Parent Guaranties. The Obligations will be further secured by the valid and enforceable amended and restated unconditional guaranty of each of VNGI and VNGDI pursuant to a written guaranty executed and delivered by each Guarantor in favor of the Banks and the Agent, each in the form attached hereto and made a part hereof for all purposes as EXHIBIT I-1 and I-2 (referred to herein as the same may be amended, modified, extended, renewed, supplemented, replaced and/or restated from time to time and at any time, collectively as the "Parent Guaranties" and individually as a "Parent Guaranty"). Pursuant to its Parent Guaranty, VNGI shall also unconditionally guaranty payment of all of the obligations of VNGDI arising under, pursuant to or in connection with the Parent Guaranty executed by VNGDI.
Parent Guaranties. (a) Seller Parent unconditionally guarantees to the Purchaser that the Seller will fully and promptly pay and perform all of Seller’s obligations (the “Seller’s Obligations”) to the Purchaser under this Agreement. Seller Parent’s guaranty pursuant to this Section 13.19(a) is an absolute and unconditional guaranty of payment and performance. Seller Parent’s guaranty pursuant to this Section 13.19(a) is an irrevocable guaranty of payment and performance when due and not merely of collectibility after judgment or other action against the Seller and shall continue in effect notwithstanding any extension or modification of the terms of this Agreement. Seller Parent hereby agrees to pay on demand all sums due and to become due to the Purchaser from, and to perform all obligations to be performed by, the Seller under this Agreement; provided that the Purchaser first demand in writing payment from or performance by the Seller and only if the Seller does not pay or perform within thirty (30) days following receipt of such demand, the Purchaser may demand in writing payment or performance from the Seller Parent. The obligations of Seller Parent under this Section 13.19(a) are independent of and separate from the Seller’s Obligations. Upon the occurrence and during the continuance of any default by the Seller for the payment or performance of Seller’s Obligations for thirty (30) days after the Purchaser’s written demand for the same, the Purchaser may xxx Seller Parent separately from the Seller for the payment or performance of Seller’s Obligations, whether or not the Purchaser sues the Seller in such lawsuit or in a separate lawsuit. To the extent the Purchaser proceeds with any course of action under this Section 13.19(a) or against the Seller, that choice shall not preclude the Purchaser from taking any other course of action. Seller Parent hereby assumes all responsibility for keeping informed of (i) the Seller’s financial condition and assets, (ii) other circumstances bearing upon the risk of nonpayment or nonperformance of Seller’s Obligations to the Purchaser and (iii) the nature, scope and extent of the risks which the Seller Parent assumes and incurs under this Section 13.19(a). Seller Parent hereby agrees that the Purchaser shall have no duty to advise Seller Parent of information known to the Purchaser regarding such circumstances or risks. Seller Parent hereby waives notice of the Purchaser’s acceptance of Seller Parent’s guaranty and of presentment, dem...
Parent Guaranties. The Obligations are and shall remain further secured by the valid and enforceable unconditional guaranties of each of VNGI and VNGDI made pursuant to the Parent Guaranties. Pursuant to its Parent Guaranty, VNGI shall also unconditionally guaranty payment of all of the obligations of VNGDI arising under, pursuant to or in connection with the Parent Guaranty executed by VNGDI.
Parent Guaranties. (a) Leucadia shall perform, or cause to performed, when due all the covenants and agreements to be performed under this Agreement by the Seller.
(b) Level 3 shall perform, or cause to performed, when due all the covenants and agreements to be performed under this Agreement by the Buyer.
Parent Guaranties. (a) Veraz hereby irrevocably agrees to unconditionally guaranty all the obligations of Veraz U.S. under this Agreement.
(b) ECI Telecom hereby irrevocably agrees to unconditionally guaranty all the obligations of NGTS U.S. under this Agreement.
Parent Guaranties. Each of the Parties will use its reasonable efforts to obtain the termination and release of any existing guaranties of SM&P's obligations by the Seller or any of its subsidiaries, including in the case of the Buyer agreeing to replace such guaranties with a guarantee from Buyer or an Affiliate of the Buyer or other reasonable credit support.
Parent Guaranties. Purchaser shall have entered into the Purchaser's Security Agreement and each of the Guaranty Agreements substantially in the form attached as Exhibits "G", "H" and "I" hereto (collectively, the "Guaranties") and the same shall be in full force and effect.
Parent Guaranties. Buyer shall use commercially reasonable efforts to cooperate with Parent and Seller to obtain releases from the Parent Guaranties.
Parent Guaranties. 45 Section 5.2 Borrowing Affiliate Guaranties . . . . . . . . . . . . . . . . . . . . . . . . . 46 SECTION 6 SECURITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46 Section 6.1 Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
Parent Guaranties. (a) The due payment and performance of the Obligations shall be guaranteed to the Lender Parties by the Third Party Guarantors, in proportion to their Ownership Percentages of the Borrowing Affiliates and with respect to the Attributable Borrowings thereof, as reflected on Schedule 5.1 hereto, by the execution and delivery to the Collateral Agent by the Third Party Guarantors of guaranties in the form of Exhibit D-1 hereto (together with all other guaranties heretofore or hereafter executed by a Third Party Guarantor in favor of the Collateral Agent, hereinafter referred to individually as a "Third Party Guaranty"; and collectively, the "Third Party Guaranties"). To the extent additional Third Party Guaranties are executed as a result of the issuance of options, securities, shares or other equity interests pursuant to Section 9.7, the proportionate guaranty obligations of the Third Party Guarantors with respect to the relevant Borrowing Affiliate immediately prior to such issuance shall be reduced on percentage and absolute amount bases so that after giving effect thereto, each such Third Party Guarantor's (including the new Third Party Guarantor) maximum guaranty liability shall equal the Attributable Borrowing Sublimit (or, if less, the Attributable Borrowings of such Borrowing Affiliate outstanding from time to time) times its Ownership Percentage of such Borrowing Affiliate -45- 53 relative to the other Third Party Guarantors for such Borrowing Affiliate. For example, assuming arguendo that Nextel Peru initially had four related Third Party Guarantors each of which owned 25 shares of the equity of Nextel Peru (out of a total of 100 shares issued and outstanding) and there was a subsequent issuance to a new, fifth Third Party Guarantee of 50 new shares of Nextel Peru equity, each of the original Third Party Guarantors' guaranty exposure would reduce to 25/150ths (from 25/100ths) of Nextel Peru's Attributable Borrowing Sublimit and the new, fifth Third Party Guarantor's guaranty exposure would equal 50/150ths of Nextel Peru's Attributable Borrowing Sublimit.
(b) The due payment and performance of the Obligations shall be guaranteed to the Lender Parties by the Affiliated Parent Guarantors, by the execution and delivery to the Collateral Agent, simultaneously with the execution and delivery of this Agreement, by the Affiliated Parent Guarantors of guaranties in the form of Exhibit D-2 hereto (together with all other guaranties heretofore or hereafter exec...
