Subsidiary Guaranty Sample Clauses

Subsidiary Guaranty. (a) The payment by the Company of all amounts due with respect to the Notes and the performance by the Company of its obligations under this Agreement will be absolutely and unconditionally guaranteed by the Subsidiary Guarantors pursuant to the Guaranty Agreement dated as of the Closing Date, which shall be substantially in the form of Exhibit 2.2 attached hereto, and otherwise in accordance with the provisions of Section 9.7 hereof (the “Subsidiary Guaranty”).
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Subsidiary Guaranty. The Subsidiary Guaranty shall have been duly authorized, executed and delivered by each Subsidiary Guarantor, shall constitute the legal, valid and binding contract and agreement of each Subsidiary Guarantor and such Purchaser shall have received a true, correct and complete copy thereof.
Subsidiary Guaranty. The Subsidiary Guaranty or any provision thereof shall cease to be in full force or effect as to any Subsidiary Guarantor, or any Subsidiary Guarantor or Person acting by or on behalf of such Subsidiary Guarantor shall deny or disaffirm such Subsidiary Guarantor's obligations under the Subsidiary Guaranty, or any Subsidiary Guarantor shall default in the due performance or observance of any term, covenant or agreement on its part to be performed or observed pursuant to the Subsidiary Guaranty; or
Subsidiary Guaranty. On the Initial Borrowing Date, each ------------------- Subsidiary Guarantor shall have duly authorized, executed and delivered a Subsidiary Guaranty in the form of Exhibit H (as modified, amended or supplemented from time to time in accordance with the terms hereof and thereof, the "Subsidiary Guaranty"), and the Subsidiary Guaranty shall be in full force and effect.
Subsidiary Guaranty. As promptly as possible but in any event within thirty (30) days (or such later date as may agreed upon by the Administrative Agent) after any Person becomes a Subsidiary, other than an “Excluded Subsidiary,” or a Subsidiary ceases to be an “Excluded Subsidiary” (in each case under definition of that term), the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall cause each such Subsidiary to deliver to the Administrative Agent the Subsidiary Guaranty pursuant to which such Subsidiary agrees to be bound by the terms and provisions of thereof, such Subsidiary Guaranty to be accompanied by appropriate authorizing resolutions, other Organic Documents and legal opinions in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
Subsidiary Guaranty. As promptly as possible but in any event within thirty (30) days (or such later date as may be agreed upon by the Administrative Agent) after any Person becomes a Subsidiary or any Subsidiary qualifies independently as, or is designated by the Borrower or the Administrative Agent as, a Subsidiary Guarantor pursuant to the definition ofMaterial Domestic Subsidiary”, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall cause each such Subsidiary which also qualifies as a Material Domestic Subsidiary to deliver to the Administrative Agent a joinder to the Subsidiary Guaranty (in the form contemplated thereby) pursuant to which such Subsidiary agrees to be bound by the terms and provisions thereof, such Subsidiary Guaranty to be accompanied by appropriate corporate resolutions, other corporate documentation and legal opinions in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
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Subsidiary Guaranty. Obligations hereunder shall at all times be guaranteed by Fostxx Xxxxxxx XXX Corporation, Fostxx Xxxxxxx Xxxrgy International, Inc. and Fostxx Xxxxxxx Xxxrgy Corporation by the execution and delivery of this Agreement by such Subsidiaries. If at the end of any fiscal quarter of the Borrower, (i) the assets of the Guarantors constitute less than 90% of the consolidated domestic total assets of the Borrower and its consolidated Subsidiaries or (ii) the net income for such fiscal quarter of the Guarantors constitute less than 90% of the consolidated domestic net income of the Borrower and its consolidated Subsidiaries for such quarter, then the Borrower shall designate (x) one or more Material Domestic Subsidiaries and (y) to the extent the designation provided in clause (x) does not make up the short-fall in clause (i) or (ii) above, one or more other domestic Subsidiaries, so that assets and net income of such one or more Material Domestic Subsidiaries and such one or more other domestic Subsidiaries, together with such item of the existing Guarantors, constitute 90% of the consolidated domestic total assets and net income, respectively of the Borrower and its consolidated Subsidiaries. The Borrower shall deliver to the Administrative Agent, together with the Quarterly Compliance Certificate required under Section 5.01(c), a schedule setting forth the assets and net income of each Guarantor and the consolidated domestic assets and the consolidated domestic net income of the Borrower and its consolidated Subsidiaries. If a Material Domestic Subsidiary or any other domestic Subsidiary is required to become a Guarantor, unless the Required Lenders otherwise agree, the Borrower shall, promptly (i) cause such Subsidiary to execute a Subsidiary Guaranty Agreement, (ii) cause such Subsidiary to deliver documentation similar to that described in Sections 4.01(b) and (d) relating to the authorization for, execution and delivery of, and validity of such Subsidiary's obligations as a Guarantor under the Guaranty in form and substance satisfactory to the Administrative Agent. Except as otherwise required or permitted by the Indenture, the Guarantors' obligations under the Guaranty shall at all times be secured by the pledge of the "Collateral" (as defined in the Pledge Agreement) pursuant to the Pledge Agreement. Without limiting the restrictions set forth in Section 6.07, a merger of a Guarantor into the Borrower or into another Guarantor shall not constitute a violat...
Subsidiary Guaranty. Each Subsidiary Guarantor shall have executed and delivered the Subsidiary Guaranty in favor of you and the Other Purchasers and you shall have received a copy of the executed Subsidiary Guaranty.
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