Common use of Buyer Guarantee Clause in Contracts

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 does hereby covenant and agree that it shall cause Buyer to comply with all of its obligations under this Agreement. In such regardabsolutely, Buyer Guarantor unconditionally and irrevocably guarantees to Seller and agrees to jointly and severally liable with the Buyer forCompany the due, the due full and punctual payment and performance of all covenants, obligations, covenants liabilities and indemnities agreements of Buyer hereunder (the Buyer arising under this Agreement“Guaranteed Obligations”), upon subject to the terms and subject conditions hereunder. If, for any reason whatsoever, Buyer fails or is unable to duly, punctually and fully pay or perform the conditions Guaranteed Obligations, Buyer Guarantor will forthwith pay in lawful currency of this Agreementthe United States, or perform or cause to be performed, the Guaranteed Obligations. The liability foregoing obligation of Buyer Guarantor under this section will constitutes a continuing guarantee of payment and performance (not of collection), and is and shall be for the full amount of the obligations without apportionment, limitation or restriction of any kind, will be continuing, absolute and unconditional under any and will not be affected by any applicable lawall circumstances, or any other act, delay, abstention or omission to act of any kind by the Seller or any other person, that including circumstances which might otherwise constitute a legal or equitable defence to discharge of a guarantor or a dischargesurety and including any amendment, limitation extension, modification or reduction waiver of any of the Guaranteed Obligations or any insolvency, bankruptcy, liquidation or dissolution of Buyer Guarantor's obligations under or any assignment thereby. Buyer Guarantor hereby irrevocably waives (to the fullest extent permitted by applicable Law) notice of acceptance of this section. The guaranty and notice of any liability to which it may apply, and waives promptness, diligence, presentment, demand or payment, protest, notice of dishonor or nonpayment, suit, filing objections with a court, any right to require proceeding first against Buyer (including initiating a Proceeding against Buyer), any right to require the prior disposition of the assets of Buyer Guarantor under this section will not be released, discharged, limited or in to meet any way affected by anything done, suffered, permitted or omitted to be done by the Seller of its obligations hereunder or the Buyer in connection with any duties, obligations or liabilities taking 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 by Seller and the Group Companies and all demands whatsoever. The guaranty set forth in this Section 10.20(a) will remain in full force and effect, and will be binding upon Buyer Guarantor under this sectionGuarantor, until all of the Guaranteed Obligations have been satisfied.

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 does hereby covenant and agree that it shall cause Buyer to comply with all of its obligations under this Agreement. In such regardabsolutely, Buyer Guarantor unconditionally and irrevocably guarantees guarantee to Seller (i) the full, complete and agrees timely payment, subject to jointly the terms and severally liable with the conditions hereof, by Buyer forof each and every payment obligation of Buyer, without any set off, restriction, condition or deduction for or on account of any counterclaim; and (ii) the due and punctual performance and observance by Buyer of all of Buyer’s obligations, covenants commitments and indemnities of undertakings hereunder. If Buyer shall default for any reason whatsoever on any such payment or performance obligations, then Buyer Guarantor shall unconditionally perform or cause to be performed and satisfy or cause to be satisfied the performance or payment obligations immediately upon notice from Seller specifying the default so that the same benefits shall be conferred on Seller as would have been received if such performance or payment obligations had been duly performed and satisfied by Buyer. Seller shall not be required to initiate legal proceedings against Buyer arising under this Agreement, upon or any other Person prior to or contemporaneously with proceeding against Buyer Guarantor. Subject to the terms and subject conditions hereof, Buyer Guarantor waives (i) any and all legal and equitable defenses available to the conditions a guarantor (other than payment in full by Buyer) and (ii) promptness, diligence, presentment, demand of payment, protest, order and any notices hereunder, including any notice of any amendment of this AgreementAgreement or waiver or other similar action granted pursuant to this Agreement and any notice of acceptance. The liability guarantee set forth in this Section 9.16 shall be deemed a continuing guarantee and shall remain in full force and effect until the satisfaction in full of all payment and performance obligations of Buyer Guarantor under this section will be for hereunder, notwithstanding the full amount winding-up, liquidation, dissolution, merger or other incapacity or other restructuring 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, Buyer or any other actchange in the status, delay, abstention control or omission to act ownership 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 sectionBuyer. The liability guarantee set forth in this Section 9.16 is a primary guarantee of Buyer Guarantor under this section will payment and 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 just 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 sectioncollection.

Buyer Guarantee. Buyer Guarantor does hereby covenant absolutely and agree unconditionally guarantees (except for any conditions contained in this Section 11.19) the payment and performance when due of all obligations, liabilities and indebtedness of any kind, nature and description of Buyer under this Agreement and any other agreements contemplated hereby (the “Buyer Obligations”). The Buyer Obligations may be enforced by Parent and/or Company against Buyer Guarantor without any requirement that it shall cause Parent and/or Company first exercise their rights against Buyer. In determining when payment, performance or discharge of obligation by Buyer Guarantor is due, and the amount thereof, Buyer Guarantor may assert any defenses or limitations to comply with all of its obligations such payment, performance or discharge, and any rights, remedies, counterclaims, reductions and setoffs that Buyer Guarantor or Buyer may have 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 ’s obligations under this section. The liability of Buyer Guarantor under this section will Section 11.19 shall remain in full force and effect without regard to, and shall not be released, discharged, limited or in any way affected by anything doneby, suffered, permitted any circumstance or omitted to condition whatsoever (whether or not Buyer Guarantor shall have any knowledge thereof) except as may be done by expressly set forth herein. Buyer Guarantor hereby waives each of the Seller or the Buyer in connection with any duties, obligations or liabilities following: (i) notice of acceptance of the Buyer Obligations or of the existence or creation of all or any of the Buyer Obligations; (ii) presentment, demand, protest or notice of dishonor, nonpayment or other default with respect to any of the Buyer Obligations and all other notices whatsoever (except for notices to be provided to Buyer, Buyer Guarantor and its counsel in accordance with this Agreement or applicable Law); (iii) any requirement that Parent and/or Company institute suit or otherwise exhaust its rights or remedies against Buyer or against any other Person prior to enforcing any rights they have hereunder or otherwise against Buyer Guarantor; and (iv) all suretyship defenses generally (other than defenses to the payment of the obligations that are available to Buyer Guarantor or Buyer under this Agreement). Nothing contained in this Section 11.19 shall limit Buyer Guarantor’s ability to assert as a defense to any claim any defense that would be available to Buyer if the claim were asserted directly against Buyer. This Agreement has been duly executed and delivered by Buyer Guarantor, and, assuming this Agreement constitutes the valid and binding obligation of the other parties hereto, this Section 11.19 constitutes the valid and binding obligation of Buyer Guarantor, enforceable against Buyer Guarantor in accordance with its terms, subject, as to enforcement, 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 sectionBankruptcy and Equity Exception.

Buyer Guarantee. LDC hereby absolutely and unconditionally guarantees (except for any conditions contained in this Section 12.18) the payment and performance when due of all obligations, liabilities and indebtedness of any kind, nature and description of Buyer Guarantor does and its Affiliates arising out of or in connection with a Third-Party Claim as contemplated hereby covenant (collectively, the “Third-Party Obligations”). The Third-Party Obligations may be enforced by Seller against LDC without any requirement that Seller first exercise its rights against Buyer. In determining when payment, performance or discharge of obligations by LDC are due, and agree the amount thereof, LDC may assert any defenses or limitations to any such payment, performance or discharge, and any rights, remedies, counterclaims, reductions and setoffs that it shall cause LDC or Buyer to comply with all of its obligations may have 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 LDC’s obligations under this section. The liability of Buyer Guarantor under this section will Section 12.18 shall remain in full force and effect without regard to, and shall not be released, discharged, limited or in any way affected by anything doneby, sufferedany circumstance or condition whatsoever (whether or not LDC shall have any knowledge thereof) except as may be expressly set forth herein. LDC hereby waives each of the following: (i) notice of acceptance of the Third-Party Obligations or of the existence or creation of all or any of the Third-Party Obligations; (ii) presentment, permitted demand, protest or omitted notice of dishonor, nonpayment or other default with respect to any of the Third-Party Obligations and all other notices whatsoever (except for notices to be done by provided to Buyer, LDC and its counsel in accordance with this Agreement or applicable Law); (iii) any requirement that Seller institute suit or otherwise exhaust their rights or remedies against Buyer or against any other Person prior to enforcing any rights they have hereunder or otherwise against LDC; and (iv) all suretyship defenses generally (other than defenses to the Seller or the Buyer in connection with any duties, obligations or liabilities payment of the Buyer obligations that are available to LDC or Buyer Guarantor under this Agreement). Nothing contained in this Section 12.18 shall limit LDC’s ability to assert as a defense to any claim any defense that would be available to Buyer if the claim were asserted directly against Buyer. This Agreement has been duly executed and delivered by LDC, and, assuming this Agreement constitutes the valid and binding obligation of the other Parties hereto and LDC, this Section 12.18 constitutes the valid and binding obligation of LDC, enforceable against LDC in accordance with its terms, subject only, as to enforcement, to applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereinafter in effect affecting creditors’ rights generally and general principles of equity. For the avoidance of doubt, notwithstanding anything contained herein to the Seller. The Seller will contrary, LDC is not be bound or obligated guaranteeing the obligation of Buyer to exhaust pay, and shall have no obligation to pay, the Closing Payment at the Closing (other than, for the avoidance of doubt, its recourse against portion of the Buyer or other persons or take any other action before being entitled required equity contributions to demand payment from Buyer Guarantor under this sectionBuyer, including the Initial Capital Injection).