Guarantees Generally. (a) Each Guarantor, as primary obligor and not merely as surety, will jointly and severally, irrevocably, fully and unconditionally Guarantee, on an unsecured senior subordinated basis, the punctual payment when due, whether at Stated Maturity, by acceleration or otherwise, of all monetary obligations of the Company under this Indenture and the Notes, whether for principal of or interest on the Notes, expenses, indemnification or otherwise (all such obligations guaranteed by the Subsidiary Guarantors being herein called the “Subsidiary Guaranteed Obligations”). The obligations of each Guarantor will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including but not limited to any Guarantee by it of any Bank Indebtedness) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under the Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law, or being void or unenforceable under any law relating to insolvency of debtors.
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Sources: Indenture (Adesa California, LLC)
Guarantees Generally. (a) Guarantee of Each Guarantor. Each Guarantor, as primary obligor and not merely as surety, will hereby jointly and severally, irrevocably, irrevocably and fully and unconditionally GuaranteeGuarantees, on an unsecured a senior subordinated secured basis, the punctual payment when due, whether at Stated Maturity, by acceleration or otherwise, of all monetary obligations of the Company under this Indenture and the Notes, whether for principal of or interest on the Notes, expenses, indemnification or otherwise (all such obligations guaranteed by the Subsidiary such Guarantors being herein called the “Subsidiary Guaranteed Obligations”). The obligations of each Guarantor will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including including, but not limited to to, any Guarantee by it of any Bank Credit Facility Indebtedness) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under the Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law, or being void or unenforceable under any law relating to insolvency of debtors.
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Sources: Indenture (Phinia Inc.)
Guarantees Generally. (a) Guarantee of Each Subsidiary Guarantor, if Any. Each Subsidiary Guarantor, if any, as primary obligor and not merely as surety, will jointly and severally, irrevocably, irrevocably and fully and unconditionally Guarantee, on an unsecured a senior subordinated basis, the punctual payment when due, whether at Stated Maturity, by acceleration or otherwise, of all monetary obligations of the Company Issuers under this Indenture and the Notes, whether for principal of or interest on the Notes, expenses, indemnification or otherwise (all such obligations guaranteed by the such Subsidiary Guarantors being herein called the “Subsidiary Guaranteed Obligations”). The obligations of each Guarantor Subsidiary Guarantor, if any, will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor Subsidiary Guarantor, (including but not limited to any Guarantee by it of any Bank IndebtednessObligations under the Credit Facilities) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor Subsidiary Guarantor, if any, in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law, or being void or unenforceable under any law relating to insolvency of debtors.
Appears in 1 contract
Guarantees Generally. (a) Guarantee of Each Subsidiary Guarantor, if any. Each Subsidiary Guarantor, if any, as primary obligor and not merely as surety, will jointly and severally, irrevocably, irrevocably and fully and unconditionally Guarantee, on an unsecured senior subordinated basis, the punctual payment when due, whether at Stated Maturity, by acceleration or otherwise, of all monetary obligations of the Company Issuers under this Indenture and the Notes, whether for principal of or interest on the Notes, expenses, indemnification or otherwise (all such obligations guaranteed by the such Subsidiary Guarantors being herein called the “Subsidiary Guaranteed Obligations”). The obligations of each Guarantor Subsidiary Guarantor, if any, will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including but not limited to any Guarantee by it of any Bank IndebtednessObligations under the Senior ABL Facility) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor Subsidiary Guarantor, if any, in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law, or being void or unenforceable under any law relating to insolvency of debtors.
Appears in 1 contract
Guarantees Generally. (a) Guarantee of Each Subsidiary Guarantor, if any. Each Subsidiary Guarantor, if any, as primary obligor and not merely as surety, will jointly and severally, irrevocably, irrevocably and fully and unconditionally Guarantee, on an unsecured senior subordinated basis, the punctual payment when due, whether at Stated Maturity, by acceleration or otherwise, of all monetary obligations of the Company Issuers under this Indenture and the Notes, whether for principal of or interest on the Notes, expenses, indemnification or otherwise (all such obligations guaranteed by the such Subsidiary Guarantors being herein called the “Subsidiary Guaranteed Obligations”). The obligations of each Guarantor Subsidiary Guarantor, if any, will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including but not limited to any Guarantee by it of any Bank IndebtednessObligations under the Credit Facilities) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor Subsidiary Guarantor, if any, in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law, or being void or unenforceable under any law relating to insolvency of debtors.
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