New Guarantee Sample Clauses

New Guarantee. (a) Within 30 days after any Guarantee Reinstatement Date, the Company shall deliver, or cause to be delivered, to the Administrative Agent the New Guarantee, executed and delivered by (i) each Principal Domestic Subsidiary and (ii) each Initial Subsidiary Guarantor that is then a Domestic Subsidiary and not a Foreign Subsidiary Holding Company, together with customary secretary’s certificates, resolutions and legal opinions.
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New Guarantee. In the event that (i) any Loan Paper is rejected by a trustee or debtor-in-possession in any bankruptcy or insolvency proceeding involving the Borrower or (ii) any Loan Paper or this Guarantee is terminated as a result of any bankruptcy or insolvency proceeding involving the Borrower and, if within sixty (60) days after such rejection or termination, the Administrative Agent or its designee shall so request and shall certify in writing to the Guarantor that it intends to perform the obligations of the Borrower as and to the extent required under such Loan Paper or this Guarantee, as applicable, the Guarantor will, unless prohibited by bankruptcy or other applicable law, execute and deliver to the Administrative Agent or such designee, a new Guarantee that shall contain the same conditions, agreements, terms, provisions and limitations as such original Guarantee (except for any requirements which have been fulfilled by the Borrower and the Guarantor prior to such rejection or termination). Sincerely yours, GUARANTOR: CORNELL CORRECTIONS MANAGEMENT, INC., a Delaware corporation By: /s/ XXXX X. XXXXXXX Xxxx X. Xxxxxxx, Chief Financial Officer CORNELL CORRECTIONS OF TEXAS, INC., a Delaware corporation By: /s/ XXXX X. XXXXXXX Xxxx X. Xxxxxxx, Chief Financial Officer CORNELL CORRECTIONS OF RHODE ISLAND, INC., a Delaware corporation By: /s/ XXXX X. XXXXXXX Xxxx X. Xxxxxxx, Chief Financial Officer CORNELL CORRECTIONS OF CALIFORNIA, INC., a California corporation By: /s/ XXXX X. XXXXXXX Xxxx X. Xxxxxxx, Chief Financial Officer CCG I CORPORATION, a Delaware corporation By: /s/ XXXX X. XXXXXXX Xxxx X. Xxxxxxx, Chief Financial Officer CORNELL ABRAXAS GROUP, INC., a Delaware corporation By: /s/ XXXX X. XXXXXXX Xxxx X. Xxxxxxx, Chief Financial Officer CORNELL CORRECTIONS OF ALASKA, INC., an Alaska corporation By: /s/ XXXX X. XXXXXXX Xxxx X. Xxxxxxx, Chief Financial Officer CORNELL INTERVENTIONS, INC., an Illinois corporation By: /s/ XXXX X. XXXXXXX Xxxx X. Xxxxxxx, Chief Financial Officer WBP LEASING, INC., a Delaware corporation By: /s/ XXXX X. XXXXXXX Xxxx X. Xxxxxxx, Chief Financial Officer CORNELL INTERNATIONAL, INC., a Delaware corporation By: /s/ XXXX X. XXXXXXX Xxxx X. Xxxxxxx, Chief Financial Officer CORNELL COMPANIES MANAGEMENT SERVICES LIMITED PARTNERSHIP, a Delaware limited partnership By: Cornell Companies Management LP, a Delaware limited partnership, its general partner By: Cornell Companies Administration, LLC, a Delaware limited liability company, its ge...
Sample 1
New Guarantee. To the extent no Guarantee Release Date has occurred on or prior to such date, the Administrative Agent shall have received a New Guarantee executed and delivered by each New Guarantor, substantially in the form of Exhibit D, together with customary secretary’s certificates, resolutions and legal opinions. Each borrowing hereunder shall constitute a representation and warranty by the Company as of the date of such borrowing that the conditions contained in this Section 5.2 have been satisfied.
Sample 1
New Guarantee. Notwithstanding anything to the contrary contained in this Mortgage, the Loan Agreement and/or any other agreement between the Mortgagor and Mortgagee, if (i) any one or more of the guarantors under the Guarantee Agreement (the "New Guarantee"), dated the date hereof, executed jointly and severally by Xxxx Xxxxxx, Xxxxxx Xxxxxxx, Xxxxxx Xxxxx, Uri Xxxx and Xxxxxxxxx Xxxxxxxx (collectively, the "Individual Guarantors"), shall fail to perform or observe any covenant, term or condition under the New Guarantee, (ii) any other default shall occur under the New Guarantee, (iii) any one or more of the Individual Guarantors denies liability under the New Guarantee and/or (iv) the New Guarantee ceases to be effective for any reason whatsoever, then none of the foregoing, either collectively or individually, shall constitute any Event of Default under this Mortgage, any Event of Default under the Loan Agreement or any default or Event of Default under any other agreement between the Mortgagor and the Mortgagee.
Sample 1
New Guarantee. References in any of the Security Documents which remain in effect following the Effective Date to the “Teekay Guarantee” shall, with effect from the Effective Date and unless the context otherwise requires, be references to the New Guarantee and words such as “herein”, “hereof”, “hereafter”, “hereunder”, “hereby”, and “hereto”, where they appear in such Documents, shall be construed accordingly.
Sample 1
New Guarantee. Assignee shall provide a guarantee from Cheniere Energy Partners, L.P. of Assignee’s obligations under the TUA in the form attached hereto as Exhibit C.
Sample 1
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New Guarantee 
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Related to New Guarantee

  • The Guarantee Each Guarantor hereby jointly and severally with the other Guarantors guarantees, as a primary obligor and not merely as a surety to each Secured Party and their respective permitted successors and assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of (i) the Title 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the United States Code and (ii) any other Debtor Relief Laws) on the Loans made by the Lenders to, and the Notes held by each Lender of, the Borrower, and all other Secured Obligations from time to time owing to the Secured Parties by any Loan Party or any Subsidiary under any Loan Document or any Secured Hedge Agreement or any Treasury Services Agreement, in each case strictly in accordance with the terms thereof (such obligations, including any future increases in the amount thereof, being herein collectively called the “Guaranteed Obligations”); provided, however, that Guaranteed Obligations shall exclude all Excluded Swap Obligations. The Guarantors hereby jointly and severally agree that if the Borrower or other Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

  • Subsidiary Guarantee For value received, each of the Subsidiary Guarantors named (or deemed herein to be named) below hereby jointly and severally fully and unconditionally guarantees to the Holder of the Security upon which this Subsidiary Guarantee is endorsed, and to the Trustee on behalf of such Holder, the due and punctual payment of the principal of (and premium, if any) and interest on such Security when and as the same shall become due and payable, whether at the Stated Maturity, by acceleration, call for redemption, offer to purchase or otherwise, according to the terms thereof and of the Indenture referred to therein and to cover all the rights of the Trustee under Section 607. In case of the failure of the Company punctually to make any such payment, each of the Subsidiary Guarantors hereby jointly and severally agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by acceleration, call for redemption, offer to purchase or otherwise, and as if such payment were made by the Company. Each of the Subsidiary Guarantors hereby jointly and severally agrees that its obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, the validity, regularity or enforceability of such Security or the Indenture, the absence of any action to enforce the same or any release, amendment, waiver or indulgence granted to the Company or any other guarantor, or any consent to departure from any requirement of any other guarantee of all or of any of the Securities of this series, or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such release, amendment, waiver or indulgence shall, without the consent of such Subsidiary Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or alter the Stated Maturity thereof. Each of the Subsidiary Guarantors hereby waives the benefits of diligence, presentment, demand of payment, any requirement that the Trustee or any of the Holders protect, secure, perfect or insure any security interest in or other lien on any property subject thereto or exhaust any right or take any action against the Company or any other Person or any collateral, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to such Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Subsidiary Guarantee will not be discharged except by complete performance of the obligations contained in such Security and in this Subsidiary Guarantee. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default with respect to Securities of this series, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Securities of this series, to collect interest on the Securities of this series, or to enforce or exercise any other right or remedy with respect to the Securities of this series, such Subsidiary Guarantor agrees to pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. No reference herein to the Indenture and no provision of this Subsidiary Guarantee or of the Indenture shall alter or impair the Subsidiary Guarantee of any Subsidiary Guarantor, which is absolute and unconditional, of the due and punctual payment of the principal (and premium, if any) and interest on the Security upon which this Subsidiary Guarantee is endorsed. Each Subsidiary Guarantor shall be subrogated to all rights of the Holder of this Security against the Company in respect of any amounts paid by such Subsidiary Guarantor on account of this Security pursuant to the provisions of its Subsidiary Guarantee or the Indenture; provided, however, that such Subsidiary Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of (and premium, if any) and interest on this Security and all other Securities of this series issued under the Indenture shall have been paid in full. This Subsidiary Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Securities of this series is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of the Securities of this series, whether as a “voidable preference,” “fraudulent transfer,” or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Securities of this series shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. The Subsidiary Guarantors or any particular Subsidiary Guarantor shall be released from this Subsidiary Guarantee upon the terms and subject to certain conditions provided in the Indenture. By delivery to the Trustee of a supplement to the Indenture referred to in the Security upon which this Subsidiary Guarantee is endorsed in accordance with the terms of the Indenture, each Person that becomes a Subsidiary Guarantor after the date of first issuance of the Securities of this series will be deemed to have executed and delivered this Subsidiary Guarantee for the benefit of the Holder of the Security upon which this Subsidiary Guarantee is endorsed with the same effect as if such Subsidiary Guarantor were named below and had executed and delivered this Subsidiary Guarantee. All terms used in this Subsidiary Guarantee which are defined in the Indenture shall have the meanings assigned to them in such Indenture. This Subsidiary Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Security upon which this Subsidiary Guarantee is endorsed shall have been executed by the Trustee under the Indenture by manual signature. Reference is made to the Indenture for further provisions with respect to this Subsidiary Guarantee. This Subsidiary Guarantee shall be governed by and construed in accordance with the laws of the State of New York.

  • Guarantee The Guarantor irrevocably and unconditionally agrees to pay in full to the Holders the Guarantee Payments (without duplication of amounts theretofore paid by the Issuer), as and when due, regardless of any defense, right of set-off or counterclaim that the Issuer may have or assert. The Guarantor's obligation to make a Guarantee Payment may be satisfied by direct payment of the required amounts by the Guarantor to the Holders or by causing the Issuer to pay such amounts to the Holders.

  • SBIC Guarantee The Borrower will not, nor will it permit any of its Subsidiaries to, cause or permit the occurrence of any event or condition that would result in any recourse to any Obligor under any Permitted SBIC Guarantee.

  • Release of Guarantee The Note Guarantees hereunder may be released in accordance with Section 10.2 of the Indenture.

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