Common use of Third party guarantees Clause in Contracts

Third party guarantees. (a) In this Subclause, a "guarantee" includes a guarantee, an indemnity, counter-indemnity or other assurance against loss, but excludes for the avoidance of doubt, any warranty or indemnity commonly included in a share sale and purchase agreement or asset disposal agreement entered into on normal commercial terms (other than one related to Financial Indebtedness). (b) Except as provided below, no member of the Group may incur or allow to be outstanding any guarantee in respect of any person. (c) Paragraph (b) does not apply to: (i) any guarantee arising under the Senior Finance Documents; (ii) any guarantee arising under the Hive-Down Agreements; (iii) any guarantee comprising a netting or set-off arrangement entered into by a member of the Group in favor of an Approved Bank in the ordinary course of its banking arrangements for the purposes of netting debit and credit balances; (iv) the endorsement of negotiable instruments in the ordinary course of trade; (v) performance bonds guaranteeing performance by a member of the Group under any contract entered into in the ordinary course of business; (vi) any indemnity given to a director of a member of the Group; (vii) guarantees in respect of any Financial Indebtedness of any member of the Group which is allowed under the Bridge Finance Documents; or (viii) guarantees where the aggregate amount so guaranteed by all members of the Group at any time does not exceed (pound)5,000,000 or its equivalent. (d) The Company shall procure that within one month of the Effective Date there is delivered to the Facility Agent in form and substance satisfactory to it a schedule of all guarantees of the type referred to in paragraph (c) above outstanding at the Effective Date which evidences that the amount -------------------------------------------------------------------------------- referred to in paragraph (c)(viii) above was not exceeded at the Effective Date and to the extent that this amount was exceeded the Parties agree to discuss in good faith with a view to determining whether an increase in the amount referred to in paragraph (c) (viii) above acceptable to the Finance Parties might be agreed.

Third party guarantees. (a) In this Subclause, a "guarantee" includes a guarantee, an indemnity, counter-indemnity or other assurance against lossloss but excludes, but excludes for the avoidance of doubt, any warranty or indemnity commonly included in a share sale and purchase agreement or asset disposal agreement entered entering into on normal commercial terms (other than one related to Financial Indebtedness). (b) Except as provided below, no member of the Group may incur or allow to be outstanding any guarantee in respect of any person. (c) Paragraph (b) does not apply to: (i) any guarantee arising under the Senior Finance Documents; (ii) any guarantee arising under the Hive-Down Agreements; (iii) any guarantee comprising a netting or set-off arrangement entered into by a member of the Group in favor favour of an Approved Bank in the ordinary course of its banking arrangements for the purposes of netting debit and credit balances; (iv) the endorsement of negotiable instruments in the ordinary course of trade;; -------------------------------------------------------------------------------- (v) performance bonds guaranteeing performance by a member of the Group under any contract entered into in the ordinary course of business; (vi) any indemnity given to a director of a member of the Group; (vii) guarantees in respect of any Financial Indebtedness of any member of the Group which is allowed under the Bridge Finance Documentsthis Agreement; or (viii) guarantees where the aggregate amount so guaranteed by all members of the Group at any time does not exceed (pound)5,000,000 or its equivalent. (d) The Company shall procure that within one month of the Effective Date Closing there is delivered to the Facility Agent in form and substance satisfactory to it a schedule of all guarantees of the type referred to in paragraph (c) above outstanding at the Effective Date Closing which evidences that the amount -------------------------------------------------------------------------------- referred to in paragraph (c)(viii) above was not exceeded at the Effective Date Closing and to the extent that this amount was exceeded the Parties agree to discuss in good faith with a view to determining whether an increase in the amount referred to in paragraph (c) (viii) above acceptable to the Finance Parties might be agreed.

Third party guarantees. (a) In this Subclause, a "“guarantee" ” includes a guarantee, an indemnity, counter-indemnity or other assurance against lossloss but excludes, but excludes for the avoidance of doubt, any warranty or indemnity commonly included in a share sale and purchase agreement or asset disposal agreement entered entering into on normal commercial terms (other than one related to Financial Indebtedness). (b) Except as provided below, no member of the Group may incur or allow to be outstanding any guarantee in respect of any person. (c) Paragraph (b) does not apply to: (i) any guarantee arising under the Senior Finance Documents; (ii) any guarantee arising under the Hive-Down Agreements; (iii) any guarantee comprising a netting or set-off arrangement entered into by a member of the Group in favor favour of an Approved Bank in the ordinary course of its banking arrangements for the purposes of netting debit and credit balances; (iv) the endorsement of negotiable instruments in the ordinary course of trade; (v) performance bonds guaranteeing performance by a member of the Group under any contract entered into in the ordinary course of business; (vi) any indemnity given to a director of a member of the Group; (vii) guarantees in respect of any Financial Indebtedness of any member of the Group which is allowed under the Bridge Finance Documentsthis Agreement; or (viii) guarantees where the aggregate amount so guaranteed by all members of the Group at any time does not exceed (pound)5,000,000 £5,000,000 or its equivalent. (d) The Company shall procure that within one month of the Effective Date Closing there is delivered to the Facility Agent in form and substance satisfactory to it a schedule of all guarantees of the type referred to in paragraph (c) above outstanding at the Effective Date Closing which evidences that the amount -------------------------------------------------------------------------------- referred to in paragraph (c)(viii) above was not exceeded at the Effective Date Closing and to the extent that this amount was exceeded the Parties agree to discuss in good faith with a view to determining whether an increase in the amount referred to in paragraph (c) (viii) above acceptable to the Finance Parties might be agreed.

Third party guarantees. (a) In this Subclause, a "guaranteeGUARANTEE" includes a guarantee, an indemnity, counter-indemnity or other assurance against lossloss but excludes, but excludes for the avoidance of doubt, any warranty or indemnity commonly included in a share sale and purchase agreement or asset disposal agreement entered entering into on normal commercial terms (other than one related to Financial Indebtedness). (b) Except as provided below, no member of the Group may incur or allow to be outstanding any guarantee in respect of any person. (c) Paragraph (b) does not apply to: (i) any guarantee arising under the Senior Finance Documents; (ii) any guarantee arising under the Hive-Down Agreements; (iii) any guarantee comprising a netting or set-off arrangement entered into by a member of the Group in favor favour of an Approved Bank in the ordinary course of its banking arrangements for the purposes of netting debit and credit balances; (iv) the endorsement of negotiable instruments in the ordinary course of trade; (v) performance bonds guaranteeing performance by a member of the Group under any contract entered into in the ordinary course of business; (vi) any indemnity given to a director of a member of the Group; (vii) guarantees in respect of any Financial Indebtedness of any member of the Group which is allowed under the Bridge Finance Documentsthis Agreement; or (viii) guarantees where the aggregate amount so guaranteed by all members of the Group at any time does not exceed (pound)5,000,000 L5,000,000 or its equivalent. (d) The Company shall procure that within one month of the Effective Date Closing there is delivered to the Facility Agent in form and substance satisfactory to it a schedule of all guarantees of the type referred to in paragraph (c) above outstanding at the Effective Date Closing which evidences that the amount -------------------------------------------------------------------------------- referred to in paragraph (c)(viii) above was not exceeded at the Effective Date Closing and to the extent that this amount was exceeded the Parties agree to discuss in good faith with a view to determining whether an increase in the amount referred to in paragraph (c) (viii) above acceptable to the Finance Parties might be agreed.

Third party guarantees. No Obligor will, and each Obligor will procure that none of its Subsidiaries will, incur or permit to be outstanding, any Financial Indebtedness falling within paragraph (aj) In of the definition of Financial Indebtedness in Clause 1.1 (Definitions), other than any such Financial Indebtedness: (i) arising under the Finance Documents and, until the first Utilisation Date, the Finance Documents (as defined in the Existing Facility Agreement but excluding the Hedging Documents as defined therein); or (ii) arising in the ordinary course of business of the relevant member of the Group; or (iii) arising out of guarantees of Joint Ventures to the extent permitted by Clause 22.10(b) (Mergers, Acquisitions and Joint Ventures); or (iv) arising out of guarantees and indemnities given by an Obligor in respect of Financial Indebtedness of another Obligor where the Financial Indebtedness guaranteed or indemnified is permitted under the terms of this SubclauseAgreement; or (v) Group Guarantees entered into or to be entered into in future in respect of members of the Group whose liabilities and losses are already guaranteed by a Group Guarantee as at the date of this Agreement; or (vi) arising out of the guarantees of the High Yield Notes, provided that: (A) no member of the Group which is not a "guarantee" includes a guaranteeGuarantor may guarantee any High Yield Notes or any other amount outstanding under an Indenture Document; and (B) all guarantees given by the Company and its Subsidiaries (including, an indemnity, counter-indemnity or other assurance against loss, but excludes for the avoidance of doubt, any warranty or indemnity commonly included in a share sale and purchase agreement or asset disposal agreement entered into eircom) for the Junior High Yield Notes must be subordinated on normal commercial the terms (other than one related to Financial Indebtedness). (b) Except as provided below, no member of the Group may incur or allow to be outstanding any guarantee in respect of any person. (c) Paragraph (b) does not apply to: (i) any guarantee arising under the Senior Finance Documents; (ii) any guarantee arising under the Hive-Down Agreements; (iii) any guarantee comprising a netting or set-off arrangement entered into by a member of the Group in favor of an Approved Bank set out in the ordinary course of its banking arrangements for Junior High Yield Indenture, as approved by the purposes of netting debit and credit balances; Facility Agent under Clause 4.1 (iv) the endorsement of negotiable instruments in the ordinary course of trade; (v) performance bonds guaranteeing performance by a member of the Group under any contract entered into in the ordinary course of business; (vi) any indemnity given to a director of a member of the Group;Conditions precedent documents); or (vii) guarantees in respect of any Financial Indebtedness of any member arising out of the Group which is allowed eircom Funding Guarantee (as in force at the date of this Agreement or as amended thereafter in accordance with the other terms of this Agreement and the Intercreditor Agreement) or any New eircom Funding Guarantee permitted under the Bridge Finance Documentsterms of Clause 22.7(a)(xv) (Borrowing and refinancing); or (viii) arising under the documentation entered or to be entered into in relation to the Lease Transactions; or (ix) arising under those guarantees where granted (or, in the case of (a) below, to be granted) by eircom in respect of (a) the rent and other lease liabilities in respect of the real property transferred by eircom in connection with the transfer of the assets of the business owned by eircom Retail Limited pursuant to an asset purchase agreement dated 23rd May, 2003; and (b) the lease liabilities in respect of a US property between Reckson Operating Partnership L.P. and Telecom Italia US Ireland; or (x) which (when taken together with the aggregate amount so guaranteed by all members of the Group at any time Financial Indebtedness permitted under Clause 22.7(a)(xvi) (Borrowing and refinancing) above) in aggregate does not exceed (pound)5,000,000 €60,000,000 or its equivalent. equivalent at any time, and for the avoidance of doubt (dand without limitation) The Company paragraphs (i) to (iv) above shall procure that not permit any Financial Indebtedness falling within one month paragraph (j) of the Effective Date there is delivered definition of Financial Indebtedness in Clause 1.1 (Definitions) in respect of any Shareholder Debt or any Financial Indebtedness in respect of which the creditor has used the proceeds of any Shareholder Debt to the Facility Agent in form and substance satisfactory to it a schedule of all guarantees of the type referred to in paragraph (c) above outstanding at the Effective Date which evidences make that the amount -------------------------------------------------------------------------------- referred to in paragraph (c)(viii) above was not exceeded at the Effective Date and to the extent that this amount was exceeded the Parties agree to discuss in good faith with a view to determining whether an increase in the amount referred to in paragraph (c) (viii) above acceptable to the Finance Parties might be agreedFinancial Indebtedness available.

Third party guarantees. No Obligor will, and each Obligor will procure that none of its Subsidiaries will, incur or permit to be outstanding, any Financial Indebtedness falling within paragraph (aj) In of the definition of Financial Indebtedness in Clause 1.1 (Definitions), other than any such Financial Indebtedness: (i) arising under the Finance Documents; or (ii) arising in the ordinary course of business of the relevant member of the Group; or (iii) arising out of guarantees of Joint Ventures to the extent permitted by Clause 22.11 (Mergers, Acquisitions and Joint Ventures); or (iv) arising out of guarantees and indemnities given by an Obligor in respect of Financial Indebtedness of another Obligor where the Financial Indebtedness guaranteed or indemnified is permitted under the terms of this SubclauseAgreement; or (v) Group Guarantees entered into or to be entered into in future in respect of members of the Group whose liabilities and losses are already guaranteed by a Group Guarantee as at the date of this Agreement; or (vi) arising out of the guarantees of the High Yield Notes, provided that: (A) no member of the Group which is not a "guarantee" includes a guaranteeGuarantor may guarantee any High Yield Notes or any other amount outstanding under an Indenture Document; and (B) all guarantees given by the Company and its Subsidiaries (including, an indemnity, counter-indemnity or other assurance against loss, but excludes for the avoidance of doubt, any warranty or indemnity commonly included in a share sale and purchase agreement or asset disposal agreement entered into eircom) for the Junior High Yield Notes must be subordinated on normal commercial the terms (other than one related to Financial Indebtedness). (b) Except as provided below, no member of the Group may incur or allow to be outstanding any guarantee in respect of any person. (c) Paragraph (b) does not apply to: (i) any guarantee arising under the Senior Finance Documents; (ii) any guarantee arising under the Hive-Down Agreements; (iii) any guarantee comprising a netting or set-off arrangement entered into by a member of the Group in favor of an Approved Bank set out in the ordinary course of its banking arrangements for Junior High Yield Indenture, as approved by the purposes of netting debit and credit balances; Facility Agent under Clause 4.1 (iv) the endorsement of negotiable instruments in the ordinary course of trade; (v) performance bonds guaranteeing performance by a member of the Group under any contract entered into in the ordinary course of business; (vi) any indemnity given to a director of a member of the Group;Conditions precedent documents); or (vii) guarantees in respect of any Financial Indebtedness of any member arising out of the Group which is allowed under the Bridge Finance Documentseircom Funding Guarantee; or (viii) arising under the documentation entered into in relation to those finance leases, related transactions and the financing thereof (including any letters of credit and reimbursement agreements or their replacements) identified in Schedule 6; or (ix) arising under those guarantees where granted by eircom in respect of (a) the rent and other lease liabilities in respect of the Xxxxxxx Xxxxxxx Building; and (b) the lease liabilities in respect of a US property between Reckson Operating Partnership L.P. and Telecom Italia US Ireland; or (x) which (when taken together with the aggregate amount so guaranteed by all members of the Group at any time Financial Indebtedness permitted under Clause 22.7(a)(xvi) above) in aggregate does not exceed (pound)5,000,000 €20,000,000 or its equivalent. equivalent at any time, and for the avoidance of doubt (dand without limitation) The Company paragraphs (i) to (iv) above shall procure that not permit any Financial Indebtedness falling within one month paragraph (j) of the Effective Date there is delivered definition of Financial Indebtedness in Clause 1.1 in respect of any Investor Debt or any Financial Indebtedness in respect of which the creditor has used the proceeds of any Investor Debt to the Facility Agent in form and substance satisfactory to it a schedule of all guarantees of the type referred to in paragraph (c) above outstanding at the Effective Date which evidences make that the amount -------------------------------------------------------------------------------- referred to in paragraph (c)(viii) above was not exceeded at the Effective Date and to the extent that this amount was exceeded the Parties agree to discuss in good faith with a view to determining whether an increase in the amount referred to in paragraph (c) (viii) above acceptable to the Finance Parties might be agreedFinancial Indebtedness available.