Guarantee by Guarantor. The Guarantor hereby irrevocably, absolutely and unconditionally guarantees, as a primary obligation and not as a surety, to the Sellers the payment and performance of the obligations of the Buyer under this Agreement (in each case, subject to all limitations, qualifications, terms and conditions of the Buyer’s obligations set forth herein), including, for the avoidance of doubt, any obligations of the Buyer under Section 11.3 of this Agreement. This guaranty is an absolute, unconditional and continuing guaranty of payment and performance and not of collectability, irrespective of the validity, legality or enforceability of this Agreement or any other document or instrument contemplated hereby. The Guarantor waives promptness, diligence, presentment, demand, protest, notice of acceptance, notice of any obligations incurred and all other notices of any kind, all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect, any right to require the marshalling of assets of the Guarantor, any of its Affiliates or any other entity or other Person primarily or secondarily liable with respect to any of the guaranteed obligations, and all suretyship defenses generally. If any payment in respect of any of the guaranteed obligations is rescinded after receipt by the Sellers, the guaranty hereunder shall be automatically reinstated as if no such payment had ever been made. The Guarantor agrees that the Sellers shall not be required to prosecute collection, enforcement or other remedies against the Guarantor or to enforce or resort to any rights or remedies pertaining thereto, before calling on the Guarantor for payment or performance. The Guarantor hereby waives any and all notice of the creation, renewal, extension or accrual of the obligations of the Guarantor set forth in this Agreement and notice of or proof of reliance by the Sellers upon this Section 11.11 or acceptance of this Section 11.11. The guaranty provided by the Guarantor pursuant to this Section 11.11 is an unconditional guarantee of payment and not of collection and is in no way conditioned upon any requirement that the Buyer or any other Person first attempt to collect any amounts from any Seller or resort to any security or other means of collecting payments required to be made by the Sellers hereunder. The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by th...
Guarantee by Guarantor. Subject to Section 1.07 hereof, each of the Guarantors, on a several basis, hereby unconditionally, irrevocably, and absolutely guarantees to Investor (i) the due and punctual payment and collectibility of the principal of, and the premium, if any, and interest (including interest accruing on or after the filing of any petition in bankruptcy or reorganization, whether or not a claim for post-filing interest is allowed in such proceeding) on, all obligations of Borrower under the Note, when and as the same shall become due and payable, whether at maturity of such obligations, by acceleration, or otherwise, (ii) the due and punctual payment and collectibility of interest on the overdue principal of, and premium and interest, if any, on, all obligations of Borrower under the Note, to the extent lawful, (iii) the due and punctual performance of all of the covenants, agreements, and other obligations of Borrower to Investor in accordance with the terms of the Note, and (iv) in the case of any extension of time of payment or renewal of any of the obligations of Borrower under the Note, that the same will be promptly paid in full when due or performed in accordance with the terms of such extension or renewal, at stated maturity, by acceleration, or otherwise.
Guarantee by Guarantor. (a ) Guarantor represents and warrants to the Company as follows:
(i) Guarantor is a corporation duly organized, validly existing and in good standing under the Laws of Delaware. Guarantor has all requisite power to own, lease and operate its properties and to carry on its business as currently conducted.
(ii) Guarantor has the requisite corporate power and authority to enter into this Agreement and to perform its obligations under this Section 11.15. The execution and delivery by Guarantor of this Agreement and the performance by Guarantor of its obligations under this Agreement have been duly authorized by all necessary corporate action on the part of Guarantor, and no other corporate proceedings on the part of Guarantor are necessary to authorize the execution and delivery by Guarantor of this Agreement or the performance by Guarantor of its obligations under this Agreement in accordance with its terms. This Agreement has been duly executed and delivered by Guarantor and, assuming the due authorization, execution and delivery by the Company, constitutes the valid and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms except as such enforceability may be subject to (A) the Laws of general application relation to bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally and (B) general principles of equity.
(iii) Guarantor has sufficient assets to perform its obligations under this Section 11.15.
Guarantee by Guarantor. 13.1 The Guarantor, as primary obligor, unconditionally and irrevocably guarantees, by way of continuing guarantee to the Sellers the payment and performance by the Purchaser, when due, of all amounts and obligations under this Agreement and the other Transaction Documents. This guarantee shall remain in full force and effect until all such amounts and obligations have been irrevocably paid and discharged in full.
13.2 The Guarantor’s obligations under this Clause 14:
a. constitute direct, primary and unconditional obligations to pay on demand by the Sellers any sum which the Purchaser is liable to pay under this Agreement or any other Transaction Document and to perform on demand any obligation of the Purchaser under this Agreement or any other Transaction Document without requiring the Sellers to first take any steps against the Purchaser or any other person; and b. shall not be affected by any matter or thing which but for this provision might operate to affect or prejudice those obligations, including:
1. any time or indulgence granted to, or composition with, the Purchaser or any other person; or
2. the taking, variation, renewal or release of, or refusal or neglect to perfect or enforce, any right, remedy or security against the Purchaser or any other person; or
3. any legal limitation, disability or other circumstance relating to the Purchaser or any unenforceability or invalidity of any obligation of the Purchaser under this Agreement or any other Transaction Document.
13.3 Any agreement, waiver, consent or release given by the Purchaser shall bind the Guarantor and in references to the “Parties” the Purchaser and the Guarantor shall be treated as being a single party.
Guarantee by Guarantor. Guarantor hereby unconditionally and irrevocably guarantees the payment and performance of Imagine under the Put/Call option, including without limitation the timely payment of the Purchase Price, including any increase in the Purchase Price following default and collection expenses. Imagine and Guarantor agree that if the Put or Call is exercised, payment of the Purchase Price shall be made in full without offset, deduction, setoff or defense of any kind or nature whatsoever, and the entire Purchase Price must be paid in cash.
Guarantee by Guarantor. The Guarantor hereby guarantees that it shall provide sufficient financing or equity contribution to the Acquiror Parent or the Acquiror for purposes of the payment in full of the aggregate cash Consideration in accordance with Section 2.6 of this Agreement, if and to the extent that such Consideration is due in accordance with the terms and conditions of this Agreement. This guarantee shall be a continuing and irrevocable guarantee. Without limitation, the obligations under this guarantee shall not be released or discharged or affected by the bankruptcy, insolvency, dissolution or winding-up of the Acquiror or the Acquiror Parent. The Guarantor hereby waives any right to require Opta Minerals to exhaust any action or recourse against the Acquiror or the Acquiror Parent before requiring performance by the Guarantor pursuant to this guarantee.
Guarantee by Guarantor. 14.1 The Guarantor, as primary obligor, unconditionally and irrevocably guarantees, by way of continuing guarantee to the Sellers the payment and performance by the Purchaser, when due, of all amounts and obligations under this Agreement. This guarantee shall remain in full force and effect until all such amounts and obligations have been paid and discharged in full.
14.2 The Guarantor’s obligations under this Clause 14:
(a) constitute direct, primary and unconditional obligations to pay, following any obligation of the Purchaser’s under this Agreement having become due and remaining outstanding for a period of five (5) Business Days after notification by the Sellers to the Purchaser of same, on first demand and within five Business Days of first demand by the Sellers any sum which the Purchaser is liable to pay under this Agreement or any other Transaction Document and to perform within five Business Days of first demand any obligation of the Purchaser under this Agreement or any other Transaction Document without requiring any of the Sellers to first take any further steps against the Purchaser or any other person, as if it were the principal obligor in respect of such payment or obligation; and
(b) shall not be affected by any matter or thing which but for this provision might operate to affect or prejudice those obligations, including:
(i) any amendment of this Agreement; or
(ii) the taking, variation, renewal or release of, or refusal or neglect to perfect or enforce, any right, remedy or security against the Purchaser or any other person; or
(iii) any legal limitation, disability or other circumstance relating to the Purchaser or any unenforceability or invalidity of any obligation of the Purchaser under this Agreement or any other Transaction Document.
14.3 Any agreement, waiver, consent or release given by the Purchaser shall bind the Guarantor.
Guarantee by Guarantor. The Company covenants that it will cause any Subsidiary to execute and deliver to the holders of Securities such appropriate documents, including this Agreement and the Guarantee, upon becoming a Subsidiary of the Company to become a Guarantor under this Agreement and the Guarantee.
Guarantee by Guarantor. The Guarantor hereby irrevocably guarantees for a period of twelve (12) months after the Closing Date (i) the due and punctual payment in full when due of any and all sums, whether fees, expenses, indemnities or other amounts payable by Buyer, pursuant to or arising under, out of or in connection with this Agreement, and (ii) the prompt and complete performance by Buyer of all other terms and provisions of this Agreement (the obligations to pay all such sums and perform all such terms and provisions are hereafter collectively referred to as the “Buyer’s Guaranteed Obligations”). A notice to the Guarantor for Buyer’s failure in performance of the Guaranteed Obligations shall be deemed sufficient that the Guarantor must perform the Guaranteed Obligations. Except for such notice, the Guarantor waives all other rights to other notice, presentment, demand and protest and any right to require Seller to proceed against Buyer or to pursue or exhaust any remedy in respect of the Guaranteed Obligations against Buyer or any other person or entity.
Guarantee by Guarantor. 1.3.1 In addition to the Bank Guarantee supplied by Assignee pursuant to Section 1.2, Guarantor irrevocably and unconditionally:
(a) guarantees to the Landlord punctual performance by the Assignee of all the Assignee’s obligations under the Lease Agreement; and
(b) undertakes with the Landlord that, whenever the Assignee does not pay any amount when due under or in connection with the Lease Agreement, the Guarantor shall immediately on demand pay that amount as if the Guarantor was the first obligor.
