Irrevocable Guarantee Sample Clauses
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Irrevocable Guarantee. (a) The Guarantor hereby unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, to the Guaranteed Party and its successors, permitted indorsees, permitted transferees and permitted assigns that, upon written demand of payment made by the Guaranteed Party to the Guarantor, all Obligations will be promptly paid in full, in United States dollars, when due in accordance with the terms of the Purchase Agreement (after giving effect to the rights, limitations and obligations set forth in sections 8.1(c)-(j) and 8.2 of the Purchase Agreement).
(b) If legal action is instituted to enforce the rights of the Guaranteed Party under this Guarantee, the Guarantor agrees to reimburse the Guaranteed Party on written demand for all reasonable attorney’s fees and disbursements and all other reasonable costs and expenses incurred by the Guaranteed Party in successfully enforcing its rights under this Guarantee. Notwithstanding the foregoing, the Guarantor shall have no obligation to pay any such costs or expenses if, in any action or proceeding brought by the Guaranteed Party giving rise to a demand for payment of such costs or expenses, it is finally adjudicated by a court of competent jurisdiction that the Guarantor is not liable to make payment under Section 2.1(a) with respect to the rights of the Guaranteed Party sought to be enforced in such action or proceeding.
(c) Each payment under this Guarantee shall be made in United States dollars. Notwithstanding anything in this Section 2.1, the Guarantor’s liability to guarantee any Obligations shall not exceed the liability of the Company with respect to its Obligations under the terms of the Purchase Agreement; provided, that, notwithstanding the foregoing provisions of this paragraph (c), or any other provisions hereof to the contrary, (i) the Guarantor’s liability for the Obligations shall not be reduced by the amount of any costs and expenses recovered or recoverable by the Guaranteed Party under Section 2.1(b), and (ii) if the Company’s liability in respect of the Obligations is reduced due to any defense described in clauses (1) through (3) of the final paragraph of Section 2.3 hereof, the amount of such reduction shall not reduce the Guarantor’s liability for such Obligations hereunder.
Irrevocable Guarantee. 1.1. To induce the Guaranteed Party to enter into the Agreement and Plan of Merger among the Guaranteed Party, Paramount Skydance Corporation, a Delaware corporation (“Paramount”), and Prince Sub Inc., a Delaware corporation (“Merger Sub”), pursuant to which Paramount will, directly or indirectly, acquire the Guaranteed Party (as it may be amended from time to time, the “Merger Agreement”), the Guarantors (jointly and severally), intending to be legally bound, as primary obligor and not merely as a surety, hereby absolutely, irrevocably and unconditionally guarantee to the Guaranteed Party the due and punctual payment, performance and discharge by Paramount and Merger Sub, if and when due pursuant to or in connection with the Merger Agreement of:
1.1.1. the Netflix Termination Fee, solely to the extent the full amount has not been paid to Netflix; 1
Irrevocable Guarantee a. This Guarantee shall be primary, absolute, irrevocable, continuing This DEED OF GUARANTEE is executed at on this day of , Two Thousand (“Guarantee”) BY
Irrevocable Guarantee. 1.1. To induce the Guaranteed Party to enter into the Agreement and Plan of Merger among the Guaranteed Party, Paramount Skydance Corporation, a Delaware corporation (“Paramount”), and Prince Sub Inc., a Delaware corporation (“Merger Sub”), pursuant to which Paramount will, directly or indirectly, acquire the Guaranteed Party (the “Merger Agreement”), the Guarantors (jointly and severally), intending to be legally bound, as primary obligor and not merely as a surety, hereby absolutely, irrevocably and unconditionally guarantee to the Guaranteed Party the due and punctual payment, performance and discharge by Paramount and Merger Sub, if and when due pursuant to or in connection with the Merger Agreement of:
1.1.1. the Netflix Termination Fee, solely to the extent not paid by Paramount upon the termination of the Netflix Merger Agreement;
1.1.2. $[41,830,000,000]1 funding of the Merger Consideration immediately prior to the Closing through the subscription of the Subscribed Shares (as defined in the Subscription Agreement) pursuant to that certain Subscription Agreement, dated [ · ], by and among Paramount, the Trust, and L. ▇▇▇▇▇▇▇ (the “Subscription Agreement”) (it being understood that the failure of the Closing to occur as a result of any breach by Paramount or Merger Sub of the Merger Agreement shall not limit the ability of the Guaranteed Party to seek to enforce these obligations against the Guarantors hereunder so long as the Guaranteed Party is also concurrently seeking to cause the Closing to occur in accordance with the terms of the Merger Agreement); and
1.1.3. (x) any monetary damages payable by Paramount or Merger Sub under the Merger Agreement, (y) the Regulatory Termination Fee and (z) the Exchange Offer Fee and, in each case of the foregoing clauses (y) and (z), any other costs and expenses that become payable under Section 8.3(e) of the Merger Agreement (such obligations, together with the obligations specified in Section 1.1.1 and Section 1.1.2, the “Guaranteed Obligations”).
Irrevocable Guarantee. This Guarantee shall be unconditional and irrevocable and the obligations of the Guarantor hereunder shall not be conditional on the receipt of any prior notice by the Guarantor or by the Company and the demand or notice by the Trustee as provided in Clause 13 (Notices) hereof shall be sufficient notice to or demand on the Guarantor.