Guarantee of Buyer’s Obligations. 15.1 In consideration of the Key Sellers entering into this Agreement, the Guarantor irrevocably and unconditionally:
(a) guarantees to the Key Sellers the due and punctual performance and discharge by the Buyer of all its obligations and liabilities (including without limitation the obligation to pay money) under this Agreement and all other Seller Completion Documents (together, the "Guaranteed Obligations") and agrees, if the Buyer is in default of any of the Guaranteed Obligations, to pay on demand from time to time each sum which the Buyer is liable to pay under this Agreement and the other Buyer's Completion Documents;
(b) agrees, as an additional and independent obligation, that if any of the Guaranteed Obligations are not recoverable from the Guarantor under the guarantee in Clause 15.1(a) for any reason the Guarantor will be liable to the Sellers as a principal debtor by way of indemnity for the same amount as that for which it would have been liable had those Guaranteed Obligations been recoverable under Clause 15.1(a) and further agrees to discharge that liability on demand from time to time; and
(c) undertakes to indemnify each Key Seller on demand against any cost, loss or liability suffered by that Key Seller if any obligation guaranteed by the Guarantor under this Clause 15.1 is or becomes unenforceable, invalid or illegal; and the amount of the cost, loss or liability shall be equal to the amount that the Key Seller would otherwise have been entitled to recover.
15.2 This Guarantee shall be a continuing security until the performance and discharge in full of the Guaranteed Obligations.
15.3 The Guarantor's obligations to the Sellers shall not be reduced, discharged, impaired or adversely affected by reason of:
(a) any time, indulgence, waiver or other concession which the Sellers may grant to the Buyer or any other person; Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Further, certain portions this Exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K.
(b) the insolvency, incapacity or lack of authority of the Buyer;
(c) any termination, amendment, variation, release, novation or supplement of or to this Agreement, any other Buyer's Completion Documents or the terms of any of the Guaranteed Obligations;
(d) any variation, extension, discharge or compromise of any right or rem...
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. Buyer shall have delivered to Sellers the irrevocable guarantee of The Earthgrains Company, in the form set forth in Schedule 8.2(J), by which the full and timely performance of all the obligations and agreements of Buyer set forth in this Agreement and in the other agreements and documents contemplated herein shall be guaranteed to the Sellers.
Guarantee of Buyer’s Obligations. The Buyer's Guarantor hereby unconditionally and irrevocably guarantees full prompt and complete performance by the Buyer of all the Buyer's obligations under or arising out of or in connection with this Agreement (including the prompt payment of any sums payable) and undertakes to the Seller that if and whenever the Buyer is in default in respect of such obligations the Buyer's Guarantor will on demand duly and promptly perform or procure such performance of such obligations. The Buyer's Guarantor's obligations under this Clause are primary obligations and not those of a mere surety.
Guarantee of Buyer’s Obligations. Vanguard Health Systems, Inc., 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 Health Systems, Inc. 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 if any sum paid to Seller must be restored by Seller upon the bankruptcy, liquidation or reorganization of Buyer. Vanguard Health Systems, Inc.’s obligations under this Section 13.21 shall not be affected or discharged in any way by any action or proceeding with respect to Buyer under any federal or state bankruptcy, insolvency or debtor relief laws.
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.
Guarantee of Buyer’s Obligations. Radiologix, 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 or its assignee is in default, Radiologix will on demand duly and promptly perform or procure the performance of Buyer’s or its assignee’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. Radiologix’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. Radiologix (for itself and its Affiliates) represents, warrants and covenants to and with Seller, MI and PG that Radiologix shall at all times maintain sufficient assets to fulfill its obligations under this Section.
Guarantee of Buyer’s Obligations. 11.1 The Guarantor unconditionally and irrevocably:-
11.1.1 guarantees to the Material Sellers and Material Optionholders to discharge within five
Guarantee of Buyer’s Obligations. Ardent Medical Services, Inc., 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, Ardent Medical Services, Inc. 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 if any sum paid to Seller must be restored by Seller upon the bankruptcy, liquidation or reorganization of Buyer. Ardent Medical Services, Inc.’s obligations under this Section 12.24 shall not be affected or discharged in any way by any action or proceeding with respect to Buyer under any federal or state bankruptcy, insolvency or debtor relief laws. Notwithstanding the foregoing, the guaranty of Ardent Medical Services, Inc. shall terminate after Buyer’s payment of the Final Cash Purchase Price to Seller as provided for in Section 2.7 of this Agreement if any such payment is due in connection with the determination of such Final Cash Purchase Price.
