Common use of Bankruptcy Not Discharge Clause in Contracts

Bankruptcy Not Discharge. Subject to the second sentence of Section 2.2, this Limited Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any or all of the Guaranteed Obligations is rescinded or must otherwise be restored or returned by the Company upon (1) any change in the corporate existence, structure, or ownership of Parent or Merger Sub or any other Person now or hereafter liable with respect to the Guaranteed Obligations, and (2) the insolvency, bankruptcy, or reorganization affecting Parent or Merger Sub or any other Person now or hereafter liable with respect to the Guaranteed Obligations. Notwithstanding any modification, discharge, or extension of the Guaranteed Obligations or any amendment, waiver, modification, stay, or cure of the Company’s rights which may occur in any bankruptcy or reorganization case or proceeding concerning Parent or Merger Sub, whether permanent or temporary, and whether or not assented to by the Company, each Guarantor hereby agrees that it shall be obligated hereunder to pay and perform the Guaranteed Obligations and discharge its other obligations in accordance with the terms of the Guaranteed Obligations as set forth in this Limited Guaranty in effect on the date hereof. Each Guarantor understands and acknowledges that by virtue of this Limited Guaranty, it has specifically assumed any and all risks of a bankruptcy or reorganization case or proceeding with respect to Parent or Merger Sub.

Bankruptcy Not Discharge. Subject to the second sentence of Section 2.2, this This Limited Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any or all of the Guaranteed Guarantied Obligations is rescinded or must otherwise be restored or returned by the Company upon (1) any change in the corporate existenceinsolvency, structure, bankruptcy or ownership reorganization of Parent or Merger Sub or any other Person now or hereafter liable with respect to the Guaranteed ObligationsGuarantied Obligations or otherwise interested in the transactions contemplated by the Merger Agreement, and (2) or any of their respective assets. Notwithstanding any modification, discharge or extension of the Guarantied Obligations or any amendment, waiver, modification, stay or cure of the Company’s rights which may occur in any insolvency, bankruptcy, bankruptcy or reorganization affecting case or other similar proceeding concerning Parent or Merger Sub or any other Person now or hereafter liable with respect to the Guaranteed Obligations. Notwithstanding any modification, dischargeGuarantied Obligations or otherwise interested in the transactions contemplated by the Merger Agreement, or extension any of the Guaranteed Obligations or any amendment, waiver, modification, stay, or cure of the Company’s rights which may occur in any bankruptcy or reorganization case or proceeding concerning Parent or Merger Subtheir respective assets, whether permanent or temporary, and whether or not assented to by the Company, each Guarantor hereby agrees that it shall be absolutely, irrevocably and unconditionally liable and obligated hereunder to pay and perform the Guaranteed Guarantied Obligations and discharge its other obligations in accordance with the terms of the Guaranteed Guarantied Obligations as set forth in this Limited Guaranty in effect on the date hereof. Each Guarantor understands and acknowledges that by virtue of this Limited Guaranty, it has specifically assumed any and all risks of a bankruptcy or reorganization case or proceeding with respect to Parent or Merger SubParent.

Bankruptcy Not Discharge. Subject to the second sentence of Section 2.2, this Limited Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any or all of the Guaranteed Guarantied Obligations is rescinded or must otherwise be restored or returned by the Company upon (1) any change in the corporate existence, structure, or ownership of Parent or Merger Sub or any other Person now or hereafter liable with respect to the Guaranteed Obligations, and (2) the insolvency, bankruptcy, bankruptcy or reorganization affecting Parent or Merger Sub or any other Person now or hereafter liable with respect to the Guaranteed Obligationsof Parent. Notwithstanding any modification, discharge, discharge or extension of the Guaranteed Guarantied Obligations or any amendment, waiver, modification, stay, stay or cure of the Company’s rights which may occur in any bankruptcy or reorganization case or proceeding concerning Parent or Merger SubParent, whether permanent or temporary, and whether or not assented to by the Company, each Guarantor hereby agrees that it shall be obligated hereunder to pay and perform the Guaranteed Guarantied Obligations and discharge its other obligations in accordance with the terms of the Guaranteed Guarantied Obligations as set forth in this Limited Guaranty in effect on the date hereof. Each Guarantor understands and acknowledges that by virtue of this Limited Guaranty, it has specifically assumed any and all risks of a bankruptcy or reorganization case or proceeding with respect to Parent. The Company shall not be obligated to file any claim relating to the Guarantied Obligations in the event that Parent becomes subject to a bankruptcy, reorganization or Merger Subsimilar proceeding, and the failure of the Company to so file shall not affect the Guarantors’ obligations hereunder.

Bankruptcy Not Discharge. Subject Notwithstanding anything to the second sentence of Section 2.2contrary herein contained, this Limited Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any or all of the Guaranteed Obligations is rescinded or must otherwise be restored or returned by the Company Celestica upon (1) any change in the corporate existence, structure, or ownership of Parent or Merger Sub or any other Person now or hereafter liable with respect to the Guaranteed Obligations, and (2) the insolvency, bankruptcybankruptcy or reorganization of a Customer or Guarantor, or reorganization affecting Parent or Merger Sub if Celestica elects to return such payment or any other Person now or hereafter liable with respect to the Guaranteed Obligationspart thereof in its sole and absolute discretion, all as though such payment had not been made though due. Notwithstanding any modification, discharge, discharge or extension of the Guaranteed Obligations or any amendment, waiver, modification, stay, stay or cure of the CompanyCelestica’s rights which may occur in any bankruptcy or reorganization case or proceeding concerning Parent or Merger Suba Customer, whether permanent or temporary, and whether or not assented to by the CompanyCelestica, each Guarantor hereby agrees that it shall be obligated hereunder to pay and perform the Guaranteed Obligations and discharge its other obligations in accordance with the terms of the Guaranteed Obligations as set forth in this Limited Guaranty in effect on the date hereof. Each Guarantor understands and acknowledges that by virtue of this Limited Guaranty, it has specifically assumed any and all risks of a bankruptcy or reorganization case or proceeding with respect to Parent or Merger Suba Customer. As an example and not in any way of limitation, a subsequent modification of the Obligations in any reorganization case concerning a Customer shall not affect the obligation of Guarantor to pay the Obligations in accordance with their terms, as such may have been modified with the consent of Celestica prior to the commencement of any bankruptcy case.

Bankruptcy Not Discharge. Subject to the second sentence of Section 2.2, this Limited Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any or all of the Guaranteed Obligations is rescinded or must otherwise be restored or returned by the Company upon (1) any change in the corporate existence, structure, or ownership of Parent or Merger Sub or any other Person now or hereafter liable with respect to the Guaranteed Obligations, and (2) the insolvency, bankruptcy, bankruptcy or reorganization affecting Parent of Investor or Merger Sub or any other Person now or hereafter liable with respect to the Guaranteed ObligationsAcquisition Sub. Notwithstanding any modification, discharge, or extension of the Guaranteed Obligations or any amendment, waiver, modification, stay, stay or cure of the Company’s rights which may occur in any bankruptcy or reorganization case or proceeding concerning Parent Investor or Merger Acquisition Sub, whether permanent or temporary, and whether or not assented to by the Company, each Guarantor hereby agrees that it shall be obligated hereunder to pay and perform the Guaranteed Obligations and discharge its other obligations in accordance with the terms of the Guaranteed Obligations as set forth in this Limited Guaranty in effect on the date hereof. Each Guarantor understands and acknowledges that by virtue of this Limited Guaranty, it has specifically assumed any and all risks of a bankruptcy or reorganization case or proceeding with respect to Parent Investor and Acquisition Sub. The Company shall not be obligated to file any claim relating to this Limited Guaranty in the event that Investor or Merger SubAcquisition Sub becomes subject to bankruptcy or reorganization or similar proceeding, and the failure of the Company to so file shall not affect Guarantor’s obligations hereunder.

Bankruptcy Not Discharge. The Company shall not be obligated to file any claim relating to any Guarantied Obligation in the event that Parent or Merger Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Company to so file shall not affect the Guarantors’ obligations hereunder. Subject to the second sentence of Section 2.2, this Limited Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any or all of the Guaranteed Guarantied Obligations is rescinded or must otherwise be restored or returned by the Company upon (1) any change in the corporate existenceinsolvency, structure, bankruptcy or ownership reorganization of Parent or Merger Sub or any other Person now or hereafter liable with respect to the Guaranteed Obligations, and (2) the insolvency, bankruptcy, or reorganization affecting Parent or Merger Sub or any other Person now or hereafter liable with respect to the Guaranteed ObligationsParent. Notwithstanding any modification, discharge, discharge or extension of the Guaranteed Guarantied Obligations or any amendment, waiver, modification, stay, stay or cure of the Company’s rights which may occur in any bankruptcy or reorganization case or proceeding concerning Parent or Merger Sub, or Parent, whether permanent or temporary, and whether or not assented to by the Company, each Guarantor hereby agrees that it shall be obligated hereunder to pay and perform the Guaranteed Guarantied Obligations and discharge its other obligations in accordance with the terms of the Guaranteed Guarantied Obligations as set forth in this Limited Guaranty in effect on the date hereof. Each Guarantor understands and acknowledges that by virtue of this Limited Guaranty, it has specifically assumed any and all risks of a bankruptcy or reorganization case or proceeding with respect to Parent Merger Sub or Merger SubParent.