Common use of Parent Guarantees Clause in Contracts

Parent Guarantees. 3.1 Subject to this Article 3, each of the Guarantors hereby unconditionally guarantees (each, a “Parent Guarantee”), jointly and severally with the Corporation, to each holder holding Debentures authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Debentures or the obligations of the Co-Principal Debtors hereunder or thereunder: (a) payment of the principal of, and interest and premium, if any, on the Debentures in full when due, whether at maturity, by acceleration, redemption or otherwise, and all other amounts payable under the Debentures, all in accordance with the terms of the Indenture and the Debentures; and (b) in case of any extension of time of payment or renewal of any Debentures or any of such other payment obligations, that same will be promptly paid in full when due in accordance with the terms of the extension or renewal, whether at maturity, by acceleration, redemption or otherwise. 3.2 Failing payment when due of any amount so guaranteed for whatever reason, each of the Guarantors will be obligated to pay the same immediately. Each of the Guarantors agrees that its Parent Guarantee is a guarantee of payment and not a guarantee of collection. 3.3 Each of the Guarantors hereby agrees that its obligations under its Guarantee are unconditional, irrespective of the validity, regularity or enforceability of the Debentures or the Indenture, the absence of any action to enforce the same, any waiver or consent by any holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Co-Principal Debtors, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Co-Principal Debtors, any right to require a proceeding first against the Co-Principal Debtors, protest, notice and all demands whatsoever and covenants that its Parent Guarantee will not be discharged except by complete performance of the payment obligations contained in the Debentures and the Indenture. 3.4 If any holder or the Trustee is required by any court or otherwise to return to any Co-Principal Debtor or the Guarantors, or any custodian, trustee, receiver, receiver-manager, interim receiver, liquidator or other similar official acting in relation to the Guarantors or any Co-Principal Debtor, any amount paid either to the Trustee or such holder, the Parent Guarantees, to the extent theretofore discharged, will be reinstated in full force and effect. 3.5 Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the holders and the Trustee, on the other hand, (a) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 7 of the Indenture for the purposes of the Parent Guarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any declaration of acceleration of such obligations as provided in Article 7 of the Indenture, such obligations (whether or not due and payable) will forthwith become due and payable by the Guarantors for the purpose of the Parent Guarantees.

Parent Guarantees. 3.1 Subject to this Article 3, each (a) Each of the Guarantors hereby unconditionally guarantees Seller and Purchaser (each, a “Parent GuaranteeGuarantor”), jointly ) irrevocably guarantees the timely performance of each and severally with the Corporation, to every agreement and obligation of each holder holding Debentures authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective other member of the validity Seller Group (and enforceability the Additional Seller Group Company) and the Purchaser Group, respectively, under the provisions of the IndentureTransaction Documents, excluding in the case of Purchaser as Guarantor, the Debentures or the timely performance of each agreement and obligations of SnapTrack under the Co-Principal Debtors hereunder or thereunder: (a) Agreement Regarding Amendment to Intercompany License Agreements. The foregoing is a guarantee of payment of the principal ofand performance, and interest and premium, if any, on the Debentures in full when due, whether at maturity, by acceleration, redemption or otherwisenot of collection, and all each Guarantor acknowledges and agrees that this guarantee is full and unconditional, and no release or extinguishment of each Guarantor’s Liabilities (other amounts payable under the Debentures, all than in accordance with the terms of this Agreement), whether by decree in any bankruptcy proceeding or otherwise, will affect the Indenture continuing validity and enforceability of this guarantee. Each Guarantor hereby waives, for the Debentures; andbenefit of the other Party, (a) any right to require the other Party as a condition of payment or performance of the Guarantor to proceed against the other members of the Seller Group or the Purchaser Group, as applicable, or pursue any other remedies whatsoever and (b) to the fullest extent permitted by law, any defenses or benefits that may be derived from or afforded by law that limit the liability of or exonerate guarantors or sureties, except to the extent that any such defense is available to the Additional Seller Group Company or the other members of the Seller Group or the Purchaser Group, as applicable. Each Guarantor understands that the other party is relying on this guarantee in entering into the Transaction Documents. (b) in case Purchaser Parent irrevocably guarantees the timely performance of the Purchaser Group’s payment obligations under this Agreement (for clarity, including any extension such obligations with respect to indemnification amounts payable under Section 9). This is a guarantee of time payment, and not of payment collection, and Purchaser Parent acknowledges and agrees that this guarantee is full and unconditional, and no release or renewal extinguishment of any Debentures or any of such Purchaser Parent’s Liabilities (other payment obligations, that same will be promptly paid in full when due than in accordance with the terms of the extension or renewalthis Agreement), whether at maturity, by acceleration, redemption decree in any bankruptcy proceeding or otherwise. 3.2 Failing payment when due , will affect the continuing validity and enforceability of any amount so guaranteed this guarantee. Purchaser Parent hereby waives, for whatever reason, each the benefit of the Guarantors will be obligated to pay the same immediately. Each of the Guarantors agrees that its Parent Guarantee is a guarantee of payment and not a guarantee of collection. 3.3 Each of the Guarantors hereby agrees that its obligations under its Guarantee are unconditionalSeller Group, irrespective of the validity, regularity or enforceability of the Debentures or the Indenture, the absence of any action to enforce the same, any waiver or consent by any holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Co-Principal Debtors, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Co-Principal Debtors, (a) any right to require the Seller Group as a proceeding first condition of payment or performance of Purchaser Parent to proceed against the Co-Principal Debtors, protest, notice and all demands Purchaser Group or pursue any other remedies whatsoever and covenants that its Parent Guarantee will not be discharged except by complete performance of the payment obligations contained in the Debentures and the Indenture. 3.4 If any holder or the Trustee is required by any court or otherwise to return to any Co-Principal Debtor or the Guarantors, or any custodian, trustee, receiver, receiver-manager, interim receiver, liquidator or other similar official acting in relation to the Guarantors or any Co-Principal Debtor, any amount paid either to the Trustee or such holder, the Parent Guarantees, to the extent theretofore discharged, will be reinstated in full force and effect. 3.5 Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the holders and the Trustee, on the other hand, (a) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 7 of the Indenture for the purposes of the Parent Guarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) to the fullest extent permitted by law, any defenses or benefits that may be derived from or afforded by law that limit the liability of or exonerate guarantors or sureties, except to the extent that any such defense is available to the Purchaser Group. Purchaser Parent understands that the Seller Group is relying on this guarantee in entering into the Transaction Documents. The guarantee in this Section 10.9(b) shall terminate and cease to have any force or effect upon the payment of the Option Price at the Option Closing. In addition to the foregoing provisions of this Section 10.9(b), from the date hereof until the Option Closing Date, Purchaser Parent shall cause the Business Collaboration Agreement and the Strategic Development Agreement to remain with the entity that owns the Qualcomm CDMA Technologies business (or any entity directly or indirectly wholly owned by such entity), including, in the event of Qualcomm Technologies no longer holds such business, the successor entity thereof that owns such business (or any declaration of acceleration of entity directly or indirectly wholly owned by such obligations as provided in Article 7 successor entity), which entity shall agree to be a counterparty and be bound to such agreements, it being understood that any breach of the Indenture, such obligations (whether or not due and payable) will forthwith become due and payable by foregoing provision prior to the Guarantors for the purpose JV Closing shall be deemed to constitute a failure of the Parent Guaranteescondition set forth in Section 7.1(c)(ii).