Common use of Form of Guarantee Clause in Contracts

Form of Guarantee. Radiomóvil Dipsa, S.A. de C.V., a sociedad anónima de capital variable organized and existing under the laws of Mexico (the “Guarantor”), hereby fully and unconditionally guarantees (such guarantee being referred to herein as the “Guarantee”), in accordance with the terms of the Indenture, dated as of March 9, 2004 (the “Indenture”), among América Móvil, S.A. de C.V., the Guarantor and JPMorgan Chase Bank, as Trustee, the full and punctual payment when due, whether at maturity, upon redemption, by acceleration or otherwise, of the principal of, premium, if any, and interest on, and any other amounts due under the Notes and all other obligations of the Company under the Indenture, as supplemented by the First Supplemental Indenture, as further supplemented by the Second Supplemental Indenture and as further supplemented by the Third Supplemental Indenture. Capitalized terms used but not defined herein shall have the respective meanings given to them in the Indenture, as supplemented by the First Supplemental Indenture, as further supplemented by the Second Supplemental Indenture and as further supplemented by the Third Supplemental Indenture. The obligations of the Guarantor to the Holders and to the Trustee pursuant to the Guarantee and the Indenture, as supplemented by the First Supplemental Indenture, as further supplemented by the Second Supplemental Indenture and as further supplemented by the Third Supplemental Indenture, shall be limited to the maximum amount as shall, after giving effect to all other liabilities (fixed and contingent) of the Guarantor, result in the obligations of the Guarantor under the Guarantees not constituting a fraudulent conveyance or fraudulent transfer under applicable law. The obligations of the Guarantor to the Holders and to the Trustee pursuant to the Guarantee and the Indenture, as supplemented by the First Supplemental Indenture, as further supplemented by the Second Supplemental Indenture and as further supplemented by the Third Supplemental Indenture, are expressly set forth, to the extent and in the manner provided, in Article Eleven of the Indenture, as supplemented by the First Supplemental Indenture, as further supplemented by the Second Supplemental Indenture and as further supplemented by the Third Supplemental Indenture, and reference is hereby made to such Indenture, as supplemented by the First Supplemental Indenture, as further supplemented by the Second Supplemental Indenture and as further supplemented by the Third Supplemental Indenture, for the precise terms of the Guarantee therein made. The Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Notes upon which the Guarantee is noted shall have been executed by the Trustee under the Indenture, as supplemented by the First Supplemental Indenture, as further supplemented by the Second Supplemental Indenture and as further supplemented by the Third Supplemental Indenture, by the manual signature of one of its authorized signatories. The Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. The Guarantee is subject to release upon the terms set forth in the Indenture as supplemented by the First Supplemental Indenture, as further supplemented by the Second Supplemental Indenture and as further supplemented by the Third Supplemental Indenture.

Appears in 2 contracts

Samples: Supplemental Indenture (America Movil Sa De Cv/), Supplemental Indenture (Mobile Radio Dipsa)

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Form of Guarantee. Radiomóvil Dipsa, S.A. de C.V., a sociedad anónima de capital variable organized and existing under the laws of Mexico (the “Guarantor”), hereby fully and unconditionally guarantees (such guarantee being referred to herein as the “Guarantee”), in accordance with the terms of the Indenture, dated as of March 9, 2004 (the “Indenture”), among América Móvil, S.A. de C.V., the Guarantor and JPMorgan Chase Bank, as Trustee, the full and punctual payment when due, whether at maturity, upon redemption, by acceleration or otherwise, of the principal of, premium, if any, and interest on, and any other amounts due under the Notes and all other obligations of the Company under the Indenture, as supplemented by the First Supplemental Indenture, as further supplemented by the Second Supplemental Indenture and as further supplemented by the Third Second Supplemental Indenture. Capitalized terms used but not defined herein shall have the respective meanings given to them in the Indenture, as supplemented by the First Supplemental Indenture, as further supplemented by the Second Supplemental Indenture and as further supplemented by the Third Second Supplemental Indenture. The obligations of the Guarantor to the Holders and to the Trustee pursuant to the Guarantee and the Indenture, as supplemented by the First Supplemental Indenture, as further supplemented by the Second Supplemental Indenture and as further supplemented by the Third Second Supplemental Indenture, shall be limited to the maximum amount as shall, after giving effect to all other liabilities (fixed and contingent) of the Guarantor, result in the obligations of the Guarantor under the Guarantees not constituting a fraudulent conveyance or fraudulent transfer under applicable law. The obligations of the Guarantor to the Holders and to the Trustee pursuant to the Guarantee and the Indenture, as supplemented by the First Supplemental Indenture, as further supplemented by the Second Supplemental Indenture and as further supplemented by the Third Second Supplemental Indenture, are expressly set forth, to the extent and in the manner provided, in Article Eleven of the Indenture, as supplemented by the First Supplemental Indenture, as further supplemented by the Second Supplemental Indenture and as further supplemented by the Third Second Supplemental Indenture, and reference is hereby made to such Indenture, as supplemented by the First Supplemental Indenture, as further supplemented by the Second Supplemental Indenture and as further supplemented by the Third Second Supplemental Indenture, for the precise terms of the Guarantee therein made. The Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Notes upon which the Guarantee is noted shall have been executed by the Trustee under the Indenture, as supplemented by the First Supplemental Indenture, as further supplemented by the Second Supplemental Indenture and as further supplemented by the Third Second Supplemental Indenture, by the manual signature of one of its authorized signatories. The Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. The Guarantee is subject to release upon the terms set forth in the Indenture as supplemented by the First Supplemental Indenture, Indenture and as further supplemented by the Second Supplemental Indenture and as further supplemented by the Third Supplemental Indenture.

Appears in 2 contracts

Samples: Mobile Radio Dipsa, America Movil Sa De Cv/

Form of Guarantee. Radiomóvil Dipsa, S.A. de C.V., a corporation (sociedad anónima de capital variable variable) organized and existing under the laws of Mexico (the “Guarantor”), hereby fully and unconditionally guarantees (such guarantee being referred to herein as the “Guarantee”), in accordance with the terms of the Indenture, dated as of March 9, 2004 and as supplemented by the Fifth Supplemental Indenture dated as of December 14, 2004 and the Eighth Supplemental Indenture, dated as of September 29, 2006 (herein called the “Indenture”, which term shall have the meaning assigned to it in such instrument, as supplemented by the Eleventh Supplemental Indenture, dated as of October 30, 2007 (the “Eleventh Supplemental Indenture”), among América Móvil, S.A. S.A.B. de C.V., the Guarantor and The Bank of New York (as successor to JPMorgan Chase Bank, N.A.), as Trustee, the full and punctual payment when due, whether at maturity, upon redemption, by acceleration or otherwise, of the principal of, premium, if any, and interest on, and any other amounts due under the Notes and all other obligations of the Company under the Indenture, as supplemented by the First Supplemental Indenture, as further supplemented by the Second Supplemental Indenture and as further supplemented by the Third Eleventh Supplemental Indenture. Capitalized terms used but not defined herein shall have the respective meanings given to them in the Indenture, as supplemented by the First Supplemental Indenture, as further supplemented by the Second Supplemental Indenture and as further supplemented by the Third Eleventh Supplemental Indenture. The obligations of the Guarantor to the Holders and to the Trustee pursuant to the this Guarantee and the Indenture, as supplemented by the First Supplemental Indenture, as further supplemented by the Second Supplemental Indenture and as further supplemented by the Third Eleventh Supplemental Indenture, shall be limited to the maximum amount as shall, after giving effect to all other liabilities (fixed and contingent) of the Guarantor, result in the obligations of the Guarantor under the Guarantees not constituting a fraudulent conveyance or fraudulent transfer under applicable law. The obligations of the Guarantor to the Holders and to the Trustee pursuant to the this Guarantee and the Indenture, as supplemented by the First Supplemental Indenture, as further supplemented by the Second Supplemental Indenture and as further supplemented by the Third Eleventh Supplemental Indenture, are expressly set forth, to the extent and in the manner provided, in Article Eleven of the Indenture, as supplemented by the First Supplemental Indenture, as further supplemented by the Second Supplemental Indenture and as further supplemented by the Third Eleventh Supplemental Indenture, and reference is hereby made to such Indenture, as supplemented by the First Supplemental Indenture, as further supplemented by the Second Supplemental Indenture and as further supplemented by the Third Eleventh Supplemental Indenture, for the precise terms of the Guarantee therein made. The This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Notes upon which the this Guarantee is noted shall have been executed by the Trustee under the Indenture, as supplemented by the First Supplemental Indenture, as further supplemented by the Second Supplemental Indenture and as further supplemented by the Third Eleventh Supplemental Indenture, by the manual signature of one of its authorized signatories. The This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. The This Guarantee is subject to release upon the terms set forth in the Indenture as supplemented by the First Supplemental Indenture, as further supplemented by the Second Supplemental Indenture and as further supplemented by the Third Eleventh Supplemental Indenture.

Appears in 1 contract

Samples: America Movil Sab De Cv/

Form of Guarantee. Radiomóvil Dipsa, S.A. de C.V., a corporation (sociedad anónima de capital variable variable) organized and existing under the laws of Mexico (the “Guarantor”), hereby fully and unconditionally guarantees (such guarantee being referred to herein as the “Guarantee”), in accordance with the terms of the Indenture, dated as of March 9, 2004 and as previously supplemented by the First Supplemental Indenture dated as of March 9, 2004, the Second Supplemental Indenture dated as of March 9, 2004, the Third Supplemental Indenture dated as of April 27, 2004, the Fourth Supplemental Indenture dated as of November 3, 2004, the Fifth Supplemental Indenture dated as of December 14, 2004 and the Sixth Supplemental Indenture dated as of February 25, 2005 (herein called the “Indenture”, which term shall have the meaning assigned to it in such instrument, as further supplemented by the Seventh Supplemental Indenture, dated as of October 5, 2005 (the “Seventh Supplemental Indenture”), among América Móvil, S.A. de C.V., the Guarantor and JPMorgan Chase Bank, N.A., as Trustee), the full and punctual payment when due, whether at maturity, upon redemption, by acceleration or otherwise, of the principal of, premium, if any, and interest on, and any other amounts due under the Notes and all other obligations of the Company under the Indenture, as supplemented by the First Supplemental Indenture, as further supplemented by the Second Supplemental Indenture and as further supplemented by the Third Seventh Supplemental Indenture, in each case in Dollars or, subject to the terms and conditions set forth in the Notes, Pesos pursuant to the terms and conditions of the Notes. Capitalized terms used but not defined herein shall have the respective meanings given to them in the Indenture, as supplemented by the First Supplemental Indenture, as further supplemented by the Second Supplemental Indenture and as further supplemented by the Third Seventh Supplemental Indenture. The obligations of the Guarantor to the Holders and to the Trustee pursuant to the this Guarantee and the Indenture, as supplemented by the First Supplemental Indenture, as further supplemented by the Second Supplemental Indenture and as further supplemented by the Third Seventh Supplemental Indenture, shall be limited to the maximum amount as shall, after giving effect to all other liabilities (fixed and contingent) of the Guarantor, result in the obligations of the Guarantor under the Guarantees not constituting a fraudulent conveyance or fraudulent transfer under applicable law. The obligations of the Guarantor to the Holders and to the Trustee pursuant to the this Guarantee and the Indenture, as supplemented by the First Supplemental Indenture, as further supplemented by the Second Supplemental Indenture and as further supplemented by the Third Seventh Supplemental Indenture, are expressly set forth, to the extent and in the manner provided, in Article Eleven of the Indenture, as supplemented by the First Supplemental Indenture, as further supplemented by the Second Supplemental Indenture and as further supplemented by the Third Seventh Supplemental Indenture, and reference is hereby made to such Indenture, as supplemented by the First Supplemental Indenture, as further supplemented by the Second Supplemental Indenture and as further supplemented by the Third Seventh Supplemental Indenture, for the precise terms of the Guarantee therein made. The This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Notes upon which the this Guarantee is noted shall have been executed by the Trustee under the Indenture, as supplemented by the First Supplemental Indenture, as further supplemented by the Second Supplemental Indenture and as further supplemented by the Third Seventh Supplemental Indenture, by the manual signature of one of its authorized signatories. The This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. The This Guarantee is subject to release upon the terms set forth in the Indenture as supplemented by the First Supplemental Indenture, as further supplemented by the Second Supplemental Indenture and as further supplemented by the Third Seventh Supplemental Indenture.

Appears in 1 contract

Samples: America Movil Sa De Cv/

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Form of Guarantee. Radiomóvil Dipsa, S.A. de C.V., a corporation (sociedad anónima de capital variable variable) organized and existing under the laws of Mexico (the “Guarantor”), hereby fully and unconditionally guarantees (such guarantee being referred to herein as the “Guarantee”), in accordance with the terms of the Indenture, dated as of March 9, 2004 and as supplemented by the Fifth Supplemental Indenture dated as of December 14, 2004 and the Eighth Supplemental Indenture, dated as of September 29, 2006 (herein called the “Indenture”, which term shall have the meaning assigned to it in such instrument, as supplemented by the Twelfth Supplemental Indenture, dated as of October 30, 2007 (the “Twelfth Supplemental Indenture”), among América Móvil, S.A. S.A.B. de C.V., the Guarantor and The Bank of New York (as successor to JPMorgan Chase Bank, N.A.), as Trustee, the full and punctual payment when due, whether at maturity, upon redemption, by acceleration or otherwise, of the principal of, premium, if any, and interest on, and any other amounts due under the Notes and all other obligations of the Company under the Indenture, as supplemented by the First Supplemental Indenture, as further supplemented by the Second Supplemental Indenture and as further supplemented by the Third Twelfth Supplemental Indenture. Capitalized terms used but not defined herein shall have the respective meanings given to them in the Indenture, as supplemented by the First Supplemental Indenture, as further supplemented by the Second Supplemental Indenture and as further supplemented by the Third Twelfth Supplemental Indenture. The obligations of the Guarantor to the Holders and to the Trustee pursuant to the this Guarantee and the Indenture, as supplemented by the First Supplemental Indenture, as further supplemented by the Second Supplemental Indenture and as further supplemented by the Third Twelfth Supplemental Indenture, shall be limited to the maximum amount as shall, after giving effect to all other liabilities (fixed and contingent) of the Guarantor, result in the obligations of the Guarantor under the Guarantees not constituting a fraudulent conveyance or fraudulent transfer under applicable law. The obligations of the Guarantor to the Holders and to the Trustee pursuant to the this Guarantee and the Indenture, as supplemented by the First Supplemental Indenture, as further supplemented by the Second Supplemental Indenture and as further supplemented by the Third Twelfth Supplemental Indenture, are expressly set forth, to the extent and in the manner provided, in Article Eleven of the Indenture, as supplemented by the First Supplemental Indenture, as further supplemented by the Second Supplemental Indenture and as further supplemented by the Third Twelfth Supplemental Indenture, and reference is hereby made to such Indenture, as supplemented by the First Supplemental Indenture, as further supplemented by the Second Supplemental Indenture and as further supplemented by the Third Twelfth Supplemental Indenture, for the precise terms of the Guarantee therein made. The This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Notes upon which the this Guarantee is noted shall have been executed by the Trustee under the Indenture, as supplemented by the First Supplemental Indenture, as further supplemented by the Second Supplemental Indenture and as further supplemented by the Third Twelfth Supplemental Indenture, by the manual signature of one of its authorized signatories. The This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. The This Guarantee is subject to release upon the terms set forth in the Indenture as supplemented by the First Supplemental Indenture, as further supplemented by the Second Supplemental Indenture and as further supplemented by the Third Twelfth Supplemental Indenture.

Appears in 1 contract

Samples: America Movil Sab De Cv/

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