Buyer Guarantee. Buyer Guarantor does hereby covenant and agree that it shall cause Buyer to comply with all of its obligations under this Agreement. In such regard, Buyer Guarantor unconditionally and irrevocably guarantees and agrees to jointly and severally liable with the Buyer for, the due and punctual performance of all obligations, covenants and indemnities of the Buyer arising under this Agreement, upon the terms and subject to the conditions of this Agreement. The liability of Buyer Guarantor under this section will be for the full amount of the obligations without apportionment, limitation or restriction of any kind, will be continuing, absolute and unconditional and will not be affected by any applicable law, or any other act, delay, abstention or omission to act of any kind by the Seller or any other person, that might constitute a legal or equitable defence to or a discharge, limitation or reduction of Buyer Guarantor's obligations under this section. The liability of Buyer Guarantor under this section will not be released, discharged, limited or in any way affected by anything done, suffered, permitted or omitted to be done by the Seller or the Buyer in connection with any duties, obligations or liabilities of the Buyer or Buyer Guarantor or to the Seller. The Seller will not be bound or obligated to exhaust its recourse against the Buyer or other persons or take any other action before being entitled to demand payment from Buyer Guarantor under this section
Buyer Guarantee. (a) Buyer Guarantor hereby irrevocably and unconditionally guarantees to Sellers the prompt and full discharge by Buyer of all of Buyer’s covenants, agreements, obligations and liabilities under this Agreement and the other Transaction Agreements, including the due and punctual payment of all amounts which are or may become due and payable by Buyer hereunder and thereunder when and as the same shall become due and payable (collectively, the “Buyer Obligations”), in accordance with the terms hereof and thereof. Buyer Guarantor acknowledges and agrees that, with respect to all Buyer Obligations to pay money, such guaranty shall be a guaranty of payment and performance and not of collection and shall not be conditioned or contingent upon the pursuit of any remedies against Buyer. If Buyer shall default in the due and punctual performance of any Buyer Obligation, including the full and timely payment of any amount due and payable pursuant to any Buyer Obligation, Buyer Guarantor will forthwith perform or cause to be performed such Buyer Obligation and will forthwith make full payment of any amount due with respect thereto at its sole cost and expense.
Buyer Guarantee. 29.1 The Buyer Guarantor as primary obligor unconditionally and irrevocably:
Buyer Guarantee. (a) Buyer hereby irrevocably, absolutely and unconditionally guarantees (as the primary obligor and not merely as surety) to the Sellers the prompt and full discharge by the Merger Sub of each of the Merger Sub’s covenants, agreements, obligations and liabilities under this Agreement (collectively, the “Merger Sub Obligations”), in accordance with the terms hereof. The Buyer acknowledges and agrees that, with respect to all the Merger Sub Obligations to pay money pursuant to this Agreement, such guaranty shall be a guaranty of payment and performance and not of collection and shall not be conditioned or contingent upon the pursuit of any remedies against Merger Sub. For the avoidance of doubt, the Merger Sub Obligations that are guaranteed by Buyer under this Agreement do not include any of Merger Sub’s covenants, agreements, obligations or liabilities under the Promissory Notes and nothing contained in this Agreement shall be construed to expand Buyer’s limited recourse guarantee of Merger Sub’s covenants, agreements, obligations and liabilities under the Promissory Notes pursuant to the terms thereof.
Buyer Guarantee. (a) The Buyer Guarantor unconditionally and irrevocably guarantees to the Seller the due and punctual performance by the Buyer of all its obligations under this agreement, including each obligation to pay money (the Buyer Guaranteed Obligations).
Buyer Guarantee. 9.11.1. GM guarantees the full and timely performance of all of GM Buyer’s obligations hereunder arising prior to or at the Closing; provided that GM shall have no Liability or responsibility for any obligations of any GM Buyer arising after the Closing. This is a guarantee of payment and performance and not of collection.
Buyer Guarantee. Buyer fully, irrevocably and unconditionally guarantees to Sellers the full, complete and timely compliance with and performance of all agreements, covenants and obligations of Acquisition Co. (the “Acquisition Co. Guaranteed Obligations”) (collectively, the “Buyer Guaranty”). The Acquisition Co. Guaranteed Obligations include Acquisition Co.’s obligation to satisfy all of its indemnification obligations arising in connection with this Agreement and the Ancillary Agreements, in each case, when, and to the extent that, any of the same shall become due and payable or performance of or compliance with any of the same shall be required. The Buyer Guaranty constitutes an irrevocable and continuing guarantee of payment and performance and Buyer shall be liable for any breach of any of the Acquisition Co.
Buyer Guarantee. (a) Silgan hereby guarantees to the Seller Indemnitees the payment in full of all amounts: (i) when due and owing by Buyers under this Agreement and any amendments thereto, including Buyers’ obligations to indemnify the Seller Indemnitees in accordance with ARTICLE 8; (ii) the Buyer Termination Fee if such fee becomes payable pursuant to Section 7.3, subject to the other terms and conditions of this Agreement; and (iii) incurred by any Seller Indemnitee in connection with any Litigation initiated to enforce the provisions of this Section 9.1 to the extent that such Seller Indemnitee is the prevailing party (collectively, the “Buyer Obligations” and each, individually, a “Buyer Obligation”).
Buyer Guarantee. In the event that Buyer designates a Designated Buyer, Buyer hereby unconditionally and absolutely guarantees to Seller the prompt and full payment and performance of all covenants, agreements and other obligations of Buyer hereunder, including Buyer’s indemnification obligations pursuant to Article X. The foregoing guarantee shall be direct, absolute, irrevocable and unconditional and shall not be impaired irrespective of any modification, release, supplement, extension or other change in the terms of all or any of the obligations of Buyer hereunder, including payment of the Purchase Price or for any other reason whatsoever. Buyer hereby waives any requirement of promptness, diligence or notice with respect to the foregoing guaranty and any requirement that Seller exhaust any right or take any action against Buyer in respect of any of their obligations hereunder. The Parties hereto agree that any third party beneficiaries to this Agreement shall be a third party beneficiary of, shall be entitled to rely on and shall be entitled to enforce the provisions of this Section 12.1. - 52 -
Buyer Guarantee. 11.1 In consideration of the Sellers entering into this agreement, the Buyer Guarantor unconditionally and irrevocably guarantees to the Sellers the due and punctual performance, observance and discharge by the Buyer of all the Buyer Obligations.
