The Guaranties Clause Samples

The Guaranties. To induce the Lenders and L/C Issuer to provide the credits described herein and in consideration of benefits expected to accrue to the Borrower by reason of the Commitments and for other good and valuable consideration, receipt of which is hereby acknowledged, the Parent and each Subsidiary party hereto (including any Subsidiary executing an Additional Guarantor Supplement in the form attached hereto as Exhibit F or such other form acceptable to the Administrative Agent) hereby unconditionally and irrevocably guaranties jointly and severally to the Administrative Agent, the Lenders, and the L/C Issuer and their Affiliates, the due and punctual payment of all present and future Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability, including, but not limited to, the due and punctual payment of principal of and interest on the Loans, the Reimbursement Obligations, and the due and punctual payment of all other Obligations now or hereafter owed by the Borrower under the Loan Documents and the due and punctual payment of all Hedging Liability and Funds Transfer and Deposit Account Liability, in each case as and when the same shall become due and payable, whether at stated maturity, by acceleration, or otherwise, according to the terms hereof and thereof (including all interest, costs, fees, and charges after the entry of an order for relief against the Borrower or such other obligor in a case under the United States Bankruptcy Code or any similar proceeding, whether or not such interest, costs, fees and charges would be an allowed claim against the Borrower or any such obligor in any such proceeding). In case of failure by the Borrower or other obligor punctually to pay any Obligations, Hedging Liability, or Funds Transfer and Deposit Account Liability guaranteed hereby, each Guarantor hereby unconditionally agrees to make such payment or to cause such payment to be made punctually as and when the same shall become due and payable, whether at stated maturity, by acceleration, or otherwise, and as if such payment were made by the Borrower or such obligor.

The Guaranties. Subject to the provisions of this Article, each Guarantor that executes this Indenture or a supplemental indenture in the form attached hereto as Exhibit B hereby irrevocably and unconditionally guarantees, jointly and severally, on an unsecured basis, the full and punctual payment (whether at Stated Maturity, upon redemption, purchase pursuant to an Offer to Purchase or acceleration, or otherwise) of the principal of, premium, if any, and interest on, and all other amounts payable under, each Note, and the full and punctual payment of all other amounts payable by the Company under this Indenture. Upon failure by the Company to pay punctually any such amount, each Guarantor shall forthwith on demand pay the amount not so paid at the place and in the manner specified in this Indenture.

The Guaranties. Section 10.02.

The Guaranties. Each party's entry into this Agreement is expressly conditioned upon the contemporaneous execution and delivery to PanAmSat of the several guaranties of Globo, News and TINTA (the "Current Guarantors") in the form set out in Appendix L. If said Guaranties are not executed and delivered to PanAmSat on the date of this Agreement, this Agreement shall be null and void. PanAmSat agrees that, if the [******************************************] Buyer is[***] PanAmSat shall, subject to PanAmSat's prior written consent, not to be unreasonably withheld, conditioned or delayed, allow the [******************************************] to reflect their interests by substituting for the [***********************] the guarantees of [*****************] (so that [******************************************** *******************] obligations of Buyer under this Agreement), provided that the [***********] are of [*******************************] (as of the date hereof) and provide PanAmSat with their guaranties in the form set out in Appendix L. PanAmSat acknowledges and agrees that the guarantors under this Section 17.1 are third party beneficiaries of the provisions of this Section 17.1 regarding adjustments to guaranteed amounts and are entitled to enforce said provisions directly against PanAmSat. [***] Filed separately with the Commission pursuant to a request for confidential treatment.

The Guaranties. Subject to the provisions of this Article X, each Guarantor hereby irrevocably and unconditionally guarantees, jointly and severally, on an unsecured basis, the full and punctual payment (whether at Stated Maturity, upon redemption, purchase pursuant to an Fundamental Change Offer or acceleration, or otherwise) of the principal of, and interest on, and all other amounts payable under, each Note, and the full and punctual payment of all other amounts payable by the Issuer under the Indenture. Upon failure by the Issuer to pay punctually any such amount, each Guarantor shall forthwith on demand pay the amount not so paid at the place and in the manner specified in the Indenture.

The Guaranties. On the terms and subject to the conditions set forth herein, the obligations of the Company under this Agreement and the Notes will be unconditionally and irrevocably guaranteed by Subsidiaries of the Parent (each being a “Guarantor” and collectively, the “Guarantors”, which terms shall include at any time each Original Guarantor and each other Subsidiary of the Parent that hereafter executes and delivers a Guaranty pursuant to Section 9.7 or Section 9.8(b) but shall exclude at such time any Original Guarantor or other Subsidiary or other Person theretofore released -1- from its obligations as a Guarantor pursuant to Section 9.7), pursuant to a Guaranty of such Guarantor (as amended, restated or otherwise modified from time to time) substantially in the form of Schedule 1.2 (individually, a “Guaranty” and collectively, the “Guaranties”, which terms shall include at any time each Guaranty executed and delivered at the Closing pursuant to Section 4.12 or thereafter pursuant to Section 9.7 or Section 9.8).

The Guaranties. Subject to Section 2.03, the Subsidiary Guarantors hereby jointly and severally unconditionally and irrevocably guarantee to each Purchaser and each holder from time to time of any Note, and to each of them, the due and punctual payment of all Guaranteed obligations as and when the same shall become due and payable, whether at maturity, by declaration or otherwise, according to the terms thereof. In case of failure by the Company punctually to pay the obligations guaranteed hereby, the Subsidiary Guarantors, subject to Section 2.03, hereby jointly and severally unconditionally agree to pay such obligations punctually as and when the same shall become due and payable, whether at maturity or by declaration or otherwise, at the place and in the manner specified in the applicable Financing Document, and as if such payment were made by the Company.

The Guaranties. In determining the amount of investments, loans, advances and guarantees permitted under this Section, investments shall always be taken at the original cost thereof (regardless of any subsequent appreciation or depreciation therein); loans and advances shall be taken at the principal amount thereof then remaining unpaid; and guarantees shall be taken at the amount of obligations guaranteed thereby.

The Guaranties the Collateral Agreement Collateral (as hereinafter defined); and