Other Guarantee definition
Examples of Other Guarantee in a sentence
Notwithstanding anything to the contrary contained in this Limited Guarantee or any other document, the obligations of the Guarantors under this Limited Guarantee, on the one hand, and the obligations of each Other Guarantor under the applicable Other Guarantee, on the other hand, shall be several and not joint.
The Guaranteed Party shall not release any Other Guarantor from any obligations under the applicable Other Guarantee or amend or waive any provision of the applicable Other Guarantee unless the Guaranteed Party offers to release the Guarantor under this Limited Guarantee in the same proportion or to amend or waive the provisions of this Limited Guarantee in the same manner.
Notwithstanding the foregoing, if an Event of Default has occurred and is continuing under the Declaration, the rights of the holders of the Common Securities to receive Guarantee Payments under the Common Securities Guarantee or any Other Common Securities Guarantee shall be subordinated to the rights of the holders of the Preferred Securities, to receive payments of all amounts due and owing to such holders under this Preferred Securities Guarantee or any Other Guarantee.
This Guarantee will constitute an unsecured obligation of the Guarantor and will rank (i) subordinate and junior in right of payment to Senior Indebtedness of the Guarantor (as defined in the Indenture), to the same extent and in the same manner that the Convertible Debentures are subordinated to Senior Indebtedness of the Guarantor pursuant to the Indenture, (ii) pari passu with the Convertible Debentures, any Other Debentures and any Other Guarantee, and (iii) senior to the Guarantor’s capital stock.
This Limited Guarantee shall become effective upon the substantially simultaneous signing of the Other Guarantee.
Together with the Consortium Agreement, Merger Agreement, each Other Sponsor Equity Commitment Letter and the Limited Guarantee, each Other Guarantee (as defined in the Limited Guarantee), this letter agreement constitutes the sole agreement, and supersedes all prior agreements, understandings and statements, written or oral, between, the Sponsor or any of its Affiliates, on the one hand, and Holdco or any of its Affiliates, on the other hand, with respect to the transactions contemplated hereby.
The failure by the Other Guarantor to satisfy, or the satisfaction by the Other Guarantor of, its obligations under the Other Guarantee shall not relieve the Guarantor of its obligations hereunder.
For the avoidance of doubt, none of the Guarantor, Parent, Merger Sub, the Other Guarantor, the Other Sponsor or their respective successors and assigns under the Merger Agreement, the Equity Commitment Letter, the Other Equity Commitment Letter, this Limited Guarantee or the Other Guarantee shall be a Non-Recourse Party.
This Preferred Securities Guarantee will constitute an unsecured obligation of the Guarantor and will rank (i) subordinate and junior in right of payment to Senior Indebtedness (as defined in the Indenture), to the same extent and in the same manner that the Debentures are subordinated to Senior Indebtedness pursuant to the Indenture and (ii) pari passu with the Debentures and any Other Guarantee.
Together with the Merger Agreement (including any schedules, exhibits and annexes thereto and any other documents and instruments referred to thereunder), the Interim Investors Agreement, each Other Sponsor Equity Commitment Letter, the Limited Guarantee, each Other Guarantee (as defined in the Limited Guarantee), the Support Agreement, the Rollover Agreement, and the Confidentiality Agreement by and between each of Warburg Pincus Asia LLC, General Atlantic Singapore Fund Pte.