Holdings Guarantee. Subject to this Article 11, Holdings hereby, jointly and severally with the Note Guarantors, irrevocably and unconditionally guarantees, on an unsecured senior subordinated basis (the Note Guarantors on a senior unsecured basis), to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuers hereunder or thereunder, that: (a) the principal of and interest and premium on the Notes shall be promptly paid in full when due, whether at Stated Maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations of the Issuers to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest on the Notes and all other monetary obligations of the Issuers under this Indenture and the Notes shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, Holdings, together with the Note Guarantors as described in Article 10, shall be jointly and severally obligated to pay the same immediately. Holdings agrees that this is a guarantee of payment and not a guarantee of collection. Holdings hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, this Indenture or any Note Guarantee, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, Holdings or any Note Guarantor, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Holdings hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuers, any right to require a proceeding first against the ...
Holdings Guarantee. Holdings hereby unconditionally and irrevocably guarantees to Continental the due and punctual performance by each of XJT and ExpressJet of all of their obligations arising under this Agreement and the Ancillary Agreements. If either XJT or ExpressJet shall fail or be unable to perform such obligations as and when the same shall be required to be performed, then Holdings shall be obligated to perform or cause to be performed such obligations in accordance with the terms hereof and thereof. This guaranty is a guaranty of payment, performance and compliance and not of collectibility and is in no way conditioned or contingent upon any attempt to collect from or enforce performance or compliance by ExpressJet or XJT or upon any other event or condition whatsoever.
Holdings Guarantee. The Administrative Agent shall have received the Holdings Guarantee, executed and delivered by a duly authorized officer of Holdings.
Holdings Guarantee. 67 SECTION 10.1 HOLDINGS GUARANTEE..................................... 67 SECTION 10.2 EXECUTION AND DELIVERY OF HOLDINGS GUARANTEE............................................ 69 SECTION 10.3 LIMITATION ON GUARANTOR'S ACTIVITY..................... 69
Holdings Guarantee. Holdings unconditionally and irrevocably guarantees to Seller the full and timely performance by the Purchaser of the Purchaser’s obligations pursuant to this Agreement and the other Transaction Documents. This is a guarantee of payment and performance, and not of collection, and Holdings acknowledges and agrees that this guarantee is full and unconditional, and no release or extinguishment of Holdings’ obligations or liabilities, whether by decree in any bankruptcy proceeding or otherwise, shall affect the continuing validity and enforceability of this guarantee, as well as any provision requiring or contemplating performance by Holdings. Holdings hereby waives, for the benefit of Seller, (i) any right to require Seller, as a condition of payment or performance by Holdings, to proceed against Purchaser or pursue any other remedy whatsoever and (ii) to the fullest extent permitted by applicable Law, any defenses or benefits that may be derived from or afforded by applicable Law which limit the liability of or exonerate guarantors or sureties, except to the extent that any such defense is available to Purchaser. Notwithstanding anything to the contrary contained in this Section 10.19, the Seller hereby agrees that Holdings shall have all defenses to its obligations hereunder that would be available to Purchaser under this Agreement. * * * * * 182
Holdings Guarantee. 64 SECTION 11.02.
Holdings Guarantee. Holdings hereby unconditionally guarantees to AOL (i) the full and prompt payment of all amounts which may become due and owing to AOL from TS pursuant to this Agreement and (ii) the due performance by TS of all of its obligations under this Agreement, (all of the foregoing, collectively, are hereinafter referred to as the "Guaranteed Obligations"). The obligations of Holdings under this Article shall not be impaired by any modification, supplement, extension or amendment of any contract or agreement between AOL and TS, whether now existing or hereafter arising, including, without limitation, this Agreement, nor by any modification, release or other alteration of any of the Guaranteed Obligations or of any security therefor, and the liability of Holdings shall apply to the Guaranteed Obligations as so altered, modified, supplemented, extended or amended. No invalidity, irregularity or unenforceability of all or any part of the Guaranteed Obligations or of any security therefor (including, without limitation, as a result of the bankruptcy, reorganization or insolvency of the TS, or pursuant to any assignment for the benefit of creditors, receivership, or similar proceeding) shall affect, impair or be a defense to the obligations of Holdings under this Article XIII which are a primary obligations of Holdings, and nothing shall discharge or satisfy the liability of Holdings hereunder except the full payment and performance of the Guaranteed Obligations. This Article XIII shall survive termination of this Agreement. * * *
Holdings Guarantee. Holdings shall execute and deliver at the Closing to the Lender a parent guarantee substantially in the form of Exhibit C hereto.
Holdings Guarantee. The Borrower shall ensure that on or before the Spin-Off Date: (i) Holdings shall have acquired 100% of each class of outstanding Capital Stock of the Borrower, (ii) the Collateral Agent shall have received certificates representing 100% of the issued and outstanding Capital Stock of the Borrower together with undated stock powers, in blank, executed and delivered by a duly authorized officer of Holdings, (iii) Holdings shall have become a party to the Credit Agreement and the Pledge Agreement and shall have taken all actions (including, without limitation, the filing of UCC financing statements) and necessary to perfect the security interest of the Collateral Agent in Holdings’ Collateral to the extent required by the Pledge Agreement and (iv) such customary legal opinions, documents and certificates relating to Holdings and the Credit Documents as the Collateral Agent shall reasonably request in connection therewith shall have been delivered to the Collateral Agent. Upon compliance with the requirements of the foregoing sentence, Holdings shall have no material assets other than the Capital Stock of the Borrower or material liabilities other than the Obligations and the guarantee of the Senior Notes (it being understood the restriction in this sentence shall not restrict the activities of Holdings following such compliance).
Holdings Guarantee. Holdings absolutely, irrevocably and unconditionally guarantees the Company's obligations hereunder on the terms set forth in Schedule VIII (the "Guarantee"), the provisions of which are incorporated herein by reference as if fully set forth herein.
