Common use of Guarantor Obligations Clause in Contracts

Guarantor Obligations. To the extent authorized by the Constitution or Laws of the State, Guarantor agrees that (a) the obligations of Guarantor pursuant to this Guaranty shall be binding upon Guarantor without any further notice or acceptance thereof; (b) this Guaranty shall not be affected by reason of assertion by UT against the CCC of any rights or remedies reserved to UT in the Affiliation Agreement or by reason of any summary or other proceedings against the CCC other than the offset rights provided in Section 8.4; (c) immediately upon written notice by UT to Guarantor of default under the Affiliation Agreement by the CCC, Guarantor will pay UT all amounts of “Permitted Investment Payment” and/or other charges due or overdue from the CCC, its successors or assigns, under the Affiliation Agreement, within thirty (30) days of receipt of such notice, and will timely comply with or perform all of the terms, covenants, and conditions of the Affiliation Agreement to be performed by the CCC, its successors or assigns, as provided in the Affiliation Agreement; (d) no extension, forbearance, or leniency extended by UT to the CCC shall discharge Guarantor from Guarantor’s obligations hereunder, and Guarantor agrees at all times that Guarantor will be liable notwithstanding that Guarantor has had no notice of any such extension, forbearance, or leniency; provided, however, that UT and the CCC may not, without the written consent of the Guarantor, at any time or from time to time, enter into any such changes, modifications, extensions, reversals of the Affiliation Agreement, amendment, or other covenants with respect to the Affiliation Agreement, and that Guarantor shall be released by any such action without their consent.

Guarantor Obligations. To 12.1 In consideration of the extent authorized Buyer entering into this Agreement the Guarantor irrevocably and unconditionally: 12.1.1 guarantees to the Buyer the due and punctual payment, observance and performance by the Constitution or Laws Seller of all of the StateSeller’s liabilities and obligations, whether present or future, express or implied, actual or contingent, under or arising out of this Agreement, including any liability or obligation to pay damages or other compensation for any breach of any of the Warranties or to pay sums due and payable (but unpaid by the Seller) under the Tax Covenant; and 12.1.2 undertakes that, if the Seller fails to pay in full and on time any amount due under or in connection with this Agreement and does not remedy that failure within five Business Days of being requested to do so, the Guarantor will on demand pay that amount as if it were the principal obligor. 12.2 The Buyer shall before exercising any of the rights, powers or remedies conferred upon it in respect of the Guarantor under this clause or by law first make demand of the Seller but subject to having made that demand and that demand not having been satisfied within 5 Business Days, the Buyer shall not thereafter be obliged before exercising any of those rights, powers or remedies: 12.2.1 to enforce or seek to enforce any claim, right or remedy against the Seller or any other person; or 12.2.2 to make or file any claim or proof in connection with the insolvency of the Seller or any other person; or 12.2.3 to take any action or obtain judgement in any court against the Seller or any other person. 12.3 Neither the liability of the Guarantor under this clause nor the rights, powers and remedies conferred on the Buyer under this clause or by law will in any way be released, prejudiced, diminished or affected by any of the following: 12.3.1 time or other indulgence being granted to the Seller in respect of its obligations under the Agreement; 12.3.2 any amendment to, or any variation, waiver or release of, any obligation of the Seller under this Agreement; 12.3.3 any failure to take, or fully to take, any security contemplated by this Agreement or otherwise agreed to be taken in respect of the Seller’s obligations under the Agreement; 12.3.4 any failure to realise or fully to realise the value of, or any release, discharge, exchange or substitution, of any such security taken in respect of the Seller’s obligations under the Agreement; 12.3.5 the insolvency or any change in the constitution, name, control or style of, the Seller, the Buyer, the Guarantor or any other person; 12.3.6 any invalidity, illegality, unenforceability, irregularity or frustration in any respect of any of the liabilities or obligations referred to in clause 12.1.1; and 12.3.7 any other act, omission event or circumstances which, but for this provision, might operate to prejudice, affect or otherwise affect the liability of the Guarantor under this clause or any of the rights, powers or remedies conferred upon the Buyer under this clause or by law. 12.4 The obligations of the Guarantor will constitute and be continuing obligations notwithstanding any settlement of account or other matter or thing whatsoever, and in particular will not be considered satisfied by any intermediate payment or satisfaction of all or any of the obligations of the Seller under this Agreement and will continue in full force and effect until final payment in full of all amounts owing by the Seller in total satisfaction of all the Seller’s actual and contingent obligations under this Agreement. 12.5 The Guarantor agrees that (a) whilst any amounts are or may be owed by the obligations of Seller under this Agreement or the Seller is under any actual or contingent obligation under this Agreement, the Guarantor pursuant to this Guaranty shall be binding upon will not exercise any rights which the Guarantor without may at any further notice or acceptance thereof; (b) this Guaranty shall not be affected time have by reason of assertion performance by UT against it of its obligations under this clause: 12.5.1 to be indemnified by the CCC Seller; 12.5.2 to claim any contribution from any other guarantor of the Seller’s obligations contained in this Agreement; 12.5.3 to take the benefit (in whole or in part) and whether by way of subrogation or otherwise of any rights or remedies reserved to UT in of the Affiliation Buyer under this Agreement or by reason of any summary or other proceedings against the CCC other than the offset rights provided security taken in Section 8.4; (c) immediately upon written notice by UT to Guarantor of default under the Affiliation connection with this Agreement by the CCC, Guarantor will pay UT all amounts of “Permitted Investment Payment” and/or Buyer; or 12.5.4 to claim or prove in a liquidation or other charges due or overdue from the CCC, its successors or assigns, under the Affiliation Agreement, within thirty (30) days of receipt of such notice, and will timely comply with or perform all insolvency proceedings of the termsSeller or any co-surety in competition with the Buyer. 12.6 The Guarantor undertakes that, covenants, and conditions of the Affiliation Agreement to be performed by the CCC, its successors or assigns, as provided in the Affiliation Agreement; (d) no extension, forbearance, or leniency extended by UT to the CCC shall discharge Guarantor from Guarantor’s obligations hereunder, and Guarantor agrees at all times that Guarantor will be liable notwithstanding that Guarantor has had no notice event of any such extension, forbearance, or leniency; provided, however, that UT and the CCC may not, without the written consent of claim being made against the Guarantor, at the Guarantor will not make any time claim against any Group Company or from time any director or employee of any Group Company on which or on whom the Seller or the Guarantor may have relied before agreeing to time, enter into any such changes, modifications, extensions, reversals term of this Agreement or authorising any statement in the Disclosure Letter. 12.7 Each obligation of the Affiliation Agreement, amendment, or Guarantor under clause 12.1 is independent of each other covenants with respect to the Affiliation Agreement, and obligation under that Guarantor shall be released by any such action without their consentclause.

Guarantor Obligations. To 3.1 Notwithstanding anything herein to the extent authorized by contrary and without prejudice to the Constitution rights or Laws remedies of the StateLenders, the Hedging Lenders and the Agent, as the case may be, against the Debtor as principal debtor, as between the Guarantor agrees that on the one hand and the Lenders, the Hedging Lenders and the Agent, as the case may be, on the other, the Guarantor's guarantee of the Debtor's Obligations pursuant to Section 2.1 (hereinafter referred to as the "Guarantor Obligations") is a principal obligation and not merely the obligation of a surety and the Lenders, the Hedging Lenders and the Agent, as the case may be, shall not be required to proceed against the Debtor, exhaust any remedies they may have against the Debtor or enforce any of the Securities but shall be entitled to demand and receive payment and performance from the Guarantor when any payment or performance is due under this Agreement. 3.2 If an Event of Default (as defined in the Loan Agreement) occurs, and if (a) the obligations Agent shall make demand for payment of Guarantor pursuant to this Guaranty shall be binding upon Guarantor without any further notice the Debtor's Obligations or acceptance thereof; (b) the Agent shall declare the Debtor's Obligations to be due and payable, the Guarantor as a primary obligor and not merely as surety shall forthwith, on demand by the Agent, pay to the Agent, for and on behalf of the Lenders, the Hedging Lenders and the Agent the full amount of the Debtor's Obligations due and payable (by acceleration or otherwise) by the Debtor. Any and all such payments shall be final and shall be free from any claim, counterclaim or defence of the Guarantor against the Lenders, the Hedging Lenders and the Agent. The guarantee of the Debtor's Obligations pursuant to Section 2.1 is a guarantee of payment and not merely of collection. The Guarantor hereby waives all defences of a surety to which it may be entitled by statute or otherwise. 3.3 Notwithstanding anything herein to the contrary, the obligations of the Guarantor under this Guaranty Agreement shall be absolute and unconditional in any and all circumstances and the liability of the Guarantor under this Agreement shall not be abrogated, prejudiced, discharged or otherwise affected by reason any fact, circumstance or thing whatsoever which, but for the provisions of assertion by UT against this Agreement, would or might operate to abrogate, prejudice, discharge or otherwise affect the CCC obligations of the Guarantor under this Agreement, including, without limitation, any rights one or remedies reserved more of the following (whether or not any such matter, fact or thing was or should have been known to UT in the Affiliation Agreement Lenders, the Hedging Lenders and the Agent, or by reason any of them, before any summary of the Debtor's Obligations were incurred): (a) any release, discharge, relinquishment, amendment, increase, decrease, compounding, abandonment, transfer, assignment, waiver or other proceedings against the CCC other than the offset rights provided in Section 8.4; (c) immediately upon written notice by UT to Guarantor of default under the Affiliation Agreement by the CCC, Guarantor will pay UT all amounts of “Permitted Investment Payment” and/or other charges due or overdue from the CCC, its successors or assigns, under the Affiliation Agreement, within thirty (30) days of receipt of such notice, and will timely comply with or perform all variation of the termsDebtor's Obligations, covenantsthe Loan Documents or the Securities or other arrangements now or from time to time hereafter in force between the Lenders, the Hedging Lenders, the Agent and conditions of the Affiliation Agreement to be performed by Debtor or the CCC, its successors or assigns, as provided in the Affiliation Agreement; (d) no extension, forbearance, or leniency extended by UT to the CCC shall discharge Guarantor from Guarantor’s obligations hereunder, and Guarantor agrees at all times that Guarantor will be liable notwithstanding that Guarantor has had no notice replacement of any such extensionobligations or arrangements with new obligations or arrangements, forbearance, whether with or leniency; provided, however, that UT and the CCC may not, without the written consent of the Guarantor, including, without limitation, any increase in the amount of the Debtor's Obligations (including an increase in the authorized amount of the Credit Facility or a Hedging Program), the variation in the time or method of payment, the increase or variation in any fee or interest rate, the variation of the method of calculation of any fee or interest rate, or any increase in costs, fees, expenses or outgoings; or (b) the granting of time, credit or any other indulgence or concession to the Debtor by the Lenders, the Hedging Lenders or the Agent, whether with or without the consent of the Guarantor; or (c) any judgment or rights which the Lenders or the Agent may have or exercise against the Debtor; or (d) the whole or any part of the Credit Facility, a Hedging Program, the Loan Documents or any of the Securities being or becoming wholly or partially illegal, void, voidable or unenforceable, whether by reason of any statute (including but not limited to any statute of limitation) or for any other reason whatsoever; or (e) the Lenders, the Hedging Lenders or the Agent becoming a party to or becoming bound by any compromise of debts, assignments of property, scheme of arrangement or scheme of reconstruction by or relating to the Debtor or the Guarantor or their respective affairs or the acceptance by the Lenders, the Hedging Lenders or the Agent of any sum of money thereunder; or (f) the insolvency, winding-up or bankruptcy of the Debtor or the Guarantor or the reconstruction, reorganization, amalgamation, merger or absorption of the Debtor or the Guarantor; or (g) the failure by the Lenders, the Hedging Lenders or the Agent to take or obtain any security from the Debtor, the Guarantor or any other person whether in respect of the Debtor's Obligations or the Guarantor Obligations or otherwise; or (h) any assignment or transfer by any Lender or the Agent of the benefit of and rights under this Agreement, the Credit Facility, the Loan Documents or the Securities; or (i) the granting of any security by the Guarantor, the Debtor or any other person to the Lenders, the Hedging Lenders or the Agent or the fact that any negotiable or other instrument is still in circulation or outstanding; or (j) the fact that any of the Securities may be issued after the execution of this Agreement; or (k) the Lenders, the Hedging Lenders or the Agent failing to perfect, register or maintain perfection or registration of any of the Securities; or (l) in the event the Debtor or the Guarantor is a trustee, a breach of trust by the same; or (m) the fact that the Debtor may enter into transactions with or incur obligations to the Lenders, the Hedging Lenders or the Agent without the consent of or notice to the Guarantor; or (n) any person becoming or not becoming a guarantor of the Debtor's Obligations or any part thereof; or (o) any change in the membership of any partnership or firm of which the Debtor or the Guarantor is a member; or (p) the failure by any Lender to make an advance under the Credit Facility or by a Hedging Lender to enter into a Hedging Program or a Hedging Program Contract. 3.4 The obligations of the Guarantor under this Agreement are in addition to and not in substitution for the Securities and such security may be treated as being independent of this Agreement and may be enforced by the Lenders and the Hedging Lenders in their absolute discretion without first having recourse to this Agreement. 3.5 The Lenders and the Hedging Lenders may release or otherwise deal with any of the Securities without releasing or affecting the obligations of the Guarantor under this Agreement and the Guarantor shall not hold the Lenders, the Hedging Lenders or the Agent responsible or liable for any loss or damage howsoever suffered by the Guarantor as a result of any such release or dealing (including, without limitation, any prejudice to or loss of any rights of subrogation) or for any loss by the Lenders, the Hedging Lenders or the Agent of any such security or by the Lenders, the Hedging Lenders or the Agent failing or neglecting to recover, by the realization of any such security or otherwise, any monies owing or to become owing to the Lenders, the Hedging Lenders or the Agent by the Debtor or by any negligence, laches or mistakes on the part of the Lenders, the Hedging Lenders or the Agent. 3.6 This Agreement shall not prejudicially affect or be prejudicially affected by any other security now or hereafter held by the Lenders, the Hedging Lenders or the Agent, for and on behalf of the Lenders and the Hedging Lenders for the Debtor's Obligations. 3.7 The obligations of the Guarantor under this Agreement shall continue to be effective or shall be reinstated, as the case may be, if at any time payment of any of the Debtor's Obligations or from time of any monies payable under this Agreement are avoided or must be repaid or restored, either in whole or in part, by the Lenders, the Hedging Lenders or the Agent to time, enter into the Debtor or to the Guarantor by reason of preference or for any other reason whatsoever and the obligations of the Guarantor under this Agreement shall extend to all such monies and any such changes, modifications, extensions, reversals of the Affiliation Agreement, amendment, or other covenants with respect to the Affiliation Agreement, and that Guarantor payment shall be released by any deemed not to have discharged the Debtor's Obligations or the Guarantor Obligations and the Lenders, the Hedging Lenders and the Agent shall have the same rights against the Guarantor as if such action without their consentpayment had not been made.

Guarantor Obligations. To Guarantor hereby irrevocably and unconditionally guarantees full and timely payment by Parent of (i) Parent’s obligations in Article II to pay the aggregate Merger Consideration, Option Consideration and RSU Consideration at the Closing, to the extent, and only to the extent, that the Merger Consideration, Option Consideration or RSU Consideration (as applicable) becomes due and payable in accordance with this Agreement and (ii) Parent’s obligation to pay the Expense Reimbursement, if and to the extent authorized by it becomes payable in accordance with Section 7.3(b). Guarantor hereby represents and warrants to the Constitution or Laws Company as of the State, Guarantor agrees that date hereof and as of the Closing Date that: (a) it is duly organized and existing under the laws of its jurisdiction of incorporation and has full corporate power and authority to enter into this Agreement and consummate the transactions contemplated hereby, (b) all corporate action on the part of Guarantor necessary for the authorization, execution and delivery of this Agreement and the performance of all obligations of Guarantor pursuant hereunder have been taken prior to this Guaranty shall be binding upon the date hereof, with no other corporate action on the part of Guarantor without any further notice or acceptance thereof; (b) this Guaranty shall not be affected by reason of assertion by UT against the CCC of any rights or remedies reserved to UT in the Affiliation Agreement or by reason of any summary or other proceedings against the CCC other than the offset rights provided in Section 8.4; being necessary, (c) immediately upon written notice this Agreement has been duly authorized, executed and delivered by UT to Guarantor of default under the Affiliation Agreement and, assuming due execution and delivery by the CCC, Guarantor will pay UT all amounts of “Permitted Investment Payment” and/or other charges due or overdue from the CCC, its successors or assigns, under the Affiliation Agreement, within thirty (30) days of receipt of such notice, and will timely comply with or perform all each of the other parties thereto, is a valid and binding obligation of Guarantor enforceable in accordance with its terms, covenants, and conditions of the Affiliation Agreement to be performed by the CCC, its successors or assigns, as provided in the Affiliation Agreement; (d) no extensionthe execution and delivery of this Agreement and the performance of all obligations of Guarantor hereunder do not and will not contravene, forbearanceviolate or conflict with Guarantor’s charter, bylaws or other constituent documents thereof, any material Contract to which it is a party or by which its properties or assets are bound, or leniency extended by UT any Law or Order applicable thereto, and does not and will not require the consent or authorization of, filing or registration with, expiration or termination of any waiting period required by, or notification to, any Governmental Authority, and (e) there is no Legal Proceeding pending or, to the CCC shall discharge Guarantor from knowledge of Guarantor’s obligations hereunder, threatened, and Guarantor agrees at all times that Guarantor will be liable notwithstanding that Guarantor has had no notice of is not subject to any such extensionOrder, forbearanceagainst or affecting Guarantor, or leniency; providedexcept, howeverin each case, that UT and the CCC may as would not, without individually or in the written consent aggregate, prevent or materially delay the performance by Guarantor of the Guarantor, at any time or from time to time, enter into any such changes, modifications, extensions, reversals of the Affiliation Agreement, amendment, or other covenants with respect to the Affiliation Agreement, and that Guarantor shall be released by any such action without their consentits obligations hereunder.