Guarantee of Guaranteed Obligations. Each of the Guarantors hereby, jointly and severally, absolutely, unconditionally and irrevocably, guarantees, as primary obligor and not merely as surety, to the Administrative Agent, for the benefit of the Guaranteed Parties and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and each other Guarantor, when due (whether at the stated maturity, by acceleration or otherwise) of the Guaranteed Obligations. Each Guarantor shall be liable under its guarantee set forth in this Section 9.01, without any limitation as to amount, for all present and future Guaranteed Obligations, including specifically all future increases in the outstanding amount of the Loans or other Guaranteed Obligations and other future increases in the Guaranteed Obligations, whether or not any such increase is committed, contemplated or provided for by the Loan Documents on the date hereof. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all Guaranteed Obligations (including, without limitation, interest, fees, costs and expenses) that would be owed by any other obligor on the Guaranteed Obligations but for the fact that they are unenforceable or not allowable due to the existence of a proceeding under any Debtor Relief Law involving such other obligor because it is the intention of the Guarantors and the Guaranteed Parties that the Guaranteed Obligations which are guaranteed by the Guarantors pursuant hereto should be determined without regard to any rule of law or order which may relieve the Borrower or any other Guarantor of any portion of such Guaranteed Obligations.
Guarantee of Guaranteed Obligations. Each Guarantor unconditionally guarantees, jointly and severally (“solidariamente”) with the other Guarantors, the due and punctual payment and performance of the Secured Obligations (subject to the proviso in this sentence, the “Guaranteed Obligations”); provided that the Guaranteed Obligations of such Guarantor shall exclude any Excluded Swap Obligations. Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its guarantee notwithstanding any extension or renewal of any Guaranteed Obligation. Each Guarantor waives presentment to, demand of payment from and protest to the Borrower or any other Guarantor of any of the Guaranteed Obligations, and also waives notice of acceptance of its guarantee and notice of protest for nonpayment.
Guarantee of Guaranteed Obligations. Subject to Section 2.2, each of the Guarantors hereby, jointly and severally, absolutely, unconditionally and irrevocably, guarantees, as primary obligor and not merely as surety, to the Investors, for the benefit of the Guaranteed Parties and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by each other Guarantor, including the Company, when due (whether at the stated maturity, by acceleration or otherwise) of the Guaranteed Obligations. Each Guarantor shall be liable under its guarantee set forth in this Section 2.1, without any limitation as to amount but at all times subject to Section 2.2, for all present and future Guaranteed Obligations, including specifically all future increases in the outstanding amount of the Notes or other Guaranteed Obligations and other future increases in the Guaranteed Obligations, whether or not any such increase is committed, contemplated or provided for by the Notes Documents on the date hereof. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all Guaranteed Obligations that would be owed by any other obligor on the Guaranteed Obligations but for the fact that they are unenforceable or not allowable due to the existence of a Bankruptcy Proceeding involving such obligor.
Guarantee of Guaranteed Obligations. (a) Each of the Tranche A-1 Guarantors hereby, jointly and severally, absolutely, unconditionally and irrevocably, guarantees, as primary obligor and not merely as surety, to the Administrative Agent, for the benefit of the Tranche A-1 Guaranteed Parties and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and each other Tranche A-1 Guarantor, when due (whether at the stated maturity, by acceleration or otherwise) of the Tranche A-1
Guarantee of Guaranteed Obligations. Each Guarantor irrevocably and unconditionally guarantees to the Guaranteed Credit Parties the punctual payment of the Guaranteed Obligations when due (whether at stated maturity, upon acceleration or otherwise), subject to the expiration of any applicable grace or cure period expressly set forth in the Credit Agreement. Each Guarantor irrevocably and unconditionally covenants and agrees that it is liable for the Guaranteed Obligations as if it is the primary obligor and not merely as surety. The liability of each Guarantor hereunder is joint and several with the liability of any other Guarantor under its respective guaranty.
Guarantee of Guaranteed Obligations. Guarantor hereby unconditionally and irrevocably guarantees as obligor and as surety to Beneficiary the performance when due of any and all covenants, agreements and other obligations of Buyer under the Asset Purchase Agreement (including all exhibits and ancillary agreements contemplated thereunder) and each of the other Transaction Documents, now or hereafter existing, made, incurred or created, whether absolute or contingent, liquidated or unliquidated, and however arising under or in connection with the Asset Purchase Agreement and each of the other Transaction Documents (collectively, the “WPT Transaction Documents”), as applicable, including, without limitation, the payment when due of any and all amounts owing to Seller under the terms of the Asset Purchase Agreement (all such obligations including all amendments, modifications, supplements, renewals or extensions of any of them, whether such amendments, modifications, supplements, renewals or extensions are evidenced by new or additional instruments, documents or agreements or the security therefor, or otherwise, collectively the “Guaranteed Obligations”). In addition to acting as Guarantor, Guarantor adopts the obligations of Buyer as set forth in
Guarantee of Guaranteed Obligations. Each Guarantor (other than XLSource), on a joint and several basis, hereby irrevocably and unconditionally guarantees to Buyer the prompt and full discharge by XLSource of all of XLSource's covenants, agreements, obligations and liabilities contained in the XLSource Supply Agreement and in Section 9.06 of this Agreement, including without limitation the due and punctual payment of all amounts which may become due and payable by XLSource under such agreement and such Section when and as the same shall become due and payable. Each Guarantor (other than Seller), on a joint and several basis, hereby irrevocably and unconditionally guarantees to Buyer the prompt and full discharge by Seller of all of Seller's covenants, agreements, obligations and liabilities under this Agreement, including without limitation the due and punctual payment of all amounts which may become due and payable by Seller hereunder when and as the same shall become due and payable. The obligations of each of Seller and XLSource (each, an "Obligor") guaranteed by the Guarantors and referred to in the two preceding sentences shall be hereinafter referred to collectively as the "Guaranteed Obligations" of such Obligor; provided that the Guaranteed Obligations referred to in the first sentence of this Section shall be reduced, in connection with each XLSource Sale (other than any such XLSource Sale to the XLS Purchaser (as hereinafter defined)) to a Person approved by Buyer pursuant to the provisions of the XLSource Supply Agreement, by an amount equal to the Designated Percentage applicable to such XLSource Sale. Each Guarantor agrees that, with respect to all of its Guaranteed Obligations to pay money, such guarantee shall be a guarantee of payment and performance and not of collection.
Guarantee of Guaranteed Obligations. Each of the Guarantors hereby, jointly and severally, absolutely, unconditionally and irrevocably, guarantees, as primary obligor and not merely as surety, to and for the benefit of the Lender, the prompt and complete payment and performance by the Borrower and each other Guarantor, when due (whether at the stated maturity, by acceleration or otherwise) of the Guaranteed Obligations. Each Guarantor shall be liable under its guarantee set forth in this Section 2.1, for all present and future Guaranteed Obligations, including specifically all future increases, whether or not any such increase is committed, contemplated or provided for by the Loan Documents on the date hereof. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all Guaranteed Obligations that would be owed by any other obligor on the Guaranteed Obligations but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency or Liquidation Proceeding involving such other obligor. For the avoidance of doubt, each Guarantor shall also be liable under this guarantee for any payments on the Guaranteed Obligations which are clawed-back from the Lender in an Insolvency or Liquidation Proceeding.
Guarantee of Guaranteed Obligations. Each Guarantor unconditionally guarantees to the Collateral Agent, jointly with the other Guarantors and severally, as a primary obligor and not merely as a surety, the due and punctual payment and performance of the Obligations (as defined in the Collateral Agreement) (the “Guaranteed Obligations”) for the ratable benefit of (i) the Lenders, (ii) the Administrative Agent, (iii) the Collateral Agent, (iv) each L/C Issuer, (v) each counterparty to any Swap Agreement with a Loan Party the obligations under which constitute Obligations, (vi) the beneficiaries of each indemnification obligation undertaken by any Loan Party under any Loan Document, (vii) the providers of the Overdraft Line, the obligations in respect of which constitute Obligations and (viii) the successors and permitted assigns of each of the foregoing (collectively, the “Secured Parties”). Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its guarantee notwithstanding any extension or renewal of any Guaranteed Obligation. Each Guarantor waives presentment to, demand of payment from and protest to the Borrower or any other Loan Party of any of the Guaranteed Obligations, and also waives notice of acceptance of its guarantee and notice of protest for nonpayment.
Guarantee of Guaranteed Obligations. The Guarantor hereby unconditionally guarantees to the Lender, its successors, endorsees, transferees and assigns, the prompt payment (whether at stated maturity, by acceleration or otherwise) and performance of any and all indebtedness (whether principal or interest), liabilities and other obligations of the Company under the New Note now existing or hereafter arising, whether direct, indirect, related, unrelated, fixed, contingent, liquidated, unliquidated, joint, several or joint and several, and to pay all fees, indemnities, costs and expenses (including reasonable attorneys’ fees) provided for in this Guarantee (collectively, the “Guaranteed Obligations”). The Guarantor agrees that this Guarantee is a guaranty of payment and performance and not of collection, and that its obligations under this Guarantee shall be primary, absolute and unconditional, irrespective of, and unaffected by:
