Common use of Guarantors' Guarantee Clause in Contracts

Guarantors' Guarantee. For value received, each of the Guarantors, in accordance with this Article Thirteen, hereby absolutely, unconditionally and irrevocably guarantees, jointly and severally with each other Guarantor, to the extent lawful, to the Trustee and the Holders, as if the Guarantors were the principal debtor, the punctual payment and performance when due of all Indenture Obligations (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Company or any Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding and, which for purposes of this Guarantee shall also be deemed to include all commissions, fees, charges, costs and other expenses (including reasonable legal fees and disbursements of one counsel in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances) arising out of or incurred by the Trustee or the Holders in connection with the enforcement of this Guarantee). Each Guarantor agrees that its obligations under this Indenture and its Guarantee shall rank equally in right of payment with other Indebtedness of such Guarantor, except to the extent such other Indebtedness is expressly subordinated to its obligations under this Indenture and its Guarantee, in which case its obligations under this Indenture and its Guarantee shall rank senior in right of payment to such other Indebtedness. Each Guarantor further agrees (to the extent lawful) that its obligations under this Indenture and its Guarantee may be extended or renewed, in whole or in part, without notice or further assent from it, and that it shall remain bound under this Article Thirteen notwithstanding any extension or renewal of its obligations under this Indenture or its Guarantee.

Guarantors' Guarantee. For value received(a) The Guarantors hereby jointly and severally, each irrevocably and unconditionally guarantee to the Holders from time to time of the GuarantorsSecurities and to the Trustee, in accordance with this Article Thirteenfor itself and on behalf of each Holder, hereby absolutelythe full and punctual payment (whether at stated maturity, unconditionally upon acceleration, redemption or otherwise) of the principal of, premium, if any, on and irrevocably guarantees, jointly and severally with each other Guarantorinterest on the Securities (including interest on overdue principal and, to the extent lawfulpermitted by applicable law, to the Trustee on overdue interest) and the HoldersRedemption Price, as if applicable and the Guarantors were the principal debtor, the full and punctual payment of all other amounts payable by the Issuer and performance when due of all Indenture Obligations (including, without limitation, interest accruing after the filing obligations of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Company or any Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding and, which for purposes of this Guarantee shall also be deemed to include all commissions, fees, charges, costs and other expenses (including reasonable legal fees and disbursements of one counsel in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances) arising out of or incurred by the Trustee or the Holders in connection with the enforcement of this Guarantee). Each Guarantor agrees that its obligations under this Indenture and its Guarantee shall rank equally in right of payment with other Indebtedness of such Guarantor, except to the extent such other Indebtedness is expressly subordinated to its obligations under this Indenture and its Guarantee, in which case its obligations under this Indenture and its Guarantee shall rank senior in right of payment to such other Indebtedness. Each Guarantor further agrees (to the extent lawful) that its obligations under this Indenture and its Guarantee may be extended or renewed, in whole or in part, without notice or further assent from it, and that it shall remain bound under this Article Thirteen notwithstanding any extension or renewal of its obligations each Issuer under this Indenture or its Guaranteethe Securities. Upon failure by an Issuer to pay punctually any such amount, the Guarantors shall forthwith on demand pay the amount not so paid at the place and in the manner specified in the Securities and this Indenture. The Guarantors agree that this is a guarantee of payment and not a guarantee of collection. (b) The Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for winding-up, liquidation, reorganization, or for the appointment of an examiner, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of any such Security is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on any such Security, whether as a “voidable preference,” “fraudulent transfer,” unfair preference, improper transfer or otherwise, all as though such payment or performance had not been made.

Guarantors' Guarantee. For value receivedThe Guarantor hereby guarantees, each as secondarily liable (garantía subsidiaria), the full and timely performance of the Guarantors, payment obligations of the Purchaser (or any of its permitted assignees) under this Agreement. The Guarantor unconditionally and irrevocably undertakes in favor of the Seller to pay any due and undisputed amount in accordance with the terms and conditions of this Article ThirteenAgreement that the Purchaser has failed to pay (the “Guaranteed Obligation”), hereby absolutely, unconditionally and irrevocably guarantees, jointly and severally with each other Guarantor, after having such payment been formally requested in writing to the extent lawfulSeller, then from and after thirty (30) Business Days from such formal request of payment. The payment written request to Guarantor regarding the Guaranteed Obligation shall include a copy of said prior written request made to the Trustee Purchaser and must include any of the following documents, as applicable: (i) a settlement agreement or any other agreement between the Parties whereby the Purchaser acknowledges the existence of a Purchaser’s due and undisputed payment obligation vis-à-vis the Seller and the Holders, as if determination of the Guarantors were amount to be paid by the principal debtorPurchaser; (ii) copy of the final decision by the Financial Expert in respect of the Earn Out Payments; (iii) copy of the resolution of a Controversy under Section 11.13 declaring the existence of a Guaranteed Obligation and its amount. For purposes of the provisions of article 135.2 of the Spanish Insolvency Act (Ley Concursal), the punctual payment and performance when due Guarantor shall remain bound by this secondary liability Guarantee in the event that the Purchaser is declared to be in a state of all Indenture insolvency (concurso de acreedores) or any similar situation of insolvency; the Seller shall not be obligated to file any claim relating to the Guaranteed Obligations (including, without limitation, interest accruing after in the filing of any petition in event that the Purchaser becomes subject to a bankruptcy, or the commencement of any insolvency, reorganization or like similar proceeding. The Guarantor expressly acknowledges and accepts that Sections 11.12 and Section 11.13 shall apply, relating mutatis mutandi to this Section and the Company or any Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding and, which for purposes of this Guarantee shall also be deemed to include all commissions, fees, charges, costs and other expenses (including reasonable legal fees and disbursements of one counsel in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances) arising out of or incurred by the Trustee or the Holders in connection with the enforcement of this Guarantee). Each Guarantor agrees that its obligations under this Indenture and its Guarantee shall rank equally in right of payment with other Indebtedness of such Guarantor, except to the extent such other Indebtedness is expressly subordinated to its obligations under this Indenture and its Guarantee, in which case its obligations under this Indenture and its Guarantee shall rank senior in right of payment to such other Indebtedness. Each Guarantor further agrees (to the extent lawful) that its obligations under this Indenture and its Guarantee may be extended or renewed, in whole or in part, without notice or further assent from it, and that it shall remain bound under this Article Thirteen notwithstanding any extension or renewal of its obligations under this Indenture or its Guarantee’s Guaranteed Obligations herein.

Guarantors' Guarantee. For value received(a) The Guarantors hereby jointly and severally, each irrevocably and unconditionally guarantee, on an unsecured and unsubordinated basis, to the Holders from time to time of the GuarantorsSecurities and to the Trustee, in accordance with this Article Thirteenfor itself and on behalf of each Holder, hereby absolutelythe full and punctual payment (whether at stated maturity, unconditionally upon acceleration, redemption or otherwise) of the principal of, premium, if any, on and irrevocably guarantees, jointly and severally with each other Guarantorinterest on the Securities (including interest on overdue principal and, to the extent lawfulpermitted by applicable law, to the Trustee on overdue interest) and the HoldersRedemption Price, as if applicable and the Guarantors were the principal debtor, the full and punctual payment of all other amounts payable by the Issuer and performance when due of all Indenture Obligations (including, without limitation, interest accruing after the filing obligations of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Company or any Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding and, which for purposes of this Guarantee shall also be deemed to include all commissions, fees, charges, costs and other expenses (including reasonable legal fees and disbursements of one counsel in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances) arising out of or incurred by the Trustee or the Holders in connection with the enforcement of this Guarantee). Each Guarantor agrees that its obligations under this Indenture and its Guarantee shall rank equally in right of payment with other Indebtedness of such Guarantor, except to the extent such other Indebtedness is expressly subordinated to its obligations under this Indenture and its Guarantee, in which case its obligations under this Indenture and its Guarantee shall rank senior in right of payment to such other Indebtedness. Each Guarantor further agrees (to the extent lawful) that its obligations under this Indenture and its Guarantee may be extended or renewed, in whole or in part, without notice or further assent from it, and that it shall remain bound under this Article Thirteen notwithstanding any extension or renewal of its obligations each Issuer under this Indenture or its Guaranteethe Securities. Upon failure by an Issuer to pay punctually any such amount, the Guarantors shall forthwith on demand pay the amount not so paid at the place and in the manner specified in the Securities and this Indenture. The Guarantors agree that this is a guarantee of payment and not a guarantee of collection. (b) The Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for winding-up, liquidation, reorganization, or for the appointment of an examiner, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of any such Security is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on any such Security, whether as a “voidable preference,” “fraudulent transfer,” unfair preference, improper transfer or otherwise, all as though such payment or performance had not been made.

Guarantors' Guarantee. For value received, each of the Guarantors, in accordance with this Article Thirteen, hereby absolutely, fully, unconditionally and irrevocably guarantees, jointly and severally with each other Guarantor, to the extent lawful, to the Trustee and the Holders, as if the Guarantors were the principal debtor, the punctual payment and performance when due of all Indenture Obligations (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Company or any Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding and, which for purposes of this Guarantee shall also be deemed to include all commissions, fees, charges, costs and other expenses (including reasonable legal fees and disbursements of one counsel in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances) arising out of or incurred by the Trustee or the Holders in connection with the enforcement of this Guarantee). Each Guarantor agrees that its obligations under this Indenture and its Guarantee shall rank equally in right of payment with other Indebtedness of such Guarantor, except to the extent such other Indebtedness is expressly subordinated to its obligations under this Indenture and its Guarantee, in which case its obligations under this Indenture and its Guarantee shall rank senior in right of payment to such other Indebtedness. Each Guarantor further agrees (to the extent lawful) that its obligations under this Indenture and its Guarantee may be extended or renewed, in whole or in part, without notice or further assent from it, and that it shall remain bound under this Article Thirteen notwithstanding any extension or renewal of its obligations under this Indenture or its Guarantee.

Guarantors' Guarantee. For value received, each of the Guarantors, in accordance with this Article Thirteen, hereby absolutely, fully, unconditionally and irrevocably guarantees, jointly and severally with each other Guarantor, to the extent lawful, to the Trustee and the Holders, as if the Guarantors were the principal debtor, the punctual payment and performance when due of all Indenture Obligations (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Company Issuer or any Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding and, which for purposes of this Guarantee shall also be deemed to include all commissions, fees, charges, costs and other expenses (including reasonable legal fees and disbursements of one counsel in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances) arising out of or incurred by the Trustee or the Holders in connection with the enforcement of this Guarantee). Each Guarantor agrees that its obligations under this Indenture and its Guarantee shall rank equally in right of payment with other Indebtedness of such Guarantor, except to the extent such other Indebtedness is expressly subordinated to its obligations under this Indenture and its Guarantee, in which case its obligations under this Indenture and its Guarantee shall rank senior in right of payment to such other Indebtedness. Each Guarantor further agrees (to the extent lawful) that its obligations under this Indenture and its Guarantee may be extended or renewed, in whole or in part, without notice or further assent from it, and that it shall remain bound under this Article Thirteen notwithstanding any extension or renewal of its obligations under this Indenture or its Guarantee.

Guarantors' Guarantee. For value received(a) If Securities of or within a series specified, as contemplated by Section 301 of this Indenture, are to be guaranteed by any Guarantors, then each such Guarantor hereby jointly and severally, fully and unconditionally guarantees to each Holder of any such Security which is authenticated and delivered by the Trustee (or, in the case of Securities issued in global form under the New Safekeeping Structure, authenticated and delivered by the Security Registrar and effectuated by the Common Safekeeper) and to the Trustee for itself and on behalf of each such Holder, the due and punctual payment of the Guarantorsprincipal of (and premium, if any, on) and interest (including, in accordance with this Article Thirteencase of default, hereby absolutely, unconditionally and irrevocably guarantees, jointly and severally with each other Guarantorinterest on principal and, to the extent lawfulpermitted by applicable law, on overdue interest and including any additional interest required to be paid according to the terms of any such Security), if any, on each such Security, and the due and punctual payment of any sinking fund payment (or analogous obligation), if any, provided for with respect to any such Security, when and as the same shall become due and payable, whether at Stated Maturity, upon redemption, upon acceleration, upon tender for repayment at the option of any Holder or otherwise, according to the terms thereof and of the Indenture (the “Guarantor Obligations”). In case of the failure of the applicable Issuer or any successor thereto punctually to pay any such principal, premium, interest or sinking fund payment, any such Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at Stated Maturity, upon redemption, upon declaration of acceleration, upon tender for repayment at the option of any Holder or otherwise, as if such payment were made by the applicable Issuer. (b) Each Guarantor hereby agrees that its Guarantor Obligations hereunder shall be as if it were principal debtor and not merely surety and shall be absolute and unconditional, irrespective of the identity of the applicable Issuer, the validity, regularity or enforceability of any such Security or the Indenture, the absence of any action to enforce the same, any waiver or consent by the Holder of any such Security with respect to any provisions thereof, the recovery of any judgment against the applicable Issuer or any action to enforce the same, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the applicable Guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the applicable Issuer, any right to require a proceeding first against the applicable Issuer, protest, notice and all demands whatsoever and covenants that its Guarantee will not be discharged except by complete performance of its obligations contained in any such Security and in this Guarantee. (c) Each Guarantor hereby agrees that, in the event of a default in payment of principal or premium, if any, or interest on any such Security, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of any such Security, subject to the terms and conditions set forth in this Indenture, directly against each such Guarantor to enforce its Guarantee without first proceeding against the Issuer. (d) If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or any Guarantor, any amount paid in respect of a Security by any of them to the Trustee or such Holder, this Guarantee, to the Trustee extent theretofore discharged, shall be reinstated in full force and effect. (e) This Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Holdersapplicable Issuer for liquidation, reorganization, should the applicable Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the applicable Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if the Guarantors were the principal debtor, the punctual at any time payment and performance when due of all Indenture Obligations (including, without limitation, interest accruing after the filing of any petition such Security are, pursuant to applicable law, rescinded or reduced in bankruptcyamount, or must otherwise be restored or returned by any obligee on any such Security, whether as a “voidable preference”, “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the commencement of event that any insolvencypayment or any part thereof is rescinded, reorganization reduced, restored or like proceedingreturned, relating any such Security shall, to the Company fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or any Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding and, which for purposes of this Guarantee shall also be deemed to include all commissions, fees, charges, costs and other expenses (including reasonable legal fees and disbursements of one counsel in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances) arising out of or incurred by the Trustee or the Holders in connection with the enforcement of this Guarantee). Each Guarantor agrees that its obligations under this Indenture and its Guarantee shall rank equally in right of payment with other Indebtedness of such Guarantor, except to the extent such other Indebtedness is expressly subordinated to its obligations under this Indenture and its Guarantee, in which case its obligations under this Indenture and its Guarantee shall rank senior in right of payment to such other Indebtedness. Each Guarantor further agrees (to the extent lawful) that its obligations under this Indenture and its Guarantee may be extended or renewed, in whole or in part, without notice or further assent from it, and that it shall remain bound under this Article Thirteen notwithstanding any extension or renewal of its obligations under this Indenture or its Guaranteereturned.