Guarantee by Parent. (a) Parent hereby unconditionally and irrevocably guarantees to Sellers the punctual payment when due, whether by lapse of time, by acceleration of maturity, or otherwise, and at all times thereafter, of all payment obligations of Buyer hereunder (the “Guaranteed Obligations”). This guaranty covers the Guaranteed Obligations, whether presently outstanding or arising subsequent to the date hereof. The guaranty of Parent as set forth in this Section 9.19(a) is a continuing guaranty of payment and not of performance. Parent acknowledges and agrees that Parent may be required to pay the Guaranteed Obligations in full without assistance or support from Buyer or any other party. Parent agrees that if all or any part of the Guaranteed Obligations shall not be punctually paid when due, Parent shall, immediately upon demand by Seller Representative, pay the amount due on the Guaranteed Obligations to Sellers in the manner set forth herein. Such demand shall be made, given and received in accordance with the notice provisions set forth herein. Parent acknowledges and agrees that its obligations hereunder will not be affected by a bankruptcy, dissolution, insolvency or reorganization of Buyer.
(b) Notwithstanding anything herein to the contrary, Parent reserves the right to assert defenses to the payment of the Guaranteed Obligations (i) which Buyer may have to payment of any Guaranteed Obligations, other than defenses arising from the bankruptcy, insolvency, dissolution or reorganization of Buyer, (ii) as a result of payment of the Guaranteed Obligations in accordance with their terms, and (iii) based upon Fraud by Sellers (the foregoing collectively, the “Retained Defenses”). Without limiting the generality of the foregoing, to the extent Buyer is relieved of any of its obligations under this Agreement (other than as a result of lack of capacity, lack of authority or any other disability to the enforceability or validity of, or defense (other than the Retained Defenses)), Parent shall be similarly relieved of its corresponding Guaranteed Obligations under this 9.19 but only to the same extent Buyer is so relieved.
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 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 Xxxxx 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 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. 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.
Guarantee by Parent. In the event the Executive’s employment is terminated for any reason other than Cause, including the insolvency or bankruptcy of the Company, Parent hereby guarantees the payment of all sums due to the Executive hereunder, as set forth in the applicable provisions of this Section 6.
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. Parent hereby unconditionally and irrevocably guarantees all obligations of QIC under this Agreement and any amendments hereof in each case when and as the same shall become due and payable in accordance with the Agreement. Parent permanently waives any right of subrogation, contribution, reimbursement, or indemnity from or against MOCON, Baseline or any of their respective Affiliates, it now possess or hereafter acquire, whether by operation of law or contract as a result of any payment or obligation under this Section 11.14.
