Guarantee of Guarantor. In consideration for Nestlé entering into this Agreement, the Guarantor irrevocably and unconditionally guarantees to each of the Company and Nestlé the punctual performance of all obligations of Xxxxxxxxx under Section 13.4 of this Agreement and undertakes to each of the Company and Nestlé that whenever Xxxxxxxxx does not pay any amount when due under or in connection with Section 13.4 of this Agreement, the Guarantor shall immediately on demand pay that amount as if it was the principal obligor, so that the same benefits are conferred on each of the Company and Nestlé as they would have received if such obligation had been performed and satisfied by Xxxxxxxxx.
Guarantee of Guarantor. (a) Guarantor is executing this Agreement to guarantee the performance by each of Parent and Merger Sub of its payment and performance obligations under this Agreement. Guarantor hereby guarantees unconditionally Parent and Merger Sub’s payment obligations in and performance under this Agreement. This guarantee shall apply regardless of any amendments, variations, alterations, waivers or extensions to this Agreement whether or not Guarantor received notice of the same and Guarantor waives all need for notice of the same. This guarantee shall expire and be of no further force and effect as of 60 days following the Effective Time.
Guarantee of Guarantor. (a) Guarantor hereby unconditionally and irrevocably guarantees to the Company, each holder of a Share or Preferred Share, each Indemnified Person and their respective successors and permitted assigns the due and punctual payment in full of each obligation (each, an “Obligation” and collectively, the “Obligations”) of Parent under this Agreement and the transactions contemplated hereby. Guarantor agrees that if for any reason 45 whatsoever Parent shall fail or be unable to duly, punctually and fully pay any Obligation, Guarantor shall unconditionally pay the Obligation. Nothing shall discharge or satisfy the liability of Guarantor under the guarantee contained in this Section 9.12 except the full payment of the Obligations. The guarantee contained in this Section 9.12 constitutes a guarantee of payment when due and not of collection.
Guarantee of Guarantor. (a) Guarantor agrees to take all action necessary to cause the Parent, the Transitory Subsidiary or the Surviving Corporation, as applicable, to perform all of its agreements, covenants and obligations under Article II of this Agreement (the “Guaranteed Obligations”). Guarantor unconditionally guarantees to the Company the full and complete performance by the Parent, the Transitory Subsidiary or the Surviving Corporation, as applicable, of the Guaranteed Obligations and shall be liable for any breach of any Guaranteed Obligation by any of the Parent, the Transitory Subsidiary and the Surviving Corporation. Guarantor hereby waives diligence, presentment, demand of performance, filing of any claim, any right to require any proceeding first against the Parent, the Transitory Subsidiary or the Surviving Corporation, as applicable, protest, notice and all defenses and demands whatsoever in connection with the performance of its obligations set forth in this Section 10.15. Guarantor shall not have any right of subrogation, reimbursement or indemnity whatsoever, nor any right of recourse to security for any of the agreements, covenants or obligations of the Parent, the Transitory Subsidiary or the Surviving Corporation under this Agreement.
Guarantee of Guarantor. The Guarantor hereby agrees with the Buyer to take such actions as may be necessary to cause the Seller at all time to fully and faithfully to perform and discharge its obligations hereunder and, if the Seller shall at any time fail to do so, the Guarantor shall itself perform and discharge such obligations. The foregoing agreement of the Guarantor is absolute, unconditional, present and continuing and is in no way conditional or contingent upon any event, circumstance, action or omission which might in any way discharge a guarantor or surety in whole or in part.
Guarantee of Guarantor. As a material inducement to the Company entering into this Agreement and consummating the transactions contemplated hereby, Guarantor hereby irrevocably and unconditionally guarantees to the Company the full and timely performance and satisfaction of Parent and Merger Sub’s obligations as set forth in this Agreement, in each case as and when due. If, for any reason whatsoever, Parent or Merger Sub shall fail or be unable to make full and timely payment as set forth in this Agreement or perform any of its obligations under this Agreement, such payment or obligations shall be due and payable for the purposes hereof and Guarantor will forthwith pay and cause to be paid in lawful currency of the United States, or perform or cause to be performed, Parent and Merger Sub’s obligations hereunder. The foregoing obligation of Guarantor constitutes a continuing guarantee of payment and performance (and not merely of collection), and is and shall be absolute and unconditional under any and all circumstances, including circumstances which might otherwise constitute a legal or equitable discharge of a guarantor and including any amendment, extension, modification or waiver of any of Parent and Merger Sub’s payment or other obligations hereunder, or any insolvency, bankruptcy, liquidation or dissolution of Parent or Merger Sub or any assignment thereby. Without limiting the generality of the foregoing, Guarantor agrees that its obligations under this section are independent from those of Parent and Merger Sub and its liability shall extend to all liabilities and obligations that constitute part of Parent and Merger Sub’s payment and other obligations hereunder, irrespective of whether any action is brought against Parent or Merger Sub or whether Parent or Merger Sub is joined in any such action or actions.
Guarantee of Guarantor. (a) Subject to the terms and conditions of this Section 3.7, the Guarantor hereby unconditionally and irrevocably guarantees to the Vendor the due and punctual complete performance, payment and satisfaction by the Purchaser of all of the payment, indemnification and other liabilities and obligations of the Purchaser under this Agreement (collectively, the "Purchaser's Obligations"). The guarantee provided for in this Section 3.7 (which guarantee is referred to in this Section 3.7 as the "Guarantee") is a continuing guarantee and applies to and secures each and all of the Purchaser's Obligations at any time and from time to time. Subject to the provisions of this Section 3.7, the liabilities and obligations of the Guarantor under the Guarantee are not subject to any counterclaim, set-off, release, recoupment or defence and the Guarantee is and shall remain in full force and is irrevocable, absolute and unconditional irrespective of:
Guarantee of Guarantor. 9.1 The guarantor (as the first responsible person, not just as the guarantor) unconditionally and irrevocably jointly and individually guarantees to the buyer that the seller will properly and punctually fulfill the obligation of the deposit in Article 3.6 of this agreement, and promises to the buyer that it will urge the seller to fulfill this obligation.
Guarantee of Guarantor. (a) Guarantor is executing this Agreement to guarantee the performance by each of Parent and Merger Sub of its payment and performance obligations under this Agreement. Guarantor hereby guarantees unconditionally Parent and Merger Sub’s payment obligations in and performance under this Agreement. This guarantee shall apply regardless of any waivers or extensions to this Agreement whether or not Guarantor received notice of the same and Guarantor waives all need for notice of the same.
Guarantee of Guarantor
