Common use of The Holdings Guarantee Clause in Contracts

The Holdings Guarantee. In order to induce the Agents and the Lenders to enter into this Agreement and to extend credit hereunder, to induce Lenders or any of their respective Affiliates to enter into the Hedge Agreements, and in recognition of the direct benefits to be received by Holdings from the proceeds of the Loans, the issuance of the Letters of Credit, and the entering into of Hedge Agreements, Holdings hereby agrees with the Secured Parties as follows: Holdings hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Obligations of the Credit Parties to the Secured Parties. If any or all of the Obligations of the Credit Parties to the Secured Parties becomes due and payable hereunder, Holdings irrevocably and unconditionally promises to pay such indebtedness to the Secured Parties, or order, on demand, together with any and all expenses which may be incurred by the Secured Parties in collecting any of the Obligations. This Holdings Guarantee is a guaranty of payment and not of collection. If claim is ever made upon any Secured Party for repayment or recovery of any amount or amounts received in payment or on account of any of the Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected in good faith by such payee with any such claimant (including any Credit Party), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon it, notwithstanding any revocation of this Holdings Guarantee or other instrument evidencing any liability of the Credit Parties, and Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee. For the avoidance of doubt, Holdings expressly accepts and confirms for the purposes of articles 1278 to 1281 of the Luxembourg civil code that, notwithstanding any assignment, transfer and/or novation made pursuant to this Agreement, the guarantee given by it guarantees all Obligations (including without limitation, all obligations with respect to all rights and/or obligations so assigned, transferred or novated) and that any security interest created under any Security Document to which it is a party shall be preserved for the benefit of any new Secured Party.

The Holdings Guarantee. In order to induce the Agents and the Lenders to enter into this Agreement and to extend credit hereunder, to induce Lenders or any of their respective Affiliates to enter into the Hedge Agreements, and in recognition of the direct benefits to be received by Holdings from the proceeds of the Loans, the issuance of the Letters of Credit, and the entering into of Hedge Agreements, Holdings hereby agrees with the Secured Parties Lenders as follows: Holdings hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Obligations of the Credit Parties Borrower to the Secured PartiesLenders. If any or all of the Obligations of the Credit Parties Borrower to the Secured Parties Lenders becomes due and payable hereunder, Holdings irrevocably and unconditionally promises to pay such indebtedness to the Secured PartiesLenders, or order, on demand, together with any and all expenses which may be incurred by the Secured Parties Lenders in collecting any of the Obligations. This Holdings Guarantee is a guaranty of payment and not of collection. If claim is ever made upon any Secured Party Lender for repayment or recovery of any amount or amounts received in payment or on account of any of the Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected in good faith by such payee with any such claimant (including any Credit Partythe Borrower), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon it, notwithstanding any revocation of this Holdings Guarantee or other instrument evidencing any liability of the Credit PartiesBorrower, and Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee. For the avoidance of doubt, Holdings expressly accepts and confirms for the purposes of articles 1278 to 1281 of the Luxembourg civil code that, notwithstanding any assignment, transfer and/or novation made pursuant to this Agreement, the guarantee given by it guarantees all Obligations (including without limitation, all obligations with respect to all rights and/or obligations so assigned, transferred or novated) and that any security interest created under any Security Document to which it is a party shall be preserved for the benefit of any new Secured Party.

The Holdings Guarantee. In order to induce the Agents and the Lenders to enter into this Agreement and to extend credit hereunder, to induce Lenders or any of their respective Affiliates to enter into the Hedge Agreements, and in recognition of the direct benefits to be received by Holdings from the proceeds of the Loans, the issuance of the Letters of Credit, and the entering into of Hedge Agreements, Holdings hereby agrees with the Secured Parties as follows: Holdings hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Obligations of the Credit Parties Borrower to the Secured Parties. If any or all of the Obligations of the Credit Parties Borrower to the Secured Parties becomes due and payable hereunder, Holdings irrevocably and unconditionally promises to pay such indebtedness to the Secured Parties, or order, on demand, together with any and all expenses which may be incurred by the Secured Parties in collecting any of the Obligations. This Holdings Guarantee is a guaranty of payment and not of collection. If claim is ever made upon any Secured Party for repayment or recovery of any amount or amounts received in payment or on account of any of the Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected in good faith by such payee with any such claimant (including any Credit Partythe Borrower), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon it, notwithstanding any revocation of this Holdings Guarantee or other instrument evidencing any liability of the Credit PartiesBorrower, and Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee. For the avoidance of doubt, Holdings expressly accepts and confirms for the purposes of articles 1278 to 1281 of the Luxembourg civil code that, notwithstanding any assignment, transfer and/or novation made pursuant to this Agreement, the guarantee given by it guarantees all Obligations (including without limitation, all obligations with respect to all rights and/or obligations so assigned, transferred or novated) and that any security interest created under any Security Document to which it is a party shall be preserved for the benefit of any new Secured Party.

The Holdings Guarantee. In order to induce the Agents and the Lenders to enter into this Agreement and to extend credit hereunder, to induce Lenders or any of their respective Affiliates to enter into the Hedge Agreements, and in recognition of the direct benefits to be received by Holdings from the proceeds of the Loans, the issuance of the Letters of Credit, and the entering into of Hedge Agreements, (a) Holdings hereby agrees with the Secured Parties as follows: Holdings hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Obligations of the Credit Parties to the Secured Parties. If any or all of the Obligations of the Credit Parties to the Secured Parties becomes due and payable hereunder, Holdings irrevocably and unconditionally promises guarantees to pay such indebtedness each Holder of the Securities and to the Secured PartiesTrustee for itself and on behalf of each such Holder, or order, on demand, together with any the due and all expenses which may be incurred by the Secured Parties in collecting any of the Obligations. This Holdings Guarantee is a guaranty of punctual payment and not of collection. If claim is ever made upon any Secured Party for repayment or recovery of any amount or amounts received in payment or on account of any of the Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgmentthe principal of (and premium, decree if any) , and interest, if any, on the Securities when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption at the option of the Issuer or order the Holders, or otherwise, in accordance with the terms of any court or administrative body having jurisdiction over such payee or any Securities and of its property or this Indenture and (ii) any settlement or compromise of any such claim effected in good faith by such payee with any such claimant (including any Credit Party), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon it, notwithstanding any revocation of this Holdings Guarantee or all other instrument evidencing any liability obligations of the Credit PartiesIssuer hereunder, and Holdings shall be and remain liable to the aforesaid payees hereunder including without limitation Section 6.07 (other than, for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee. For the avoidance of doubt, its obligations relating to the exchange of Preference Shares for Ordinary Shares or ADSs) . In case of the failure of the Issuer punctually to make any such payment of principal of (or premium, if any) or interest on the Securities, Holdings expressly accepts hereby agrees to cause any such payment to be made punctually when and confirms as the same shall become due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption at the option of the Issuer or the Holders, or otherwise, and as if such payment were made by the Issuer. (b) Holdings hereby irrevocably and unconditionally agrees, for the benefit of each Holder of the Securities and of the Trustee on behalf of each such Holder: (i) that in the event of failure of the Issuer to perform any of its obligations or to enforce when due any of the rights of the Issuer in respect of the exercise of any conversion and exchange rights, the issue of any Preference Shares on any such exercise and the exchange of Preference Shares for Ordinary Shares or ADSs pursuant to the exercise of conversion and exchange rights, in each case in accordance with the Articles of Association of the Issuer and as referred to in the terms of the Securities and the Indenture, Holdings will procure the performance by the Issuer of all such obligations and the enforcement by the Issuer of all such rights; (ii) not to alter its obligation pursuant to a tripartite contract between the Issuer, Group and Holdings to issue Ordinary Shares or ADSs to holders of Preference Shares in order that the Issuer shall comply with its exchange obligations in respect of the Preference Shares in accordance with the Articles; and (iii) that, while any Security remains Outstanding, it will not consent to, and will procure that the Issuer will not make, any amendment to Article 9 of the Articles of Association which would vary, abrogate or modify the rights attaching to the Preference Shares save with (a) the consent of the Trustee or (b) (1) the written consent of the Holders of not less than a majority in principal amount of the Outstanding Securities by the Act of said Holders delivered to the Issuer, Group, Holdings and the Trustee; or (2) by the adoption of a resolution, at a meeting of Holders of the Outstanding Securities at which a quorum is present, by the Holders of a majority in principal amount of the Outstanding Securities represented at such meeting, provided, however, that the consent or affirmative vote of the Holder of each Outstanding Security adversely affected shall be required before any amendment is made to Article 9 of the Articles of Association which is adverse to the Holders of the Securities, and provided further that no consent of the Trustee nor consent or affirmative vote of any Holder of Securities shall be required in relation to any amendment which (i) does not adversely affect the interested Holder of Securities or (ii) is to cure any ambiguity, omission or defect or to correct or supplement any provision of Article 9 of the Articles of Association which may be inconsistent with any other provision of the Articles of Association or which is otherwise defective, or to make any other provisions with respect to matters arising under the Articles of Association as the Issuer, Group, Holdings and the Trustee may deem necessary or desirable, in each case which does not adversely affect the interests of the Holders of the Securities. (c) Holdings hereby agrees that its obligations hereunder shall be as if it were principal debtor and not merely surety, and shall be absolute and unconditional, irrespective of the validity, regularity or enforceability of any Security or this Indenture, the absence of any action to enforce the same, any waiver or consent by the Holder of such Security or by the Trustee or the Paying Agent with respect to any provisions thereof or of this Indenture, the recovery of any judgment against the Issuer or any action to enforce the same or any other circumstances 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 Issuer, any right to require a proceeding first against the Issuer, protest or notice with respect to such Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged except by complete performance of all of the obligations of Holdings contained in this Indenture and the Securities and in the Holdings Guarantee. If the Trustee or the Holder of any Security is required by any court or otherwise to return (and does so return) to the Issuer, Group or Holdings, or any custodian, receiver, liquidator, trustee, sequestrator or other similar official acting in relation to the Issuer, Group or Holdings, any amount paid to the Trustee or such Holder in respect of a Security, this Holdings Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Holdings further agrees, to the fullest extent that it lawfully may do so, that, as between Holdings, on the one hand, and the Holders and the Trustee, on the other hand, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article 5 hereof for the purposes of articles 1278 to 1281 of the Luxembourg civil code thatthis Holdings Guarantee, notwithstanding any assignmentstay, transfer and/or novation made pursuant to this Agreementinjunction or other prohibition extant under any applicable Bankruptcy Law preventing such acceleration in respect of the obligations guaranteed hereby. (d) The Holdings Guarantee constitutes a direct, the guarantee given by it guarantees unconditional and unsecured obligation of Holdings and will rank at least equally with all Obligations other unsecured and unsubordinated obligations of Holdings (including without limitationunsecured and unsubordinated guarantees by Holdings of indebtedness of others), all obligations with respect subject in the event of insolvency, to laws of general applicability relating to or affecting creditors’ rights. (e) Holdings shall be subrogated to all rights and/or obligations so assigned, transferred or novated) and that any security interest created under any Security Document to which it is a party shall be preserved for of the benefit Holders of the Securities against the Issuer in respect of any new Secured Partyamounts paid to such Holders by Holdings pursuant to the provisions of the Holdings Guarantee; provided, however, that Holdings shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of and interest, if any, on all Securities issued hereunder shall have been paid in full.