Common use of The Guarantors Clause in Contracts

The Guarantors. Subject to Section 11.03, each Guarantor will not, in any transaction or series of related transactions merge or consolidate with or into (whether or not such Guarantor survives), or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to, any Person, unless either: (i) either: (A) if the transaction or series of transactions is a consolidation of such Guarantor with or a merger of such Guarantor with or into any other Person, such Guarantor shall be the surviving Person of such consolidation or merger; or (B) the Person formed by any consolidation or merger with or into such Guarantor, or to which all or substantially all of the properties and assets of such Guarantor and its Subsidiaries, taken as a whole, as the case may be, are sold, assigned, conveyed, transferred, leased or otherwise disposed of, shall be a corporation, partnership, limited liability company or trust organized and existing under the laws of the United States, any state thereof or the District of Columbia and shall expressly assume by (i) a supplemental indenture executed and delivered to the Trustee and the Collateral Agent, in form satisfactory to the Trustee and the Collateral Agent, all of the obligations of such Guarantor under its Note Guarantee and this Indenture and, in each case, this Indenture, as so supplemented, shall remain in full force and effect and (ii) by amendment, supplement or other instrument (in form reasonably satisfactory to the Trustee and the Collateral Agent), executed and delivered to the Trustee and the Collateral Agent, all obligations of such Guarantor under the Collateral Documents, and in connection therewith shall cause such instruments to be filed and recorded in such jurisdictions and take such other actions as may be required by applicable law to perfect or continue the perfection of the Lien created under the Collateral Documents on the Collateral owned by or transferred to the surviving entity; or (ii) the transaction is made in compliance with (or is not prohibited by) Section 5.10. The foregoing requirements shall not apply to any transaction or series of transactions involving the sale, assignment, conveyance, transfer, lease or other disposition of any properties or assets by any Restricted Subsidiary to any Guarantor or the Issuer, or the consolidation or merger of any Restricted Subsidiary with or into any other Guarantor or the Issuer. In connection with any consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposition contemplated by Section 6.01(b)(i), such Guarantor shall deliver, or cause to be delivered, to the Trustee and the Collateral Agent an Officers’ Certificate and an Opinion of Counsel stating that such consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposition and the supplemental indenture in respect thereof comply with the requirements of this Indenture and an Opinion of Counsel to like effect.

The Guarantors. (a) Subject to Section 11.0310.10(c), each Guarantor will nothereby unconditionally and irrevocably guarantees severally, in any transaction or series but not jointly, to the Company the performance of related transactions merge or consolidate with or into (whether or not such Guarantor survives), or sell, assign, convey, transfer, lease or otherwise dispose each of all or substantially all the obligations and the undertakings of its properties MergerCo under this Agreement when and assets to, any Person, unless either: (i) either: (A) if to the transaction or series of transactions is a consolidation of such Guarantor with or a merger of such Guarantor with or into any other Person, such Guarantor shall extent the same are required to be the surviving Person of such consolidation or merger; or (B) the Person formed by any consolidation or merger with or into such Guarantor, or performed and subject to which all or substantially all of the properties terms and assets conditions hereof. If MergerCo shall fail to perform any obligation or undertaking of MergerCo under this Agreement when and to the extent the same is required to be performed, the Guarantors will upon written demand from the Company forthwith perform or cause to be performed such Guarantor and its Subsidiaries, taken as a wholeobligation or undertaking, as the case may be. (b) Subject to Sections 10.10(a) and (c), are sold, assigned, conveyed, transferred, leased or otherwise disposed of, shall be a corporation, partnership, limited liability company or trust organized and existing under the laws of the United States, any state thereof or the District of Columbia and shall expressly assume by (i) a supplemental indenture executed and delivered to the Trustee and the Collateral Agent, in form satisfactory to the Trustee and the Collateral Agent, all of the obligations of such the Guarantors under this guaranty are absolute and unconditional, are not subject to any counterclaim, set off, deduction, abatement or defense based upon any claim any Guarantor may have against the Company (except for any of the foregoing that MergerCo may have against the Company under its Note Guarantee the terms of this Agreement or otherwise), and this Indenture and, in each case, this Indenture, as so supplemented, shall remain in full force and effect and without regard to (i) any insolvency, bankruptcy, dissolution, liquidation, reorganization or the like of MergerCo at or prior 42 48 to the Closing or (ii) any transfer of shares of capital stock of MergerCo, or any assignment by amendment, supplement MergerCo of its rights and obligations under this Agreement to a wholly-owned subsidiary of MergerCo or other instrument any Guarantor. (in form reasonably satisfactory c) Notwithstanding any provision of this Agreement to the Trustee and contrary, any liability arising under this contract or this guaranty shall be limited to $10.0 million in the Collateral Agent)aggregate in the case of the Guarantors, executed and delivered provided, however, that any liability arising as a result of a breach of Section 7.15(b) hereof shall be limited to the Trustee and the Collateral Agent, all obligations of such Guarantor under the Collateral Documents$32,800,000, and in connection therewith provided, further, that (i) TA/Advent VIII, L.P. shall cause such instruments to be filed and recorded in such jurisdictions and take such other actions as may be required not have liability for more than 60% of any liability arising from a breach by applicable law to perfect or continue the perfection of the Lien created MergerCo under the Collateral Documents on the Collateral owned by or transferred to the surviving entity; or this Agreement, (ii) the transaction is made in compliance with (or is not prohibited by) Section 5.10. The foregoing requirements TA/Atlantic and Pacific IV, L.P. shall not apply to any transaction or series of transactions involving the sale, assignment, conveyance, transfer, lease or other disposition have liability for more than 38% of any properties or assets liability arising from a breach by any Restricted Subsidiary to any Guarantor or the IssuerMergerCo under this Agreement, or the consolidation or merger (iii) TA Executives Fund LLC shall not have liability for more than 1% of any Restricted Subsidiary with or into liability arising from a breach by MergerCo under this Agreement, and (iv) TA Investors LLC shall not have liability for more than 1% of any other Guarantor or the Issuer. In connection with any consolidationliability arising from a breach by MergerCo under this Agreement; and provided, merger, sale, assignment, conveyance, transfer, lease or other disposition contemplated by Section 6.01(b)(i), such further that no Guarantor shall deliverhave any liability whatsoever under this guaranty after the Closing, whether based upon events occurring prior to or cause to be delivered, to after the Trustee and the Collateral Agent an Officers’ Certificate and an Opinion of Counsel stating that such consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposition and the supplemental indenture in respect thereof comply with the requirements of this Indenture and an Opinion of Counsel to like effectClosing.

The Guarantors. Subject to Section 11.03, each Restricted Subsidiary of the Company that is a Guarantor will not, in any transaction or series of related transactions merge or consolidate or amalgamate with or into (whether or not such Guarantor survives), or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to, any Person, unless either: (i) either: (A) if the transaction or series of transactions is a consolidation of such Guarantor with or a merger of such Guarantor with or into any other Person, such Guarantor shall be the surviving Person of such consolidation or merger; or (B) the Person formed by any consolidation or merger with or into such Guarantor, or to which all or substantially all of the properties and assets of such Guarantor and its Subsidiaries, taken as a whole, as the case may be, are sold, assigned, conveyed, transferred, leased or otherwise disposed of, of shall be a corporation, partnership, limited liability company or trust organized and existing under the laws of the United States, any state thereof or the District of Columbia Columbia, and shall expressly assume by (i) a supplemental indenture executed and delivered to the Trustee and the Collateral Agent, in form satisfactory to the Trustee and the Collateral AgentTrustee, all of the obligations of such Guarantor under its Note Notes Guarantee and this Indenture andIndenture, in each case, and this Indenture, as so supplemented, shall remain in full force and effect and (ii) by an amendment, supplement or other instrument (in form reasonably satisfactory to the Trustee and the Collateral Agent)instrument, executed and delivered to the Trustee and the Collateral AgentTrustee, all obligations of such Guarantor under the Collateral Documents, and in connection therewith shall will cause such instruments to be filed and recorded in such jurisdictions and take such other actions as may be required by applicable law to perfect or continue the perfection of the Lien created under the Collateral Documents on the Collateral owned by or transferred to the surviving entity; or (ii) the transaction is made in compliance with (or is not prohibited by) Section 5.10. The foregoing requirements shall not apply to any transaction or series of transactions involving the sale, assignment, conveyance, transfer, lease or other disposition of any properties or assets by any Restricted Subsidiary of the Company to the Company or any Guarantor or the IssuerGuarantor, or the consolidation or merger of any Restricted Subsidiary of the Company with or into the Company or any Guarantor, or, for the avoidance of doubt, the consolidation or merger of any Subsidiary of the Company that is not a Guarantor with or into any other Guarantor or Subsidiary of the IssuerCompany that is not a Guarantor. In connection with any consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposition contemplated by Section 6.01(b)(i), such Guarantor shall deliver, or cause to be delivered, to the Trustee and the Collateral Agent an Officers’ Officer’s Certificate and an Opinion of Counsel stating that such consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposition and the supplemental indenture in respect thereof comply with the requirements of this Indenture and an Opinion of Counsel to like effectCounsel.

The Guarantors. Subject to Section 11.03, each Guarantor will (other than the Parent) shall not, in any transaction or series of related transactions merge or transactions, consolidate with or merge into (whether or not such Guarantor survives), or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties property and assets to, any Person, unless either: (i) either: (A) if the transaction or series of transactions is a consolidation of such Guarantor with or a merger of such Guarantor with or into any other Person, such Guarantor shall be the surviving Person of such consolidation or merger; or (B) the Person formed by any consolidation or merger with or into such Guarantor (if other than the Guarantor), or to which all or substantially all of the properties and assets of such Guarantor and its Subsidiaries, taken as a whole, as the case may be, are sold, assigned, conveyed, transferred, leased or otherwise disposed of, of shall be a corporation, partnership, limited liability company or trust Person organized and existing under the laws of the United StatesStates of America, any state thereof or the District of Columbia and shall expressly assume by (i) a supplemental indenture executed and delivered to the Trustee and the Collateral AgentTrustee, in form reasonably satisfactory to the Trustee and the Collateral AgentTrustee, all of the obligations of such Guarantor under its Note Guarantee and this Indenture and, in each case, this Indenture, as so supplemented, shall remain in full force and effect and (ii) by amendment, supplement or other instrument (in form and substance reasonably satisfactory to the Trustee and the Collateral Agent), executed and delivered to the Trustee and the Collateral AgentTrustee, all obligations of such Guarantor under the Collateral Documents, and in connection therewith shall cause such instruments to be filed and recorded in such jurisdictions and take such other actions as may be required by applicable law to perfect or continue the perfection of the Lien created under the Collateral Documents on the Collateral owned by or transferred to the surviving entity; or (ii) the transaction is made in compliance with (or is not prohibited by) Section 5.10. The foregoing requirements shall not apply to any Specified Restructuring or any transaction or series of transactions involving the sale, assignment, conveyance, transfer, lease or other disposition of any properties or assets by any Restricted Subsidiary of the Parent’s Subsidiaries to the Company or any Guarantor or the IssuerGuarantor, or the consolidation consolidation, amalgamation or merger of any Restricted Subsidiary of the Parent with or into the Company or any other Guarantor or the IssuerGuarantor. In connection with any consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposition contemplated by Section 6.01(b)(i), such Guarantor shall deliver, or cause to be delivered, to the Trustee and the Collateral Agent an Officers’ Certificate and an Opinion of Counsel stating that such consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposition and the supplemental indenture in respect thereof comply with the requirements of this Indenture and an Opinion of Counsel to like the same effect.

The Guarantors. Subject to Section 11.03, each Subsidiary of the Company that is a Guarantor will not, in any transaction or series of related transactions merge or consolidate or amalgamate with or into (whether or not such Guarantor survives), or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to, any Person, unless either: (i) either: (A) if the transaction or series of transactions is a consolidation of such Guarantor with or a merger of such Guarantor with or into any other Person, such Guarantor shall be the surviving Person of such consolidation or merger; or (B) the Person formed by any consolidation or merger with or into such Guarantor, or to which all or substantially all of the properties and assets of such Guarantor and its Subsidiaries, taken as a whole, as the case may be, are sold, assigned, conveyed, transferred, leased or otherwise disposed of, of shall be a corporation, partnership, limited liability company or trust organized and existing under the laws of the United States, any state thereof or the District of Columbia Columbia, and shall expressly assume by (i) a supplemental indenture executed and delivered to the Trustee and the Collateral Agent, in form satisfactory to the Trustee and the Collateral AgentTrustee, all of the obligations of such Guarantor under its Note Notes Guarantee and this Indenture andIndenture, in each case, and this Indenture, as so supplemented, shall remain in full force and effect and (ii) by an amendment, supplement or other instrument (in form reasonably satisfactory to the Trustee and the Collateral Agent)instrument, executed and delivered to the Trustee and the Collateral AgentTrustee, all obligations of such Guarantor under the Collateral Documents, and in connection therewith shall will cause such instruments to be filed and recorded in such jurisdictions and take such other actions as may be required by applicable law to perfect or continue the perfection of the Lien created under the Collateral Documents on the Collateral owned by or transferred to the surviving entity; or (ii) the transaction is made in compliance with (or is not prohibited by) Section 5.10. The foregoing requirements shall not apply to any transaction or series of transactions involving the sale, assignment, conveyance, transfer, lease or other disposition of any properties or assets by any Restricted Subsidiary of the Company to the Company or any Guarantor or the IssuerGuarantor, or the consolidation or merger of any Restricted Subsidiary of the Company with or into the Company or any Guarantor, or, for the avoidance of doubt, the consolidation or merger of any Subsidiary of the Company that is not a Guarantor with or into any other Guarantor or Subsidiary of the IssuerCompany that is not a Guarantor. In connection with any consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposition contemplated by Section 6.01(b)(i), such Guarantor shall deliver, or cause to be delivered, to the Trustee and the Collateral Agent an Officers’ Officer’s Certificate and an Opinion of Counsel stating that such consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposition and the supplemental indenture in respect thereof comply with the requirements of this Indenture and an Opinion of Counsel to like effectCounsel.