CCI Guarantee Clause Samples

CCI Guarantee. CCI does hereby unconditionally and irrevocably guarantee to Buyer the full, complete and prompt performance and payment, as the case may be, of the Guaranteed Obligations (as hereafter defined), and undertakes with Buyer that, whenever Seller does not pay or perform any of the Guaranteed Obligations in accordance with their respective terms, CCI shall, immediately on demand by Buyer, pay or perform such Guaranteed Obligations as if it were the principal obligor primarily liable for the performance and not as a mere surety. Buyer may obtain recourse against CCI for the payment and performance of the Guaranteed Obligations prior to, concurrently with, or after any other Action to enforce such Guaranteed Obligations. In no event shall Buyer be deemed to have elected any remedy that precludes or impairs its ability to proceed against CCI hereunder. CCI hereby waives protest, presentment, demand for payment and notice of default or nonpayment. Notwithstanding anything else in this Agreement to the contrary, CCI may not assign or transfer its obligations hereunder to any other person without the prior written consent of Buyer. CCI shall be entitled to perform or satisfy the Guaranteed Obligations pursuant to the same terms and conditions and subject to the same rights and limitations as are applicable to Seller under this Agreement. For purposes of this Agreement, “Guaranteed Obligations” means Seller’s obligations (a) under Section 2.3(c)(ii) to pay to Buyer and amount equal to the Actual Adjustment if the Actual Adjustment is a negative number, (b) to comply with the restrictive covenants set forth in Section 6.16, (c) to indemnify and hold harmless Buyer and the Group Companies for the matters described in Section 6.19 (subject to the limitations described in Section 6.19), and (d) with respect to any claim based on Fraud by Seller (based solely on the representations and warranties in Article 3 and Article 4).

CCI Guarantee. (a) [Reserved]. (b) As a material inducement to each Purchaser’s willingness to enter into this Agreement, CCI hereby unconditionally and irrevocably guarantees (1) the due, punctual and full performance of each of (a) Parent’s payment obligations under Section 2.7 and Section 8.7 and (b) Parent’s indemnification obligations under Article XI, (2) Parent’s obligations under Section 6.3, Section 6.12, Section 6.15 and Section 6.16 and that CCI shall cause its applicable Subsidiaries to transfer the Business Assets and Business Liabilities to the extent required in accordance with the terms of this Agreement, and (3) CCI’s obligations under Section 2.1(b) and Section 6.12(b). CCI hereby represents and warrants to Purchasers that it is duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization, has all requisite corporate power and authority to carry on its businesses as now being conducted and is qualified to do business and is in good standing as a corporation in each jurisdiction where the conduct of its business, or ownership, leasing or operation of its properties or assets, requires such qualification. CCI has all necessary corporate power and authority to execute, deliver and perform its obligations under this Section 6.21 and to consummate the transactions contemplated by this Agreement in accordance with the terms hereof. This Agreement has been duly and validly executed and delivered by CCI, and, assuming the due authorization, execution and delivery of this Agreement by Purchasers, will constitute a valid, legal and binding agreement of CCI, enforceable against CCI in accordance with its terms, subject to the Enforceability Exceptions.