Buyer Guaranty Sample Clauses

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. The Buyer Guaranty shall be in full force and effect.

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. 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. 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. 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. 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.

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. Article 1

Buyer Guaranty. The Buyer Guaranty is a legal, valid and binding obligation of the Buyer Guarantor. Buyer represents and warrants that all funds paid to the Seller shall not have been derived from, or constitute, either directly or indirectly, the proceeds of any criminal activity under the anti-money laundering laws of the United States.