Guarantee by Parent Sample Clauses
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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 or completion of the Option 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. The Parent hereby covenants and agrees in favour of CRH to cause the Purchaser and ▇▇▇▇▇ 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 ▇▇▇▇▇ 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, ▇▇▇▇▇ and the Purchaser shall be jointly and severally liable to CRH with respect to any breach by the Parent, ▇▇▇▇▇ 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. 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. 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. (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. The Parent hereby unconditionally guarantees the full and timely performance by Merger Sub, and from and after the Effective Time by the Surviving Corporation, of all of Merger Sub's and Surviving Corporation's respective obligations under this Agreement (including the obligation to pay the Per Share Merger Consideration) and hereby irrevocably waives all suretyship defenses (other than satisfaction and payment) that otherwise may now or in the future be available to the Parent in connection therewith. Without limiting the generality or effect of the foregoing, the Parent will cause Merger Sub, and from and after the Effective Time, the Surviving Corporation, (a) to perform in accordance with the terms of this Agreement all covenants to be performed by Merger Sub or the Surviving Corporation, as the case may be, and (b) to have cash on hand and other capital resources sufficient to discharge on a timely basis all of Merger Sub's and the Surviving Corporation's respective obligations hereunder.
Guarantee by Parent. Parent hereby guarantees to the Company the full, prompt, and complete fulfillment of any and all the payment obligations of Buyer (or its assignee hereunder) towards the Company which arise under this Agreement, including those under Sections 2.6(c) and 2.7 and Article 6 of this Agreement subject only to (a) Parent receiving written notification of any payment default by Buyer under this Agreement (which notice shall specify the nature and amount of such payment default and shall be sent to Parent at: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, Palo Alto, California 94304, Attention: General Counsel, or at such other address as specified by Parent in writing); and (b) such amount remaining unpaid [ * ] Business Days after Parent’s receipt of such notice. Parent hereby represents and warrants to the Company that Parent has full power and authority to execute this Agreement solely for the purposes of this Section 8.1 and the other provisions of this Agreement expressly applicable to the Parent, to deliver this guarantee and to perform its obligations with respect to this guarantee, and this guarantee under this Section 8.1 represents a valid and legal obligation of the Parent, enforceable according to its terms herein, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, mandatory provisions of any applicable Law and other laws affecting creditors generally and by the availability of equitable remedies. The Parent has the financial capability to meet the guarantee obligations provided herein. The execution by Parent of this Agreement solely for the purposes of this Section 8.1 and the other provisions of this Agreement expressly applicable to the Parent, delivery by Parent of this guarantee and the performance by Parent of its obligations with respect to this guarantee have been duly approved by all requisite corporate or other applicable action of Parent. Parent hereby consents, and agrees to be bound by, the provisions set forth in this Section 8.1 and the other provisions of this Agreement expressly applicable to the Parent.
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 absolutely and unconditionally guarantees to the Company and Sellers the prompt payment and performance when due, of Buyer’s obligations under the Purchase Agreement (including, for the avoidance of doubt, under Section 2.3(b) of the Purchase Agreement) (the “Guaranteed Obligations”); provided, that in no event shall Parent’s aggregate liability for the Guaranteed Obligations exceed CAD $295,000,000, less all amounts paid by or on behalf of Buyer with respect to the Guaranteed Obligations (such limitation on the liability the Parent may have for the Guaranteed Obligations being herein referred to as the “Cap”). This Guarantee may not be enforced against Parent without giving effect to the Cap. If all or any part of the Guaranteed Obligations shall not be punctually paid and/or performed by ▇▇▇▇▇ as and when the same become due in accordance with the Purchase Agreement, the Company, any Seller or the Sellers’ Representative (on behalf of Sellers) may make demand of Parent with respect thereto (subject to the terms and conditions of this Guarantee and, for the avoidance of doubt, subject to the Cap). Such demand(s) may be made at any time after the time any such Guaranteed Obligation (subject to the Cap) is due, but not punctually paid or performed by Buyer, and may be made from time to time with respect to the same or different items of Guaranteed Obligations; provided there is no duplication. Subject to the Cap and without limiting Section 7, any payments made hereunder shall be made without reduction, whether by offset, payment in escrow or otherwise.
Guarantee by Parent. Parent hereby guarantees the performance by Acquiror of all of Acquiror’s obligations pursuant to any covenant or agreement to be performed by Acquiror pursuant to, or in connection with, this Agreement.