PCC Guaranty Clause Samples
The PCC Guaranty clause establishes that a Protected Cell Company (PCC) provides a guarantee for the obligations or liabilities of one or more of its individual cells. In practice, this means that if a specific cell within the PCC cannot meet its financial commitments, the PCC as a whole will step in to fulfill those obligations, ensuring creditors or counterparties are paid. This clause is essential for providing additional security to parties dealing with a particular cell, addressing concerns about the limited recourse nature of PCC structures and enhancing confidence in transactions involving individual cells.
PCC Guaranty. In consideration of the execution and delivery of this Agreement by Seller and the Company and their agreement to perform the transactions contemplated hereby, Paxs▇▇ ▇▇▇munications Corporation, a Florida corporation ("PCC"), hereby guarantees Buyer's full, complete and timely performance of and compliance with all of its covenants, agreements and obligations set forth herein and in the Construction and Lease Agreement and Time Brokerage Agreement. PCC agrees that no formal change, amendment, modification or waiver of any term or condition hereof or thereof, no extension in whole or in part of the time for the performance by Buyer of any of its obligations hereunder or thereunder, and no settlement, compromise, release, surrender, modification or impairment of, or exercise or failure to exercise any claim, right or remedy of any kind or nature in connection herewith or therewith, shall affect, impair or discharge, in whole or in part, the liability of PCC for the full and prompt and unconditional performance of the obligations of Buyer under this Agreement or the Construction and Lease Agreement or Time Brokerage Agreement.
PCC Guaranty. In consideration of the execution and delivery of this Agreement by Seller, the Company and Salv▇▇▇▇▇▇▇ ▇▇▇ their agreement to perform the transactions contemplated hereby, Paxs▇▇ ▇▇▇munications Corporation, a Florida corporation ("PCC"), hereby guarantees Buyer's full, complete and timely performance of and compliance with all of its covenants, agreements and obligations set forth herein and in the Construction and Lease Agreement and Time Brokerage Agreement. PCC agrees that no formal change, amendment, modification or waiver of any term or condition hereof or thereof, no extension in whole or in part of the time for the performance by Buyer of any of its obligations hereunder or thereunder, and no settlement, compromise, release, surrender, modification or impairment of, or exercise or failure to exercise any claim, right or remedy of any kind or nature in connection herewith or therewith, shall affect, impair or discharge, in whole or in part, the liability of PCC for the full prompt and unconditional performance of the obligations of Buyer under this Agreement or the Construction and Lease Agreement or Time Brokerage Agreement.
PCC Guaranty. In consideration of the execution and delivery of this Agreement by Seller and its agreement to perform the transactions contemplated hereby, Paxs▇▇ ▇▇▇munications Corporation, a Florida corporation ("PCC"), the parent of the Buyer, hereby guarantees Buyer's full, complete and timely performance of and compliance with all of its covenants, agreements and obligations set forth herein and in this Agreement and Time Brokerage Agreement. PCC agrees that no formal change, amendment, modification or waiver of any term or condition hereof or thereof, no extension in whole or in part of the time for the performance by Buyer of any of its obligations hereunder or thereunder, and no settlement, compromise, release, surrender, modification or impairment of, or exercise or failure to exercise any claim, right or remedy of any kind or nature in connection herewith or therewith, shall affect, impair or discharge, in whole or in part, the liability of PCC for the full and prompt and unconditional performance of the obligations of Buyer under this Agreement. The obligations of PCC hereunder are absolute and unconditional, irrespective of any circumstance which might otherwise constitute a legal or equitable discharge of a surety or guarantor. The liability of PCC hereunder shall be direct and not conditional or contingent upon the pursuit of any remedies against Buyer. Seller may at its option proceed in the first instance against PCC to collect any obligation hereunder without first proceeding against Buyer. The guarantee of PCC hereunder shall be deemed a continuing guarantee, and the above consent and waiver of PCC shall remain in full force and effect until the obligations of Buyer under this Agreement are fully paid and discharged.
PCC Guaranty. 33 - iv - 6 INDEX TO SCHEDULES ------------------ Schedule 2.2 - Excluded Assets Schedule 3.3 - Consents Schedule 3.4 - Licenses Schedule 3.5 - Real Property Schedule 3.6 - Tangible Personal Property Schedule 3.7 - Contracts Schedule 3.9 - Intangibles Schedule 3.10 - Financial Statements Schedule 3.11 - Insurance Schedule 3.13 - Personnel Schedule 6.12 - Noncompetition Agreement Schedule 8.2(h) - Seller's Opinion Schedule 8.3(d) - Buyer's Opinion Schedule 9.4 - Escrow Agreement ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT is dated as of the 30th day of April, 1997, by and between Paxs▇▇ ▇▇▇munications of Green Bay-14, Inc., a Florida corporation ("Buyer"), and VCY America, Inc., a non-stock, not-for-profit Wisconsin corporation ("Seller").