Buyer Guaranty. (a) Buyer hereby absolutely and unconditionally guarantees the timely performance and observance by BuyerSub of all its obligations to be performed or observed, and all of its liabilities, under this Agreement (such obligations, the “Guaranteed Obligations”).
(b) This guarantee by Buyer is an absolute, unconditional, continuing and irrevocable guaranty by Buyer of all Guaranteed Obligations now or hereafter existing, is in no way conditioned upon any requirement that any member of the Seller Group first attempt to collect or enforce any of the Guaranteed Obligations from Buyer or upon any other condition or contingency whatsoever and shall remain in full force and effect until all Guaranteed Obligations are indefeasibly performed in full and paid in cash. Buyer hereby waives presentment, protest, notice, dishonor or default, demand for payment and any other notices to which Buyer might otherwise be entitled and any legal or equitable defenses to the enforcement of this guarantee.
Buyer Guaranty. The Buyer Guaranty shall be in full force and effect.
Buyer Guaranty. (a) The Buyer Guarantors, jointly and severally, hereby unconditionally, absolutely, and irrevocably guaranty to the Seller the full and punctual performance of and compliance with all covenants, agreements and other obligations of Buyer, now or hereafter existing, under this Agreement and each of the Ancillary Documents, including the due and prompt performance of all covenants, agreements, obligations and other Liabilities of the Buyer under or in respect of this Agreement and the other Transaction Documents (as now or hereafter in existence, the “Obligations”). The guaranty set forth in this Section 10.6 is an absolute, present, primary, unconditional and continuing guaranty of performance, payment and compliance and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by any of the following: (a) any modification, amendment, restatement, waiver or rescission of, or any consent to the departure from, any of the terms of this Agreement approved by the Seller; (b) except as expressly stated herein, any exercise or non-exercise by Buyer of any right or privilege under this Agreement or any notice of such exercise on non-exercise; (c) any extension, renewal, settlement, compromise, waiver or release in respect of any Obligation, by operation of law or otherwise, to the extent approved by or applicable to the Seller, or any assignment of any Obligation by Buyer; (d) any change in the corporate existence, structure or ownership of the Seller; (e) any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Seller or its assets or any resulting release or discharge of any Obligation; (f) the existence of any defense, set-off or other rights (other than a defense of payment or performance) that Buyer Guarantor may have at any time against the Seller, whether in connection herewith or any unrelated transactions; or (g) any other act or failure to act or delay of any kind of Seller or, prior to the Closing, the Company. This Section 10.6 shall continue to be effective, or be automatically reinstated, as the case may be, if at any time payment or performance, or any part thereof, of any of the Obligations is rescinded or must otherwise be restored, returned or rejected by Buyer for any reason. Buyer Guarantor hereby waives any and all defenses to enforcement of the guaranty set forth in this Section 10.6, now existing or hereafter arising, which may be available to guarantors, sureties a...
Buyer Guaranty. Within five Business Days after the Execution Date, Buyer shall cause Buyer Guarantor to file necessary approvals with the Bank of Korea for Guarantor’s execution, delivery and performance of the Buyer Guaranty.
Buyer Guaranty. Huntsman Corporation, a Delaware corporation (“Buyer Guarantor”) irrevocably guarantees each obligation of Buyer, and the full and timely performance by Buyer of its obligations, in each case, under the provisions of this Agreement and the Ancillary Documents. This is a guarantee of payment and performance, and Buyer Guarantor acknowledges and agrees that this guarantee is full and unconditional, and no release or extinguishment of Buyer’s liabilities and obligations (other than in accordance with the terms of this Agreement or the Ancillary Documents, as applicable), whether by decree in any bankruptcy proceeding or otherwise, will affect the continuing validity and enforceability of this guarantee. Buyer Guarantor hereby waives, for the benefit of Parent, (i) any right to require Parent, as a condition of payment or performance of Buyer Guarantor, to proceed against Buyer or pursue any other remedies whatsoever and (ii) to the fullest extent permitted by Legal Requirements, any defenses or benefits that may be derived from or afforded by Legal Requirements that limit the liability of or exonerate guarantors or sureties, except to the extent that any such defense is available to Buyer under this Agreement. Buyer Guarantor understands that Parent is relying on this guarantee in entering into this Agreement. The representations and warranties set forth in Section 3.2(a) shall apply mutatis mutandis to Buyer Guarantor as if it was the Buyer referred to therein.
Buyer Guaranty. On the Effective Date, Buyer and Buyer Guarantor shall provide Oronite and the Local Sellers with a guaranty from Buyer Guarantor, in a form acceptable to Oronite and the Local Sellers’ Representative (the “Buyer Guaranty”), which shall be substantially in the form set out in Exhibit M.
Buyer Guaranty. (a) Buyer Guarantor hereby unconditionally and irrevocably guarantees, as a principal and not as a surety, to Seller the prompt and full performance and payment of Buyer’s obligations under this Agreement (the “Buyer Obligations”), and Seller hereby agrees and acknowledges that Buyer Guarantor is a signatory to this Agreement solely for such purpose. Seller may seek remedies directly from Buyer Guarantor with respect to the Buyer Obligations without first exhausting its remedies against Buyer. The liability of Buyer Guarantor hereunder is, in all cases, subject to all defenses, setoffs and counterclaims available to Buyer with respect to performance or payment of the Buyer Obligations. Buyer Guarantor waives presentment, demand and any other notice with respect to any of the Buyer Obligations and any defenses that Buyer Guarantor may have with respect to any of the Buyer Obligations other than as set forth in the immediately preceding sentence. Notwithstanding anything to the contrary contained herein, the guarantee set forth in this Section 10.14 shall terminate and be of no further force or effect upon the earlier to occur of (i) the Closing and (ii) termination of this Agreement pursuant to Section 9.01, except that the obligations of Buyer Guarantor shall terminate thirty (30) days following the termination of this Agreement pursuant to Section 9.01(d) (unless a Claim is made hereunder prior to the end of such thirty (30) day period, in which case the obligations pursuant to this Section 10.14 shall terminate upon the resolution of such Claim).
(b) For purposes of Sections 10.01 through 10.10, Buyer Guarantor shall be deemed to be a Party.
(c) Notwithstanding anything to the contrary contained herein, Buyer Guarantor’s aggregate obligations pursuant to this Section 10.14 shall not exceed the Purchase Price.
Buyer Guaranty. Buyer has delivered to Seller the Buyer Guaranty from Buyer Guarantor in favor of Seller dated as of the Execution Date. Buyer Guaranty is in full force and effect and constitutes the legal, valid and binding obligation of the Buyer Guarantor, enforceable in accordance with its terms and has not been amended, withdrawn or rescinded in any respect. No event has occurred which, with or without notice, lapse of time or both, would constitute a default on the part of Buyer Guarantor under the Buyer Guaranty.
Buyer Guaranty. (a) Buyer Guarantor hereby guarantees unconditionally and as a primary obligation, for the benefit of Sellers, the due payment and performance by Buyer of its obligations under this Agreement, including any payment obligations that have become due and payable, subject to the terms and conditions of this Agreement (collectively, the “Buyer Guaranteed Obligations”). Buyer Guarantor is guaranteeing the Buyer Guaranteed Obligations as primary obligor and not merely as surety. If, for any reason whatsoever, Buyer shall fail to duly, punctually and fully pay or perform the Buyer Guaranteed Obligations, Buyer Guarantor will forthwith pay and cause to be paid in dollars, with respect to payment obligations, or perform or cause to be performed, with respect to performance obligations, the Buyer Guaranteed Obligations. Buyer Guarantor hereby irrevocably waives diligence, presentment, demand of payment, filing objections with a court, any right to require proceeding first against Buyer or any of its other Affiliates, any right to require the prior disposition of the assets of Buyer or any of its other Affiliates to meet their respective obligations, lack of validity or the unenforceability of this guaranty of the Buyer Guaranteed Obligations, any rights to set-offs, recoupments and counterclaims (except to the extent Buyer or its Affiliates is entitled to such rights pursuant to the express terms of this Agreement, which rights result in a reduction of the Buyer Guaranteed Obligations), notice, protest and all similar demands whatsoever. The guaranty contained in this Section 9.17 shall apply regardless of any amendments, modifications, waivers or extensions to this Agreement (but such guaranty shall apply with respect to this Agreement as so amended, modified, waived or extended), whether or not Buyer Guarantor receives notice of the same and Buyer Guarantor waives all need for notice of the same. The guaranty contained in this Section 9.17 is a guaranty of payment and performance and not of collectability.
(b) Buyer Guarantor represents and warrants that (i) it is duly organized, validly existing and in good standing under the laws of Delaware, (ii) it has all requisite power and authority to execute, deliver and perform its obligations under this Section 9.17 and this Agreement has been duly executed and delivered by it and, assuming due authorization, execution and delivery by the other Parties, this Section 9.17 constitutes a valid and binding obligation of Buye...
Buyer Guaranty. Buyer shall cause Inspire to perform each and every covenant and agreement of Inspire from and after the Closing Date as set forth herein when and as due in accordance with the terms hereof, and Buyer hereby guaranties the performance by Inspire of each such covenants and agreements when and as due in accordance with the terms hereof.
