Common use of Guaranty and Suretyship Matters Clause in Contracts

Guaranty and Suretyship Matters. AT&T Parent acknowledges that, notwithstanding that it is not a party to this Agreement (other than with respect to Article 10), it will receive, in connection with the consummation of the 67 74 transactions contemplated by this Agreement, fair and adequate consideration for its indemnification obligations under this Agreement. AT&T Parent therefore agrees that it will be deemed for all purposes to be a primary obligor under each of such obligations, and not a guarantor or surety. Notwithstanding the foregoing, to the extent that any of the covenants or agreements in this Agreement are determined by a court of competent jurisdiction to be a guaranty (in such case, the "Guaranty") by AT&T Parent of indemnity obligations (in such case, the "Guaranteed Obligations") of any other person or entity (in such case the "Underlying Obligor"), then, such Guaranty will be continuing, absolute and unconditional (subject only to the applicable terms and conditions of this Agreement) and, to the maximum extent permitted by applicable law, AT&T Parent hereby:

Appears in 2 contracts

Samples: Reorganization Agreement (Charter Communications Inc /Mo/), Reorganization Agreement (Charter Communications Inc /Mo/)

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Guaranty and Suretyship Matters. AT&T Parent acknowledges that, notwithstanding that it is not a party to this Agreement (other than with respect to Article 10), it will receive, in connection with the consummation of the 67 74 transactions contemplated by this Agreement, fair and adequate consideration for its indemnification obligations under this Agreement. AT&T Parent therefore agrees that it will be deemed for all purposes to be a primary obligor under each of such obligations, and not a guarantor or surety. Notwithstanding the foregoing, to the extent that any of the covenants or agreements in this Agreement are determined by a court of competent jurisdiction to be a guaranty (in such case, the "Guaranty") by AT&T Parent of indemnity obligations (in such case, the "Guaranteed Obligations") of any other person or entity (in such case the "Underlying Obligor"), then, such Guaranty will be continuing, absolute and unconditional (subject only to the applicable terms and conditions of this Agreement) and, to the maximum extent permitted by applicable law, AT&T Parent hereby:

Appears in 1 contract

Samples: Asset Purchase Agreement (Charter Communications Inc /Mo/)

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Guaranty and Suretyship Matters. AT&T Parent acknowledges that, notwithstanding that it is not a party to this Agreement (other than with respect to Article 10), it will receive, in connection with the consummation of the 67 74 transactions contemplated by this Agreement, fair and adequate consideration for its indemnification obligations under this Agreement. , AT&T Parent therefore agrees that it will be deemed for all purposes to be a primary obligor under each of such obligations, and not a guarantor or surety. Notwithstanding the foregoing, to the extent that any of the covenants or agreements in this Agreement are determined by a court of competent jurisdiction to be a guaranty (in such case, the "Guaranty") by AT&T Parent of indemnity obligations (in such case, the "Guaranteed Obligations") of any other person or entity (in such case the "Underlying Obligor"), then, such Guaranty will be continuing, absolute and unconditional (subject only to the applicable terms and conditions of this Agreement) and, to the maximum extent permitted by applicable law, AT&T Parent hereby:

Appears in 1 contract

Samples: Asset Purchase Agreement (Charter Communications Inc /Mo/)

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