Parent Guarantee Sample Contracts

PARENT GUARANTEE
Parent Guarantee • January 3rd, 2024 • Kimco Realty OP, LLC • Real estate investment trusts • New York

PARENT GUARANTEE, dated as of January 2, 2024 (as amended, supplemented or otherwise modified from time to time, this “Parent Guarantee”), made by KIMCO REALTY CORPORATION (“Ultimate Parent”), in favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) for the Lenders party to the Seventh Amended and Restated Credit Agreement (the “Lenders”), dated as of January 2, 2024 (as the same has been and may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kimco Realty OP, LLC (“Kimco” or the “Borrower”), the Lenders, the Administrative Agent, and the other agents party thereto.

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FOURTH AMENDED AND RESTATED PARENT GUARANTEE
Parent Guarantee • June 2nd, 2016 • Navistar International Corp • Motor vehicles & passenger car bodies • New York

FOURTH AMENDED AND RESTATED GUARANTEE (the “Guarantee”), dated as of May 27, 2016, made by NAVISTAR INTERNATIONAL CORPORATION, a Delaware corporation (the “Guarantor”), in favor of JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the lenders (the “Lenders”) parties to the Third Amended and Restated Credit Agreement, dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Navistar Financial Corporation (the “US Borrower”) and Navistar Financial, S.A. de C.V., Sociedad Financiera de Objeto Multiple, Entidad Regulada (the “Mexican Borrower”; together with the US Borrower, the “Borrowers”), the Lenders, Bank of America, N.A., as syndication agent, and the Administrative Agent.

PARENT GUARANTEE
Parent Guarantee • December 23rd, 2011 • Luxottica Group Spa • Ophthalmic goods • New York

THIS PARENT GUARANTEE, dated as of December 15, 2011 (the “Parent Guarantee”) and granted by Luxottica Group S.p.A. (the “Parent”) to each of the purchasers set forth on Schedule A to the Note Purchase Agreement (as defined below), as purchasers (herein, each, including its respective successors and assigns duly registered in accordance with Section 14.1 of the Note Purchase Agreement referred to below, a “Noteholder” and, together, the “Noteholders”) of the U.S.$350,000,000 aggregate principal amount of 4.35% Series I Senior Guaranteed Notes due 2021 (the “Notes”) of Luxottica U.S. Holdings Corp., a corporation incorporated in Delaware (the “Company”), issued pursuant to the Note Purchase Agreement, dated December 15, 2011 (herein, as the same may be supplemented or amended from time to time, called the “Note Purchase Agreement”) between the Company, the Parent and the Noteholders. Capitalized terms used herein but not otherwise defined herein shall have the meaning assigned thereto i

PARENT GUARANTEE
Parent Guarantee • February 18th, 2010 • Alcoa Inc • Rolling drawing & extruding of nonferrous metals • England
PARENT GUARANTEE
Parent Guarantee • September 25th, 2008 • RAIT Financial Trust • Real estate investment trusts • New York

PARENT GUARANTEE, dated as of September 19, 2008 (this “Guarantee”), made by each signatory hereto (each a “Guarantor”, collectively, the “Guarantors”), in favor of WILMINGTON TRUST COMPANY, as agent (together with its successors and assigns, in such capacity the “Agent”) for the Secured Parties as described and defined below.

PARENT GUARANTEE
Parent Guarantee • November 14th, 2008 • Polymet Mining Corp • Miscellaneous metal ores • New York

PARENT GUARANTEE, dated as of October 31st, 2008 (this “Guarantee”), made by PolyMet Mining Corp. (the “Guarantor”), in favor of the purchaser signatory (the “Purchaser”) to that certain Purchase Agreement, dated as of the date hereof, between the Guarantor, Poly Met Mining, Inc., a Minnesota corporation (the “Company”) and the Purchaser.

AMENDED AND RESTATED PARENT GUARANTEE
Parent Guarantee • December 4th, 2007 • Energysouth Inc • Natural gas distribution

THIS AMENDED AND RESTATED PARENT GUARANTEE (this “Guarantee”) made and delivered as of November 28, 2007, by ENERGYSOUTH, INC., a Delaware corporation (the “Guarantor”) in favor of (i) each of the lenders from time to time parties to the Credit Agreement described below (each a “Lender” and collectively the “Lenders”), (ii) Regions Bank, in its capacities as Administrative Agent, Issuing Bank, and Swingline Lender under the terms of the Credit Agreement and the other Loan Documents referred to in the Credit Agreement (in such capacities, the “Administrative Agent”, “Issuing Bank” and “Swingline Lender”, respectively), and (iii) such of the Lenders and their respective Affiliates that are holders of the Obligations as provided in the Credit Agreement (the Lenders, the Administrative Agent, the Issuing Bank, the Swingline Lender, and such Affiliates collectively referred to herein as the “Guaranteed Parties”).

RECITALS
Parent Guarantee • April 28th, 2005 • Global Signal Inc • Real estate investment trusts • New York
PARENT GUARANTEE
Parent Guarantee • August 3rd, 2021 • Franklin Resources Inc • Investment advice • New York

PARENT GUARANTEE, dated as of August 2, 2021, made by Franklin Resources, Inc. (the “Guarantor”), in favor of The Bank of New York Mellon, as Trustee (the “Trustee”) under the Indentures (as defined below), the holders (the “Holders”) from time to time holding those certain Notes (as defined below) of Legg Mason, Inc. (the “Subsidiary”) (the “Guarantee”).

THIRD AMENDMENT TO PARENT GUARANTEE
Parent Guarantee • March 16th, 2006 • Global Signal Inc • Real estate investment trusts • New York

THIRD AMENDMENT TO PARENT GUARANTEE, dated as of February 28, 2006 (this "Amendment"), to the Parent Guarantee, dated as of December 3, 2004 (as amended, restated, supplemented or otherwise modified from time to time, the "Guarantee"), made among Global Signal Inc., a Delaware corporation ("Global Signal"), and Global Signal GP LLC, a Delaware limited liability company ("Global GP", and together with Global Signal, each a "Guarantor" and collectively, the "Guarantors"), and Bank of America, N.A. ("Bank of America"), as administrative agent (in such capacity, together with its successors and assigns, the "Administrative Agent") for the lenders under the Credit Agreement referred to below.

PARENT GUARANTEE
Parent Guarantee • March 16th, 2010 • CONSOL Energy Inc • Bituminous coal & lignite surface mining • Delaware

THIS GUARANTEE (this “Guarantee”) is made and entered into this 14th day of March, 2010, by and among CONSOL Energy Inc., a corporation organized under the Laws of the State of Delaware (the “Guarantor”), and Dominion Resources, Inc., a corporation organized under the Laws of the Commonwealth of Virginia, Dominion Transmission, Inc., a corporation organized under the Laws of the State of Delaware, and Dominion Energy, Inc., a corporation organized under the Laws of the Commonwealth of Virginia (collectively, the “Sellers”). Guarantor, on the one hand, and Sellers, on the other hand, are each referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used but not defined in this Guarantee shall have the meanings ascribed to them in the PSA (as defined below).

PARENT GUARANTEE
Parent Guarantee • December 22nd, 2010 • Inspire Pharmaceuticals Inc • Pharmaceutical preparations

Groupe Novasep SAS hereby absolutely and irrevocably guarantees to Inspire the prompt and full performance, as and when the same become due or performable, of all obligations, duties and liabilities of Finorga S.A.S. under the terms of the API Commercial Supply Agreement (Denufosol) between Inspire Pharmaceuticals, Inc. and Finorga S.A.S. dated as of December 14, 2010.

PARENT GUARANTEE
Parent Guarantee • April 27th, 2011 • Meredith Corp • Periodicals: publishing or publishing & printing • Illinois

THIS PARENT GUARANTEE (this “Guarantee”), dated as of April 25, 2011, is made by MEREDITH CORPORATION, an Iowa corporation (in such capacity, the “Guarantor”), in favor of the Beneficiaries (as hereinafter defined).

AGREEMENT
Parent Guarantee • August 12th, 2002 • Enpro Industries Inc • Gaskets, packg & sealg devices & rubber & plastics hose • North Carolina
PARENT GUARANTEE
Parent Guarantee • February 12th, 2004 • Stratus Technologies International Sarl • New York

PARENT GUARANTEE, dated as of November 18, 2003, made by each of the corporations that are signatories hereto (the “Guarantors”), in favor of JPMORGAN CHASE BANK, a New York banking corporation, as administrative agent (in such capacity, the “Administrative Agent”) for the several lenders (the “Lenders”) from time to time parties to the Credit Agreement (as hereafter defined).

AMENDED AND RESTATED PARENT GUARANTEE
Parent Guarantee • May 4th, 2006 • Enpro Industries, Inc • Gaskets, packg & sealg devices & rubber & plastics hose • North Carolina

THIS AMENDED AND RESTATED PARENT GUARANTEE (as at any time amended, restated, modified or supplemented, this “Guarantee”), is made and entered into as of April 26, 2006, by ENPRO INDUSTRIES, INC., a North Carolina corporation (the “Guarantor”), in favor of BANK OF AMERICA, N.A., a national banking association, in its capacity as collateral and administrative agent (together with its successors in such capacity, the “Agent”) for the Secured Parties (as such term is defined in the Loan Agreement (defined below)).

PARENT GUARANTEE
Parent Guarantee • November 15th, 2004 • Cheniere Energy Inc • Crude petroleum & natural gas • New York

Guarantee, dated as of 5 November, 2004, by TOTAL S.A., a corporation organized under the laws of France (the “Guarantor”), in favor of SABINE PASS LNG, L.P., a limited partnership organized under the laws of the state of Delaware, U.S.A. (“Guaranteed Party”).

PARENT GUARANTEE
Parent Guarantee • December 24th, 2013 • Gastar Exploration USA, Inc. • Crude petroleum & natural gas

This Parent Guarantee, dated as of December 23, 2013, (this “Parent Guarantee”) is made and entered into by Gastar Exploration, Inc., a Delaware corporation (“Parent”), in favor, and for the equal and ratable benefit, of the Holders (as defined in the Indenture defined below) of the 8 5/8% Senior Secured Notes due 2018 (the “Notes”) issued by Gastar Exploration USA, Inc., a Delaware corporation (the “Company”) pursuant to that certain Indenture dated as of May 15, 2013 among the Company, the Subsidiary Guarantors (as defined in such Indenture) and Wells Fargo Bank, National Association, and any and all successors thereto, as trustee and as collateral agent (the “Indenture”). Each capitalized term used but not otherwise defined herein shall have the same meaning as such term set forth in the Indenture

PARENT GUARANTEE
Parent Guarantee • November 22nd, 2004 • VCG Holding Corp • Services-amusement & recreation services • New York

PARENT GUARANTEE, dated as of November 9, 2004, made by VCG Holding Corp. (the “Guarantor”), in favor of the lenders holding (the “Lenders”) those certain 12% Senior Subordinated Notes of Glenarm Restaurant LLC (“Subsidiary”) due in November, 2006. As there is only one Guarantee, references in this Guarantee that reference multiple Guarantees shall be disregarded.

RECITALS
Parent Guarantee • March 31st, 2003 • American Home Mortgage Holdings Inc • Mortgage bankers & loan correspondents • New York
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PARENT GUARANTEE
Parent Guarantee • December 20th, 2006 • Avis Budget Group, Inc. • Real estate agents & managers (for others) • Ontario

AND TO: MONTREAL TRUST COMPANY OF CANADA, IN ITS CAPACITY AS TRUSTEE OF BAY STREET FUNDING TRUST (the "Bay Street Limited Partner", and collectively with the STARS Limited Partner, the "Limited Partners")

PARENT GUARANTEE
Parent Guarantee • February 23rd, 2022 • Targa Resources Corp. • Natural gas transmission

This Parent Guarantee is made as of February 18, 2022 (this “Parent Guarantee”), by each of the guarantors named on the signature pages hereto (each, a “Parent Guarantor” and, collectively, the “Parent Guarantors”) in favor of (i) the Holders of each series of Notes listed on Schedule I hereto (each, a “Note” and, collectively, the “Notes”) and issued by Targa Resources Partners LP, a Delaware limited partnership (“Targa Resources Partners”), and Targa Resources Partners Finance Corporation, a Delaware corporation (together with Targa Resources Partners, the “Issuers”); and (ii) U.S. Bank National Association, as trustee (the “Trustee”) under each of the Indentures, as supplemented, listed on Schedule I hereto (each, an “Indenture” and, collectively, the “Indentures”).

Parent Guarantee
Parent Guarantee • May 31st, 2007 • Xfone Inc • Communications services, nec • Kansas

This Parent Guarantee, dated as of May 31, 2007, is made by Xfone, Inc. ("Guarantor"), a company incorporated under the laws of Nevada, in favor of Embarq Logistics, Inc. (“Embarq").

PARENT GUARANTEE
Parent Guarantee • June 21st, 2012 • Harvest Natural Resources, Inc. • Crude petroleum & natural gas • New York

THIS GUARANTEE AGREEMENT (this “Agreement”), is made as of June 21, 2012, by and between Harvest Natural Resources, Inc., a Delaware corporation (“Guarantor”), and PT Pertamina (Persero), a state-owned limited liability company duly organized and existing under and by virtue of the Laws of the Republic of Indonesia (“Buyer”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Purchase Agreement (as defined below). Guarantor and Buyer are each referred to herein as a “Party” and collectively as the “Parties.”

PARENT GUARANTEE
Parent Guarantee • April 21st, 2015 • Cheetah Mobile Inc. • Services-prepackaged software

Guarantee dated as of March 15, 2015, issued by Cheetah Mobile Inc., a Cayman Islands exempted company with its principal executive offices at 12/F, Fosun International Center Tower, No. 237 Chaoyang North Road, Chaoyang District, Beijing 100022, People’s Republic of China (“Cheetah” or the “Guarantor”).

PARENT GUARANTEE
Parent Guarantee • October 21st, 2016 • Notis Global, Inc. • Air-cond & warm air heatg equip & comm & indl refrig equip • New York

Parent Guarantee, dated as of June 30, 2016 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Secured Parties”) to that certain Securities Purchase Agreement (the “Purchase Agreement”), dated as of the date hereof, among EWSD I, LLC, a Delaware limited liability company and Pueblo Agriculture Supply and Equipment, LLC, a Delaware limited liability company (collectively the “Company”) and the Secured Parties.

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