Guarantee of Buyer’s Obligations. ArcLight Energy Partners Fund II, L.P. agrees to use its reasonable best efforts to cause Buyer to perform all of its obligations under this Agreement to the extent of Buyer’s obligations under this Agreement, and shall cause payment of the Purchase Price if, as and when provided in this Agreement. ArcLight Energy Partners Fund II, L.P. further agrees to use its reasonable best efforts to obtain a “no-action” letter or an order satisfying the condition set forth in Section 8.2(h) based, in either case, on existing precedent. In no event shall ArcLight Energy Partners Fund II, L.P. have any greater liability than Buyer pursuant to this Agreement.
Guarantee of Buyer’s Obligations. Vanguard, as principal obligor and not merely as a surety, hereby unconditionally guarantees full, punctual and complete performance by Buyer of all of Buyer’s obligations under this Agreement and each of the Closing Documents subject to the terms hereof and thereof and so undertakes to Seller that, if and whenever Buyer is in default, Vanguard will on demand duly and promptly perform or procure the performance of Buyer’s obligations. The foregoing guarantee is a continuing guarantee and will remain in full force and effect until the obligations of Buyer under this Agreement have been duly performed or discharged and will continue to be effective or will be reinstated, as the case may be, if at any time any sum paid to Seller must be restored by Seller upon the bankruptcy, liquidation or reorganization of Buyer. Vanguard’s obligations under this Section shall not be affected or discharged in any way by any proceeding with respect to Buyer under any federal or state bankruptcy, insolvency or debtor relief laws.
Guarantee of Buyer’s Obligations. 11.1 The Guarantor unconditionally and irrevocably:-
Guarantee of Buyer’s Obligations. PMH, as principal obligor and not merely as a surety, hereby unconditionally guarantees full, punctual and complete performance by Buyer of all of Buyer’s obligations under this Agreement and each of the Closing Documents subject to the terms hereof and thereof and so undertakes to Seller that, if and whenever Buyer is in default, PMH will on demand duly and promptly perform or procure the performance of Buyer’s obligations. The foregoing guarantee is a continuing guarantee and will remain in full force and effect indefinitely (in light of the fact that, as provided in Section 10.06, certain representations, warranties, covenants and indemnification obligations of Buyer survive the Closing indefinitely) and will be reinstated with respect to any sum paid to Seller that must be restored by Seller upon the bankruptcy, liquidation or reorganization of Buyer. PMH obligations under this Section 11.22 shall not be affected or discharged in any way by any Proceeding with respect to Buyer under any federal or state bankruptcy, insolvency or debtor relief laws (or any order, judgment, ruling, writ, injunction or decree entered or made in connection therewith) or any other fact, development, occurrence or circumstance affecting the legal capacity of Buyer or the enforceability of this Agreement or any of the Closing Documents against Buyer in accordance with their respective terms.
Guarantee of Buyer’s Obligations. Each of the Guarantors, jointly and severally, unconditionally and irrevocably guarantees to the Seller the due and punctual payment, performance and observance by Buyers of all their due obligations, commitments, undertakings, warranties and indemnities under or pursuant to this Agreement (the “Buyers’ Guaranteed Obligations”).
Guarantee of Buyer’s Obligations. 14.1.1 The Buyer Guarantor irrevocably and unconditionally: (a) guarantees to the Seller punctual performance by the Buyer of all the Buyer's obligations under this Agreement and each other Transaction Document to which it is a party; (b) undertakes with the Seller that whenever the Buyer does not pay any amount or perform any obligation when due under or in connection with this Agreement or other Transaction Document (as applicable), the Buyer Guarantor shall immediately on demand pay that amount or perform or procure the performance of that obligation as if it were the principal obligor; and (c) undertakes to indemnify the Seller immediately on demand against any cost, loss or liability suffered by the Seller if any obligation guaranteed by the Buyer Guarantor is or becomes unenforceable, invalid or illegal; and the amount of the cost, loss or liability shall be equal to the amount that the Seller would otherwise have been entitled to recover.
Guarantee of Buyer’s Obligations. Vanguard, as principal obligor and not merely as a surety, hereby unconditionally guarantees full, punctual and complete performance by Buyer of all of Buyer’s obligations under this agreement and each of the Closing Documents subject to the terms hereof and thereof and so undertakes to Seller that, if and whenever Buyer is in default, Vanguard will on demand duly and promptly perform or procure the performance of Buyer’s obligations. The foregoing guarantee is a continuing guarantee and will remain in full force and effect indefinitely (in light of the fact that, as provided in section 9.06, certain representations, warranties, covenants and indemnification obligations of Buyer survive the Closing indefinitely) and will be reinstated with respect to any sum paid to Seller or the Foundation that must be restored by Seller or the Foundation upon the bankruptcy, liquidation or reorganization of Buyer. Vanguard’s obligations under this section shall not be affected or discharged in any way by any Proceeding with respect to Buyer under any federal or state bankruptcy, insolvency or debtor relief laws (or any order, judgment, ruling, writ, injunction or decree entered or made in connection therewith) or any other fact, development, occurrence or circumstance affecting the legal capacity of Buyer or the enforceability of this agreement or any of the Closing Documents against Buyer in accordance with their respective terms. Vanguard’s board of directors has approved Vanguard’s execution of this agreement and the performance of its obligations hereunder. If the obligation guaranteed by Vanguard hereunder is the obligation of Buyer to indemnify Seller’s Indemnified Persons pursuant to section 9.03(b) (but solely with respect to any nonfulfillment by Buyer of a covenant in this agreement that occurred after the Closing), section 9.03(c) or section 9.03(d), then Vanguard’s liability hereunder shall be limited to a percentage of the Loss suffered by the Indemnitee equal to (a) with respect to any such Loss (or portion thereof) that relates to VBIC, the percentage ownership held, directly or indirectly, by Vanguard in VBIC on the date of the Loss and (b) with respect to any other Loss (or portion thereof), the percentage ownership held, directly or indirectly, by Vanguard in VHS2 on the date of the Loss.
Guarantee of Buyer’s Obligations. A&T hereby guarantees to Sellers the performance of all obligations of Buyer under this Agreement and in any schedule or attachment hereto.
Guarantee of Buyer’s Obligations. 17.1 In consideration of the Sellers entering into this Agreement with the Buyer, at the request of SEVUS, SEVUS hereby unconditionally and irrevocably guarantees full prompt and complete performance by the Buyer of its obligations under or arising out of or in connection with this Agreement and any documents to be entered into pursuant to this Agreement (including the prompt payment of any sums payable) and undertakes to each Seller that if and whenever the Buyer is in default in respect of such obligations SEVUS will on demand duly and promptly perform or procure such performance of such obligations.
Guarantee of Buyer’s Obligations. To induce Seller (and/or its -------------------------------- Affiliates) to execute and deliver this Agreement and the other agreements contemplated hereby, by execution hereof, Medical Resources, the indirect owner of all of the outstanding stock of Buyer, hereby absolutely and unconditionally guarantees the full, prompt and faithful performance by Buyer of all covenants and obligations to be performed by Buyer under this Agreement, including, but not limited to, the payment and performance of all Assumed Liabilities and the payment of all sums to be paid to Seller pursuant to this Agreement. If Buyer fails to fully perform any of such covenants and obligations in accordance with their terms or to pay all or any part of any sums due Seller hereunder when due, Medical Resources shall perform all such covenants and obligations in accordance with their terms or immediately pay to Seller the amounts due and unpaid by Buyer, it being understood that each such covenant or obligation and each obligation to pay any such amount constitutes the direct and primary obligation of Medical Resources. Medical Resources hereby waives presentment, demand of payment, protest, dishonor, notice of protest or dishonor, and notice of acceptance of this guarantee and all rights to require Seller to proceed against Buyer, or pursue any other remedy it may have against Buyer in the event of a breach by Buyer of any obligation or covenant contained in this Agreement. If Buyer is not liable to perform any such obligation and covenant because the act creating such obligation or covenant is ultra xxxxx or ----- ----- unauthorized, and for such reason or any other reason such obligation or covenant cannot be enforced against Buyer, such fact shall not effect Medical Resource's liability under this Section 1.8. In the event of the termination, liquidation or dissolution of Buyer, this unconditional guarantee of Medical Resources shall continue in full force and effect.
