Guarantee by Parent. 9.1 In consideration of the Vendors entering into this Agreement, the Parent hereby unconditionally and irrevocably guarantees to the 1st Vendor, the 2nd Vendor, the 3rd Vendor, the 4th Vendor and the 5th Vendor as a principal obligor and not merely as a surety, full due punctual and complete performance by the Purchaser of all its obligations under or arising out of or in connection with this Agreement and undertakes to the Vendors that if and whenever the Purchaser is in default, the Parent will duly and immediately perform such obligations and indemnify and keep indemnified the Vendors against all losses, damages, costs and expenses of whatsoever nature which may be suffered or incurred by the Vendors or any of them by reason of any default or delay on the part of the Purchaser in the performance of the said obligations immediately upon receipt of the demand in writing by any of the Vendors.
9.2 The Parent hereby irrevocably waives any right to require that the Vendors brings proceedings first against the Purchaser.
9.3 The obligations of the Parent hereunder shall continue notwithstanding Completion and this Clause shall remain in force until all obligations of the Purchaser hereby guaranteed have been discharged in full. This Guarantee is in addition to and shall not prejudice or be prejudiced by any other guarantee, indemnity or other security or right against any third party which the Vendors or any of them may have for the due performance of the obligations concerned. This Guarantee will continue to be effective or will be reinstated, as the case may be, if at any time any sum which has become payable to the Vendors or any of them hereunder and has been paid, has to be returned by the Vendors or any of them upon the bankruptcy, liquidation or organization of the Purchaser or otherwise.
9.4 The Parent shall not be exonerated or discharged nor shall its liability be affected by any forbearance, whether as to payment, time, performance or by any variation of this Agreement.
Guarantee by Parent. Parent hereby guarantees the performance of all the obligations of Buyer contained in this Agreement (other than with respect to the assumption of the Assumed Liabilities, other than under the Amended and Restated Credit Agreement, the DIP Financing and the DIP L/C Rollover).
Guarantee by Parent. The Parent hereby absolutely and unconditionally guarantees, as a primary obligor and not merely as a surety, to the fullest extent permitted by law, all the obligations (financial or otherwise) of the Employer under this Agreement. The Parent also waives presentment to, demand of compliance from and protest to the Employer of any of the Employer's obligations under this Agreement.
Guarantee by Parent. The Parent hereby covenants and agrees in favour of CRH to cause the Purchaser and Xxxxx to carry out all of its obligations hereunder and under the Financing Agreements, as applicable. The Parent unconditionally and irrevocably guarantees in favour of CRH the due and punctual performance by the Purchaser and Xxxxx of each of their respective covenants and obligations hereunder, including the obligation to pay the Consideration in accordance with this Agreement, and the accuracy of the representations and warranties of the WELL Parties provided herein. The Parent, Xxxxx and the Purchaser shall be jointly and severally liable to CRH with respect to any breach by the Parent, Xxxxx or Purchaser of its covenants and obligations hereunder or any inaccuracy of the representations and warranties of the WELL Parties provided herein. Additionally, the Parent hereby covenants and agrees in favour of CRH to provide for the issuance of the Parent Shares, Replacement Options and Replacement RSUs in accordance with the terms of this Agreement and the Plan of Arrangement.
Guarantee by Parent. Parent hereby guarantees the payment and performance by Buyer and Spectel Ireland of each and every obligation and agreement of Buyer and Spectel Ireland pursuant to this Agreement.
Guarantee by Parent. Parent hereby guarantees the performance of all obligations of the Purchaser contained in this Agreement (including, without limitation, all payment obligations hereunder).
Guarantee by Parent. The Parent, in addition to its own obligations hereunder, hereby guarantees the payment of the First Tranche, the Second Tranche and the Third Tranche by the Buyer to the Seller and any other performance of obligations of the Buyer under or in connection with this Agreement in the meaning of article 111 CO.
Guarantee by Parent. Parent hereby guarantees the performance of all obligations of the Purchaser contained in this Agreement (including, without limitation, all payment obligations hereunder). This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall be considered one and the same agreement. CENDANT CORPORATION By: /s/ Eric J. Bock --------------------------------------- Name: Eric J. Bock Title: Secretary and Senior Vice Presxxxxx CARDIGAN ACQUISITION CORPORATION By: /s/ Eric J. Bock --------------------------------------- Name: Eric J. Bock Title: Secretary and Senior Vice Presxxxxx SELLERS THE BENNETT FUNDING GROUP, INC. By: Richard C. Breexxx --------------------------------------- Name: Richard C. Breeden Title: Trustee XXXXXXX XXXXXEMENT & DEVELOPMENT CORPORATION By: Xxxxxxd C. Breeden --------------------------------------- Name: Richard C. Breeden Title: Trustee XXXXXXX XXXXXVABLES CORPORATION By: Richard C. Xxxxxxx --------------------------------------- Name: Richard C. Breeden Title: Trustee BENNETT RECEIVABLES CORPORATION II By: Richard X. Xxxxden --------------------------------------- Name: Richard C. Breeden Title: Trustee XXX XXXXXXXXXG CENTER, INC. By: Richard C. Breeden --------------------------------------- Name: Richard C. Breeden Title: Trustee XXXXXX XXXXXXE COMPANY, INC. By: Richard C. Breeden --------------------------------------- Name: Richard C. Breeden Title: Trustee XXXXXXXX XXXXNE INTERNATIONAL, LTD. By: Richard C. Breeden --------------------------------------- Name: Richard C. Breeden Title: Trustee XXXXX XXXXXXX CORPORATION By: Richard C. Breeden --------------------------------------- Name: Richard C. Breeden Title: Trustee EXHIBIT A-2 STOCK PURCHASE AGREEMENT dated December 16, 2001 among CARDIGAN ACQUISITION CORPORATION and
Guarantee by Parent. (a) Parent hereby irrevocably and unconditionally guaranties to Purchaser the due and punctual performance by CAC of all of their obligations under Section 5.2(h) and Article 8 hereof.
(b) Parent hereby agrees that its obligations hereunder shall be absolute, present, continuing and unconditional, irrespective of the validity, regularity or enforceability of this Agreement or any legal or equitable defense or right available to CAC under or with respect thereto, or by any modification, supplement, extension or amendment of the this Agreement, by any modification or other alteration of any obligation hereby guaranteed or by any agreement or arrangement whatsoever with CAC or anyone else.
(c) Parent agrees that the liability of the Parent hereunder is primary and may be enforced by Purchaser before, concurrently or after proceeding against CAC.
(d) This Section 10.10 shall be binding upon the respective successors and assigns of Parent and any acquiror of all or substantially all of the assets of Parent.
Guarantee by Parent. As a material inducement and consideration for Seller to enter into this Agreement, Parent hereby agrees to unconditionally and promptly guarantee, pay and perform all obligations and duties (including but not limited to financial and non-financial obligations and duties) of Buyer under this Agreement to the extent the same are not paid or performed when required to be paid or performed under this Agreement.
