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”).
(b) Silgan covenants and agrees that if at any time any Buyer defaults in the payment of any Buyer Obligation, Silgan shall promptly, upon notice from Seller, pay, or cause the payment of, such Buyer Obligation.
(c) The obligations of Silgan under this Section 9.1 are absolute and unconditional, present and continuing, and shall not be affected, modified, impaired or prejudiced upon the happening from time to time of any one or more of the following events:
(i) the extension of time for payment of any amounts due or of the time for performance of any of the Buyer Obligations;
(ii) the modification or amendment (whether material or otherwise) of any of the Buyer Obligations;
(iii) the failure, omission, delay or lack on the part of Seller to enforce, ascertain or exercise any right, power or remedy under or pursuant to the terms of this Agreement or any other document contemplated by this Agreement
(iv) the fact that Silgan may at any time in the future dispose of all or any part of its interest in any Buyer; or
(v) the bankruptcy, insolvency, winding up, dissolution, liquidation, administration, reorganization or other similar or dissimilar failure or financial disability of any Buyer.
(d) Silgan irrevocably and absolutely waives any and all right of subrogation, contribution, indemnification, reimbursement or similar rights against each Buyer with respect to the guaranty provided in this Section 9.1, whether such rights arise under an express or implied Contract or by operation of Law, it being the intention of Silgan and Seller that Silgan shall not be deemed to be a “creditor” (as defined in Section 101 of the U.S. Bankruptcy Code or any other applicable Law) of any Buyer by reason of the existence of this Agreement in the event that such Buyer becomes a debtor in an...
Buyer Guarantee. 29.1 The Buyer Guarantor as primary obligor unconditionally and irrevocably:
(a) guarantees by way of continuing guarantee to the Seller the due and punctual performance by the Buyer and its Related Persons of their respective obligations under or pursuant to this Agreement and each other Transaction Agreement;
(b) agrees that if and each time that the Buyer or any of its Related Persons fails to make any payment when it is due under or pursuant to this Agreement or any other Transaction Agreement, the Buyer Guarantor shall on demand (without requiring the Seller first to take steps against the Buyer or any other person) pay that amount to the Seller.
29.2 Each payment to be made by the Buyer Guarantor under this clause shall be made in the currency in which the relevant amount is payable by the Buyer, free and clear of all deductions or withholdings of any kind.
29.3 The Buyer Guarantor’s obligations under this clause shall not be affected by any matter or thing which but for this provision might operate to affect or prejudice those obligations, including without limitation:
(a) any time or indulgence granted to, or composition with, the Buyer or any other person;
(b) the taking, variation, renewal or release of, or neglect to perfect or enforce this Agreement, any other Transaction Agreement or any right, guarantee, remedy or security from or against the Buyer or any other person; or
(c) any unenforceability or invalidity of any obligation of the Buyer, so that this clause shall be construed as if there were no such unenforceability or invalidity.
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. 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.
9.11.2. Company Buyer has delivered to Sellers an equity commitment letter, dated the date hereof, and the affiliated parent(s) of Company Buyer’s obligations shall be limited to those set forth in such equity commitment letter.
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.
Buyer Guarantee. Buyer unconditionally undertakes and guarantees the --------------- performance of all obligations of Buyer Sub under this Agreement (and of all obligations of any direct or indirect subsidiary corporation or company to which any rights are assigned pursuant to Section 77
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).
(b) If the Buyer fails to perform the Buyer Guaranteed Obligations in full and on time, the Buyer Guarantor agrees to comply with the Buyer Guaranteed Obligations on demand from the Seller. A demand may be made whether or not the Seller has made demand on the Buyer.
Buyer Guarantee. (a) Buyer hereby unconditionally and irrevocably guarantees to Seller, and covenants and agrees to be jointly and severally liable with each Affiliate of Buyer that is a Buyer Party (“Buyer Affiliate”) as principal obligor for, the due and punctual payment and performance of all of each Buyer Party’s covenants, duties and obligations under or relating to this Agreement when and if such covenants, duties and obligations shall become due and performable in accordance with the terms of this Agreement.
Buyer Guarantee. (a) At or prior to the Closing, Buyer shall deliver to Seller an unconditional and irrevocable guarantee of TotalEnergies Holdings USA, Inc., a Delaware corporation (“Buyer Guarantor”), in favor of Seller guaranteeing the due, prompt and full payment of an amount equal to the Purchase Price plus Incremental Purchase Price (assuming the enactment of a Level 2 ITC Extension after the date hereof but prior to the Closing) pursuant to Section 2.02 in form and substance reasonably satisfactory to Seller (the “Buyer Guarantee”).
(b) Following the Closing until the earlier of the expiration of Buyer’s indemnifications obligations under Section 9.03 or receipt of the guarantee described in this sentence, Buyer shall use commercially reasonable efforts to obtain a guarantee by Buyer Guarantor in favor of Seller with respect to the due, prompt and full payment of any indemnification obligations of Buyer, if and when any amount may become due and payable by Buyer under Article IX.
(c) Following the Closing until the twelve (12) month anniversary of the Closing Date, to the extent a third party that is party to a Material Contract set forth on Schedule 3.04 requires a guarantee by Buyer Guarantor in favor of such third party with respect to the due, prompt and full performance of the Assumed Liabilities thereunder, Buyer shall use commercially reasonable efforts to deliver such guarantee.
Buyer Guarantee. Buyer agrees to take all action necessary to cause Merger Sub and the Surviving Corporation, as applicable, to perform all of its respective agreements, covenants and obligations under this Agreement on a timely basis. Buyer unconditionally guarantees to the Company the full and complete performance by each of Merger Sub and the Surviving Corporation, as applicable, of its respective obligations under this Agreement and shall be liable for any breach of any representation, warranty, covenant or obligation of Merger Sub or the Surviving Corporation, as applicable, under this Agreement. Buyer hereby waives diligence, presentment, demand of performance, filing of any claim, any right to require any proceeding first against Merger Sub and/or the Surviving Corporation, protest, notice and all demands whatsoever in connection with the performance of its obligations set forth in this Section 10.15 or elsewhere in this Agreement.
