Common use of Guarantor Obligations Clause in Contracts

Guarantor Obligations. To the extent authorized by the Constitution or Laws of the State, Guarantor agrees that (a) the obligations of Guarantor pursuant to this Guaranty shall be binding upon Guarantor without any further notice or acceptance thereof; (b) this Guaranty shall not be affected by reason of assertion by UT against the CCC of any rights or remedies reserved to UT in the Affiliation Agreement or by reason of any summary or other proceedings against the CCC other than the offset rights provided in Section 8.4; (c) immediately upon written notice by UT to Guarantor of default under the Affiliation Agreement by the CCC, Guarantor will pay UT all amounts of “Permitted Investment Payment” and/or other charges due or overdue from the CCC, its successors or assigns, under the Affiliation Agreement, within thirty (30) days of receipt of such notice, and will timely comply with or perform all of the terms, covenants, and conditions of the Affiliation Agreement to be performed by the CCC, its successors or assigns, as provided in the Affiliation Agreement; (d) no extension, forbearance, or leniency extended by UT to the CCC shall discharge Guarantor from Guarantor’s obligations hereunder, and Guarantor agrees at all times that Guarantor will be liable notwithstanding that Guarantor has had no notice of any such extension, forbearance, or leniency; provided, however, that UT and the CCC may not, without the written consent of the Guarantor, at any time or from time to time, enter into any such changes, modifications, extensions, reversals of the Affiliation Agreement, amendment, or other covenants with respect to the Affiliation Agreement, and that Guarantor shall be released by any such action without their consent.

Guarantor Obligations. To Guarantor hereby irrevocably and unconditionally guarantees full and timely payment by Parent of (i) Parent’s obligations in Article II to pay the aggregate Merger Consideration, Option Consideration and RSU Consideration at the Closing, to the extent, and only to the extent, that the Merger Consideration, Option Consideration or RSU Consideration (as applicable) becomes due and payable in accordance with this Agreement and (ii) Parent’s obligation to pay the Expense Reimbursement, if and to the extent authorized by it becomes payable in accordance with Section 7.3(b). Guarantor hereby represents and warrants to the Constitution or Laws Company as of the State, Guarantor agrees that date hereof and as of the Closing Date that: (a) it is duly organized and existing under the laws of its jurisdiction of incorporation and has full corporate power and authority to enter into this Agreement and consummate the transactions contemplated hereby, (b) all corporate action on the part of Guarantor necessary for the authorization, execution and delivery of this Agreement and the performance of all obligations of Guarantor pursuant hereunder have been taken prior to this Guaranty shall be binding upon the date hereof, with no other corporate action on the part of Guarantor without any further notice or acceptance thereof; (b) this Guaranty shall not be affected by reason of assertion by UT against the CCC of any rights or remedies reserved to UT in the Affiliation Agreement or by reason of any summary or other proceedings against the CCC other than the offset rights provided in Section 8.4; being necessary, (c) immediately upon written notice this Agreement has been duly authorized, executed and delivered by UT to Guarantor of default under the Affiliation Agreement and, assuming due execution and delivery by the CCC, Guarantor will pay UT all amounts of “Permitted Investment Payment” and/or other charges due or overdue from the CCC, its successors or assigns, under the Affiliation Agreement, within thirty (30) days of receipt of such notice, and will timely comply with or perform all each of the other parties thereto, is a valid and binding obligation of Guarantor enforceable in accordance with its terms, covenants, and conditions of the Affiliation Agreement to be performed by the CCC, its successors or assigns, as provided in the Affiliation Agreement; (d) no extensionthe execution and delivery of this Agreement and the performance of all obligations of Guarantor hereunder do not and will not contravene, forbearanceviolate or conflict with Guarantor’s charter, bylaws or other constituent documents thereof, any material Contract to which it is a party or by which its properties or assets are bound, or leniency extended by UT any Law or Order applicable thereto, and does not and will not require the consent or authorization of, filing or registration with, expiration or termination of any waiting period required by, or notification to, any Governmental Authority, and (e) there is no Legal Proceeding pending or, to the CCC shall discharge Guarantor from knowledge of Guarantor’s obligations hereunder, threatened, and Guarantor agrees at all times that Guarantor will be liable notwithstanding that Guarantor has had no notice of is not subject to any such extensionOrder, forbearanceagainst or affecting Guarantor, or leniency; providedexcept, howeverin each case, that UT and the CCC may as would not, without individually or in the written consent aggregate, prevent or materially delay the performance by Guarantor of the Guarantor, at any time or from time to time, enter into any such changes, modifications, extensions, reversals of the Affiliation Agreement, amendment, or other covenants with respect to the Affiliation Agreement, and that Guarantor shall be released by any such action without their consentits obligations hereunder.