Common use of Domestic Guarantee Clause in Contracts

Domestic Guarantee. To induce the Administrative Agent, the Collateral Agent and the Lenders to execute and deliver this Agreement and to make or maintain the Accommodations, and in consideration thereof, each Domestic Guarantor hereby, jointly and severally, and irrevocably and unconditionally, guarantees to the Administrative Agent, the Collateral Agent, the Lenders, the Cash Management Banks and the Hedge Lenders (the Administrative Agent, the Collateral Agent, the Lenders, the Cash Management Banks and the Hedge Lenders are collectively, the “Guaranteed Parties” and each a “Guaranteed Party”), due and punctual payment and performance to the Guaranteed Parties upon written demand made in accordance with the terms of this Agreement of all debts, liabilities and obligations of or owing (a) by each Borrower under this Agreement or any other Credit Document and (b) by any other Loan Party under any Eligible Cash Management Agreement or any Eligible Hedging Agreement, in each case, to any Guaranteed Party at any time, present and future, direct or indirect, absolute and contingent, matured or not, and all amendments, restatements, renewals, extensions or supplements and continuations thereof, and whether as principal or surety, and including, without limitation, all liabilities of each Borrower arising as a consequence of its failure to pay or fulfil any of such debts, liabilities and obligations, excluding for all purposes of the foregoing for each Domestic Guarantor, all Hedging Obligations that constitute Excluded Hedging Obligations for such Domestic Guarantor (collectively, the “Guaranteed Obligations” or the “Secured Obligations”). Each Domestic Guarantor which is incorporated or formed under the laws of a jurisdiction located within the United States, and by its acceptance of this Guarantee, the Administrative Agent and each Lender, hereby confirms that it is the intention of all such Persons that this Guarantee and the Obligations of such Domestic Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of U.S. bankruptcy laws, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guarantee and the Guaranteed Obligations of such Domestic Guarantor hereunder. To effectuate the foregoing intention, the Administrative Agent, the Lenders and such Domestic Guarantors hereby irrevocably agree that the Guaranteed Obligations of such Domestic Guarantor under this Guarantee at any time shall be limited to the maximum amount as will not result in the Guaranteed Obligations of such Domestic Guarantor under this guarantee constituting a fraudulent transfer or conveyance. Each Domestic Guarantor hereby unconditionally and irrevocably agrees that in the event any payment shall be required to be made to any Lender under this Guarantee or any other guarantee, such Domestic Guarantor will contribute, to the maximum extent permitted by Law, such amounts to each other Domestic Guarantor and each other guarantor so as to maximize the aggregate amount paid to the Administrative Agent and the Lenders under or in respect of the Credit Documents.

Domestic Guarantee. To induce the Administrative Agent, the Collateral Agent and the Lenders to execute and deliver this Agreement and to make or maintain the Accommodations, and in consideration thereof, each Domestic Guarantor hereby, jointly and severally, and irrevocably and unconditionally, guarantees to the Administrative Agent, the Collateral Agent, the Lenders, the Cash Management Banks Agent and the Hedge Lenders (the Administrative Agent, the Collateral Agent, the Lenders, the Cash Management Banks Agent and the Hedge Lenders are collectively, the “Guaranteed Parties” and each a “Guaranteed Party”), due and punctual payment and performance to the Guaranteed Parties upon written demand made in accordance with the terms of this Agreement of all debts, liabilities and obligations of or owing (a) by each Borrower under this Agreement or any other Credit Document and (b) by any other Loan Party under any Eligible Cash Management Agreement or any Eligible Hedging Agreement, in each case, to any Guaranteed Party at any time and from time to time, present and future, direct or and indirect, absolute and contingent, matured or not, arising from this Agreement or any other Credit Document, and all amendments, restatements, replacements, renewals, extensions extensions, or supplements and continuations thereof, and whether any Borrower is bound alone or with another or others, and whether as principal or surety, and including, including without limitation, all liabilities of each Borrower arising as a consequence of its failure to pay or fulfil any of such debts, liabilities and obligations, excluding for all purposes of the foregoing for each Domestic Guarantor, all Hedging Obligations that constitute Excluded Hedging Obligations for such Domestic Guarantor obligations (collectively, the “Guaranteed Obligations” or the “Secured Obligations”). Each Domestic Guarantor which is incorporated or formed under the laws of a jurisdiction located within the United States, and by its acceptance of this Guarantee, the Administrative Agent and each Lender, hereby confirms that it is the intention of all such Persons that this Guarantee and the Obligations of such Domestic Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of U.S. bankruptcy laws, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guarantee and the Guaranteed Obligations of such Domestic Guarantor hereunder. To effectuate the foregoing intention, the Administrative Agent, the Lenders and such Domestic Guarantors hereby irrevocably agree that the Guaranteed Obligations of such Domestic Guarantor under this Guarantee at any time shall be limited to the maximum amount as will not result in the Guaranteed Obligations of such Domestic Guarantor under this guarantee Guarantee constituting a fraudulent transfer or conveyance. Each Domestic Guarantor hereby unconditionally and irrevocably agrees that in the event any payment shall be required to be made to any Lender under this Guarantee or any other guarantee, such Domestic Guarantor will contribute, to the maximum extent permitted by Lawlaw, such amounts to each other Domestic Guarantor and each other guarantor so as to maximize the aggregate amount paid to the Administrative Agent and the Lenders under or in respect of the Credit Documents.

Domestic Guarantee. To induce the Administrative Agent, the Collateral Agent and the Lenders to execute and deliver this Agreement and to make or maintain the Accommodations, and in consideration thereof, each Domestic Guarantor hereby, jointly and severally, and irrevocably and unconditionally, guarantees to the Administrative Agent, the Collateral Agent, the Lenders, the Cash Management Banks and the Hedge Lenders (the Administrative Agent, the Collateral Agent, the Lenders, the Cash Management Banks and the Hedge Lenders are collectively, the “Guaranteed Parties” and each a “Guaranteed Party”), due and punctual payment and performance to the Guaranteed Parties upon written demand made in accordance with the terms of this Agreement of all debts, liabilities and obligations of or owing (a) by each the Borrower under this Agreement or any other Credit Document and (b) by any other Loan Party under any Eligible Cash Management Agreement or any Eligible Hedging Agreement, in each case, to any Guaranteed Party at any time, present and future, direct or indirect, absolute and contingent, matured or not, and all amendments, restatements, renewals, extensions or supplements and continuations thereof, and whether as principal or surety, and including, without limitation, all liabilities of each the Borrower arising as a consequence of its failure to pay or fulfil any of such debts, liabilities and obligations, excluding for all purposes of the foregoing for each Domestic Guarantor, all Hedging Obligations that constitute Excluded Hedging Obligations for such Domestic Guarantor (collectively, the “Guaranteed Obligations” or the “Secured Obligations”). Each Domestic Guarantor which is incorporated or formed under the laws of a jurisdiction located within the United States, and by its acceptance of this Guarantee, the Administrative Agent and each Lender, hereby confirms that it is the intention of all such Persons that this Guarantee and the Obligations of such Domestic Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of U.S. bankruptcy laws, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guarantee and the Guaranteed Obligations of such Domestic Guarantor hereunder. To effectuate the foregoing intention, the Administrative Agent, the Lenders and such Domestic Guarantors hereby irrevocably agree that the Guaranteed Obligations of such Domestic Guarantor under this Guarantee at any time shall be limited to the maximum amount as will not result in the Guaranteed Obligations of such Domestic Guarantor under this guarantee constituting a fraudulent transfer or conveyance. Each Domestic Guarantor hereby unconditionally and irrevocably agrees that in the event any payment shall be required to be made to any Lender under this Guarantee or any other guarantee, such Domestic Guarantor will contribute, to the maximum extent permitted by Law, such amounts to each other Domestic Guarantor and each other guarantor so as to maximize the aggregate amount paid to the Administrative Agent and the Lenders under or in respect of the Credit Documents.

Domestic Guarantee. To induce the Administrative Agent, the Collateral Agent and the Lenders to execute and deliver this Agreement and to make or maintain the Accommodations, and in consideration thereof, each Domestic Guarantor hereby, jointly and severally, and irrevocably and unconditionally, guarantees to the Administrative Agent, the Collateral Agent, the Lenders, the Cash Management Banks party to any Eligible Cash Management Agreements and the Hedge Lenders party to any Eligible Hedging Agreements (the Administrative Agent, the Collateral Agent, the Lenders, the such Cash Management Banks and the such Hedge Lenders are collectively, the “Guaranteed Parties” and each a “Guaranteed Party”), due and punctual payment and performance to the Guaranteed Parties upon written demand made in accordance with the terms of this Agreement of all debts, liabilities and obligations of or owing (a) by each Borrower under this Agreement or any other Credit Document and (b) by any other Loan Party under any Eligible Cash Management Agreement or any Eligible Hedging Agreement, in each case, to any Guaranteed Party at any time and from time to time, present and future, direct or and indirect, absolute and contingent, matured or not, arising from this Agreement, any Eligible Cash Management Agreements, any Eligible Hedging Agreements or any other Credit Document, and all amendments, restatements, replacements, renewals, extensions extensions, or supplements and continuations thereof, and whether any Borrower is bound alone or with another or others, and whether as principal or surety, and including, including without limitation, all liabilities of each Borrower arising as a consequence of its failure to pay or fulfil fulfill any of such debts, liabilities and obligations, excluding for all purposes of the foregoing for each Domestic Guarantor, all Hedging Obligations that constitute Excluded Hedging Obligations for such Domestic Guarantor obligations (collectively, the “Guaranteed Obligations” or the “Secured Obligations”). Each Domestic Guarantor which is incorporated or formed under the laws of a jurisdiction located within the United States, and by its acceptance of this Guarantee, the Administrative Agent and each Lender, hereby confirms that it is the intention of all such Persons that this Guarantee and the Obligations of such Domestic Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of U.S. bankruptcy laws, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guarantee and the Guaranteed Obligations of such Domestic Guarantor hereunder. To effectuate the foregoing intention, the Administrative Agent, the Lenders and such Domestic Guarantors hereby irrevocably agree that the Guaranteed Obligations of such Domestic Guarantor under this Guarantee at any time shall be limited to the maximum amount as will not result in the Guaranteed Obligations of such Domestic Guarantor under this guarantee constituting a fraudulent transfer or conveyance. Each Domestic Guarantor hereby unconditionally and irrevocably agrees that in the event any payment shall be required to be made to any Lender under this Guarantee or any other guarantee, such Domestic Guarantor will contribute, to the maximum extent permitted by Lawlaw, such amounts to each other Domestic Guarantor and each other guarantor so as to maximize the aggregate amount paid to the Administrative Agent and the Lenders under or in respect of the Credit Documents. For purposes of this Guarantee, each Domestic Guarantor hereby confirms and agrees that the reference to “each Borrower” in this Section 22.01 includes Open Text, Open Text Inc., Open Text ULC, Newco and any Designated Borrower from time to time.