The Subsidiary Guaranty. Subject in each case to the provisions of Section 9.08, each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally guarantees as primary obligor and not merely as surety, the full and punctual payment as and when the same shall become due and payable (whether at stated maturity, upon acceleration or otherwise) of the principal and interest on each Revolving Credit Loan Note and Term Loan Note issued by the Borrower under this Agreement, the full and punctual payment of each Reimbursement Obligation in respect of the Revolving Letters of Credit under this Agreement and the full and punctual payment of all amounts payable by the Borrower under this Agreement in respect of the Revolving Credit Loan Facility and the Term Loans (the “Revolving Credit Loan/Term Loan Obligations”) (the guaranty referred to above is referred to as the “Subsidiary Guaranty”). Upon failure by the Borrower to pay punctually any such amount, the Subsidiary Guarantors shall forthwith on demand pay the amount not so paid at the place and in the manner specified in the Agreement. The Revolving Credit Loan/Term Loan Obligations of the Borrower guaranteed by the Subsidiary Guarantors are referred to as the “Guaranteed Obligations”. Without limiting the generality of the foregoing, each Subsidiary Guarantor’s liability hereunder shall extend to all amounts which constitute part of the obligations guaranteed by it hereunder and would be owed by the Borrower hereunder but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower.
The Subsidiary Guaranty. In addition to the foregoing, we have reviewed (i) the certificates of incorporation certified by the Secretary of State of the State of Delaware of IVZ and each Subsidiary Guarantor, (ii) the by-laws of IVZ and each Subsidiary Guarantor, (iii) the resolutions of the board of directors of IVZ and each Subsidiary Guarantor with respect to the transactions contemplated by the Transaction Documents (items (i) through (iii) collectively, the “Organizational Documents”), (iv) certificates of public officials concerning the legal existence and good standing of IVZ and each Subsidiary Guarantor, (v) certificates of corporate officers and (vi) originals or copies, certified or otherwise identified to our satisfaction, of documents, corporate records, and other instruments, and made such further legal and factual examinations, as we have deemed necessary for the purposes of expressing the opinions set forth herein. In making the examinations described above and in rendering the opinions expressed below, we have assumed: (a) the genuineness of all signatures, (b) the legal capacity of natural persons, (c) the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such documents, (d) the due authorization, execution and delivery of the Transaction Documents by all parties thereto (other than IVZ and the Subsidiary Guarantors with respect to any Transaction Documents to which they are a party), (e) that such Transaction Documents are legal, valid and binding obligations of the parties thereto enforceable against all such parties thereto (other than the Borrowers, the Parent and the Subsidiary Guarantors), (f) all parties to the Transaction Documents (other than IVZ and the Subsidiary Guarantors) have the full power, authority and legal right to perform their respective obligations under such Transaction Documents, (g) that all of the representations and warranties made by the Borrowers, the Parent and the Subsidiary Guarantors in the Transaction Documents are true and correct as to the factual matters therein, (h) the Lenders and the Agent have acted in good faith and without notice of any defense against enforcement of rights created by the transactions (the “Transactions”) contemplated by the Credit Agreement and the other Transaction Documents, (i) each party to the Credit Agreement and the other Transaction Document...
The Subsidiary Guaranty. We have been furnished with, and with Lenders' consent have relied upon, certificates of officers of Company with respect to certain factual matters, copies of which have been delivered to Lenders. In addition, we have obtained and relied upon such certificates and assurances from public officials as we have deemed necessary, copies of which have been delivered to Lenders. In all such examinations, we have assumed the genuineness of all signatures on original and certified documents, and the conformity to original or certified documents of all documents submitted to us as conformed or photostatic copies. We have investigated such questions of law for the purpose of rendering this opinion as we have deemed necessary. We are opining herein as to the effect on the subject transactions of only United States Federal law, the General Corporation Law of the State of Delaware, and the laws of the State of New York. On the basis of the foregoing, and in reliance thereon, and subject to the limitations, qualifications and exceptions set forth below, we are of the opinion that:
1. Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation. Company is duly qualified to do business as a foreign corporation, and is in good standing in each jurisdiction as listed on SCHEDULE 5.1.
2. Each Subsidiary of the Company has been duly organized and is validly existing in good standing under the laws of its state of incorporation and has all requisite corporate power and authority to own and operate its properties and to carry on its business as now conducted, and to execute, deliver and perform the Subsidiary Pledge Agreement and Subsidiary Guaranty.
3. Company has all requisite corporate power and authority to carry on business as now conducted; to execute, deliver and perform the Credit Agreement and the Company Pledge Agreement, to issue the Notes [and cause the execution of the Subsidiary Pledge Agreement and the Subsidiary Guaranty and any other Loan Document] and to carry out the transactions contemplated thereby.
4. The execution, delivery and performance of the Loan Documents to which it is a party and the issuance and payment of the Notes have been duly authorized by all necessary corporate action on the part of Company. The Credit Agreement, the Notes and the other Loan Documents to which the Company is a party have been duly executed and delivered by Company and constitute the legally valid and bi...
The Subsidiary Guaranty. (a) In order to induce the Banks and ----------------------- the Issuing Bank to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by the Subsidiary Guarantors from the proceeds of the Loans and the issuance of the Letters of Credit, the Subsidiary Guarantors hereby jointly and severally agree with the Secured Creditors as follows: each of the Subsidiary Guarantors hereby unconditionally and irrevocably guarantees as primary obligors and not merely as sureties the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all indebtedness of each other Credit Party to the Banks, the Issuing Bank and the Agents under this Agreement and the other Credit Documents and under each Interest Rate Protection or Other Hedging Agreement entered into by a Bank with the Borrower. If any or all of the indebtedness of any other Credit Party to the Banks, the Issuing Bank or the Agents becomes due and payable hereunder or under such other Credit Documents or Interest Rate Protection or Other Hedging Agreements, each of the Subsidiary Guarantors unconditionally promises to pay such indebtedness to the Secured Creditors, or to their order, on demand, together with any and all expenses which may be incurred by the Agents, the Issuing Bank or the Banks in collecting any of the indebtedness. The word "indebtedness" is used in this Section 14 in its most comprehensive sense and means any and all advances, debts, obligations and liabilities of Credit Parties arising in connection with this Agreement or any other Credit Documents or under any Interest Rate Protection or Other Hedging Agreement with a Bank, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether any Credit Party may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable.
(b) Each of the Subsidiary Guarantors, and by its acceptance of this Subsidiary Guaranty, each of the Agents and each of the Secured Creditors, hereby confirms that it is the intention of all such Person...
The Subsidiary Guaranty. The Subsidiary Guaranty ranks equally and ratably with all unsecured and unsubordinated obligations of each of the Subsidiary Guarantors generally, but subject to the right of any Person having preferred rights, whether such rights arise by contract, statute, law (or the operation thereof) or otherwise.
The Subsidiary Guaranty. The documents furnished by each Loan Party pursuant to Section 3.01 of the Credit Agreement.
The Subsidiary Guaranty. Each of the Subsidiary Guarantors hereby unconditionally and irrevocably guarantees the due and punctual payment (whether at stated maturity, upon acceleration or otherwise) of the principal of and interest on each Note issued by the Borrower (and each Advance made to the Borrower not evidenced by a Note) pursuant to the Credit Agreement, and the due and punctual payment of all other amounts payable by the Borrower under the Credit Agreement. Upon failure by the Borrower to pay punctually any such amount, the Subsidiary Guarantors shall forthwith on demand jointly and severally pay the amount not so paid in the currency, at the place, in the manner and with the effect otherwise specified in Article 2 of the Credit Agreement (including, for the avoidance of doubt, Section 2.20, which shall apply mutatis mutandis as if each Subsidiary Guarantor were a Borrower). If payment has become due under this Subsidiary Guaranty as provided in the preceding sentence, each Subsidiary Guarantor further agrees that if any such payment in respect of any guaranteed amounts shall be at a place of payment other than New York and if, by reason of any applicable law, war or civil disturbance or similar event, payment of such amounts at such place of payment shall be impossible or, in the judgment of any applicable Bank, not consistent with the protection of its rights or interests, then, at the election of any applicable Bank, such Subsidiary Guarantor shall make payment of such amount in New York.
The Subsidiary Guaranty. The foregoing documents are hereinafter sometimes collectively called the “Opinion Documents.” In the capacity described above and except as noted in the following paragraph, we have considered such matters of law and of fact, including the examination of originals or copies, certified or otherwise identified to our satisfaction, of such records and documents of the Borrowers and the Subsidiary Guarantors, certificates of officers and representatives of the Borrowers and the Subsidiary Guarantors, certificates of public officials and such other documents as we have deemed appropriate as a basis for the opinions hereinafter set forth. In our examinations, we have assumed (i) the power and authority of all parties to enter into the Opinion Documents, (ii) the due authorization, valid execution and delivery of the Opinion Documents by all parties thereto, and (iii) except where this opinion expressly addresses such matters as to the Borrowers and the Subsidiary Guarantors, that each of the Opinion Documents is enforceable against such party. With your approval, for purposes of our opinions expressed herein, we have further assumed:
(a) Each of the Borrowers and the Subsidiary Guarantors has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, as the case may be; and to the extent applicable, each of the Borrowers and the Subsidiary Guarantors that is a foreign corporation transacting business in the State of Georgia is in good standing as a foreign corporation under the laws of the State of Georgia;
(b) Each of the Lenders and the Administrative Agent is duly organized and validly existing under the laws of the jurisdiction of its incorporation and is entitled to avail itself of the courts of the State of Georgia to enforce the Opinion Documents; and
(c) The execution, delivery and performance by each of the Borrowers and the Subsidiary Guarantors of the Opinion Documents to which it is a party (i) require no action by or in respect of, or filing with, any governmental body, agency or official, and (ii) do not contravene or constitute a default under any provision of applicable law or regulation, or of the charter, bylaws or other organizational documents of any Borrower or any Subsidiary Guarantor, as the case may be, or of any judgment, injunction, order or decree or any material agreement, or other instrument binding upon any Borrower or any Subsidiary Guarantor, as the ca...
The Subsidiary Guaranty. The Subordination Agreement;
The Subsidiary Guaranty. The Amended and Restated Security Agreement (as described in the definition of "Security Agreement") and the Subsidiary Security Agreement, and each financing statement and other document requested by the Agent to perfect the security interest of the Collateral Agent thereunder, lien searches for each relevant jurisdiction, and each further document (including landlord's or mortgagee's waivers and insurance documents) required under the Security Agreement.