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 Borrowers 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 any 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 Second Lien 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 each other Guarantor, including the Borrower, 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 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 Closing Date. 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 Loan Party.
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. 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 for the ratable benefit of the Secured Parties (the “Guaranteed Obligations”); provided that (i) the Guaranteed Obligations of any Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor and (ii) Guaranteed Obligations, as it applies to any Loan Party in its capacity as a Guarantor hereunder, shall exclude any Direct Obligations of such Loan Party. 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. To the extent permitted by applicable law, 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. 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 Section 3.5 (non-circumvention), Section 7.15 (buyer acquisition transactions) and Section 7.16 (exploitation of purchased assets).
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:
i. the genuineness, validity, regularity, enforceability or any future amendment of, or change in this Guarantee or any other document now existing or hereafter arising;
ii. the absence of any action to enforce this Guarantee or any other document, or the waiver or consent by the Lender with respect to any of the provisions thereof;
iii. the existence, value or condition of, or failure to perfect a lien against, any collateral (“Collateral”) for the Guaranteed Obligations or any action, or the absence of any action, by the Lender in respect thereof (including, without limitation, the release of any such security);
iv. the insolvency of the Company, the Guarantor or any other party; or
v. any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; it being agreed by the Guarantor that its obligations under this Guarantee shall not be discharged until the satisfaction of the Guaranteed Obligations in full. The Guarantor shall be regarded, and shall be in the same position, as principal debtor with respect to the Guaranteed Obligations.
Guarantee of Guaranteed Obligations. Guarantor hereby absolutely and unconditionally agrees to, and by these presents does hereby, guarantee the prompt and punctual payment, performance and satisfaction of the Borrower’s and the other Loan Parties’ obligations set forth in Section 3(b)(w), (x) and (y) of the Amendment on or before the expiration of the Conditional Payoff Period, including any of the foregoing incurred or accrued during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, whether or not allowed or allowable in such proceeding, whether liquidated or unliquidated and whether now existing or hereafter arising (collectively, the “Guaranteed Obligations”). Guarantor acknowledges that the Agent shall be entitled, in its sole and absolute discretion, to determine: (i) the order in which the Agent will seek to collect the liabilities of the Borrower and Loan Parties under the Credit Agreement and the other Loan Documents, and (ii) the manner in which Lender will seek to collect such liabilities, including, without limitation, whether by seeking to realize on any collateral security now or hereafter granted to the Agent by the Loan Parties, by the enforcement of the liabilities against the Borrower or such other Loan Parties, by enforcement of any other guaranty by any other Person of the Obligations or the Guaranteed Obligations, or by a combination of such methods.
Guarantee of Guaranteed Obligations. The Guarantors hereby irrevocably, unconditionally guarantee and promise to pay and perform (to the extent such performance is not in violation of applicable Law and the terms of any relevant contract) on demand the Guaranteed Obligations and each and every one of them, 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 change the rate of interest on any Guaranteed Obligation or the security therefor, or otherwise.
