corporation, as Guarantor, and Computershare Trust Company of Canada, as trustee (the “Trustee”), having a Corporate Trust Office at 8th Floor, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇, as Trustee under the Indenture (defined below).
Securities Guarantees
