Common use of Guarantee of Guarantor Clause in Contracts

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. (b) Guarantor is a corporation, duly organized, validly existing and in good standing under the Laws of England and Wales and has all requisite corporate power and authority to own, lease and operate their respective properties and assets and to carry on their respective businesses as they are now being conducted. Guarantor indirectly owns all of the issued and outstanding capital stock of Parent. (c) Guarantor has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Guarantor and the performance of Guarantor of its obligations hereunder have been duly authorized by all necessary corporate action, and no other corporate proceedings on the part of Guarantor and no stockholder votes are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Guarantor, and assuming due authorization, execution and delivery by the Company, constitutes the valid and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be brought.

Guarantee of Guarantor. (a) Guarantor is executing 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 guarantee 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 by each of Parent and Merger Sub of its payment and performance 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. 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. (b) Guarantor represents and warrants that: (i) Guarantor is a corporation, corporation duly organized, validly existing and in good standing under the Laws laws of England and Wales and Canada. Guarantor has all requisite corporate power and authority to own, lease enter into this Agreement for purposes of being bound by this Section 10.15 and operate their respective properties and assets and to carry on their respective businesses as they are now being conducted. Guarantor indirectly owns all of the issued and outstanding capital stock of Parent. (c) Guarantor has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated herebyhereunder. The execution and delivery of this Agreement by Guarantor and the performance of by Guarantor of its obligations hereunder have been duly authorized by all necessary corporate action, and no other corporate proceedings action on the part of Guarantor and no stockholder votes are necessary to authorize this Agreement or to consummate the transactions contemplated herebyGuarantor. This Agreement has been duly and validly executed and delivered by GuarantorGuarantor and, and assuming the due authorization, execution and delivery of this Agreement by the Company, constitutes the valid and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms, except that subject to the Bankruptcy and Equity Exception. (ii) The execution and delivery of this Agreement by Guarantor do not, and the performance by Guarantor of its obligations hereunder shall not, (i) such enforcement conflict with, or result in any violation or breach of, any provision of the certificate of incorporation, bylaws or other organizational documents of Guarantor, (ii) conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit) under, require a consent, notice or waiver under, require the payment of a penalty under or result in the imposition of any Liens on Guarantor’s or any of its Subsidiary’s assets under any of the terms, conditions or provisions of any lease, license, sublicense, contract or other agreement, instrument or obligation to which Guarantor or any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be subject bound, or (iii) conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to applicable bankruptcyGuarantor or any of its Subsidiaries or any of its or their respective properties or assets; except in the case of clauses (ii) and (iii) for any such conflicts, insolvency violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties or Liens, and for any consents, notices or waivers not obtained or delivered (as applicable), that, individually or in the aggregate, would not reasonably be expected to materially impair or delay the ability of Guarantor to perform its obligations under this Agreement. (iii) Guarantor has the financial capacity to pay and perform its obligations under, in respect of or in connection with this Section 10.15. (c) Guarantor agrees (i) to be bound by the meanings ascribed to the capitalized terms set forth in Article IX and by the other similar Laws, now or hereafter in effect, affecting creditors’ rights generally provisions of this Article X and (ii) in accordance with Section 10.15(b), not to raise any objections to the availability of the equitable remedy of specific performance and injunctive and other forms to prevent or restrain breaches or threatened breaches of equitable relief may be subject to equitable defenses this Agreement by the Parent and/or the Transitory Subsidiary, and to specifically enforce the discretion terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the court before which any Proceeding therefor may be broughtParent and/or the Transitory Subsidiary under this Agreement.

Guarantee of Guarantor. (a) Guarantor is executing As a material inducement to the Company entering into this Agreement and consummating the transactions contemplated hereby, Guarantor hereby irrevocably and unconditionally guarantees to guarantee the Company the full and timely performance by each 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 payment and performance 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 hereby guarantees unconditionally 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 in and performance 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 Agreement. This guarantee section are independent from those of Parent and Merger Sub and its liability shall apply regardless of any amendments, variations, alterations, waivers or extensions extend to this Agreement whether or not Guarantor received notice of the same all liabilities 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. (b) Guarantor is a corporation, duly organized, validly existing and in good standing under the Laws of England and Wales and has all requisite corporate power and authority to own, lease and operate their respective properties and assets and to carry on their respective businesses as they are now being conducted. Guarantor indirectly owns all of the issued and outstanding capital stock of Parent. (c) Guarantor has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Guarantor and the performance of Guarantor of its obligations hereunder have been duly authorized by all necessary corporate action, and no other corporate proceedings on the that constitute part of Guarantor Parent and no stockholder votes are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Guarantor, and assuming due authorization, execution and delivery by the Company, constitutes the valid and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the remedy of specific performance and injunctive Merger Sub’s payment and other forms obligations hereunder, irrespective of equitable relief may be subject to equitable defenses and to the discretion of the court before which whether any Proceeding therefor may be broughtaction 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) Guarantor is executing 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 guarantee 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 by each of Parent and Merger Sub of its payment and performance 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. 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. (b) Guarantor represents and warrants that: (i) Guarantor is a corporation, corporation duly organized, validly existing and in good standing under the Laws laws of England and Wales and Canada. Guarantor has all requisite corporate power and authority to own, lease enter into this Agreement for purposes of being bound by this Section 10.15 and operate their respective properties and assets and to carry on their respective businesses as they are now being conducted. Guarantor indirectly owns all of the issued and outstanding capital stock of Parent. (c) Guarantor has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated herebyhereunder. The execution and delivery of this Agreement by Guarantor and the performance of by Guarantor of its obligations hereunder have been duly authorized by all necessary corporate action, and no other corporate proceedings action on the part of Guarantor and no stockholder votes are necessary to authorize this Agreement or to consummate the transactions contemplated herebyGuarantor. This Agreement has been duly and validly executed and delivered by GuarantorGuarantor and, and assuming the due authorization, execution and delivery of this Agreement by the Company, constitutes the valid and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms, except that subject to the Bankruptcy and Equity Exception. (ii) The execution and delivery of this Agreement by Guarantor do not, and the performance by Guarantor of its obligations hereunder shall not, (i) such enforcement conflict with, or result in any violation or breach of, any provision of the certificate of incorporation, bylaws or other organizational documents of Guarantor, (ii) conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit) under, require a consent, notice or waiver under, require the payment of a penalty under or result in the imposition of any Liens on Guarantor’s or any of its Subsidiary’s assets under any of the terms, conditions or provisions of any lease, license, sublicense, contract or other agreement, instrument or obligation to which Guarantor or any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be subject bound, or (iii) conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to applicable bankruptcyGuarantor or any of its Subsidiaries or any of its or their respective properties or assets; except in the case of clauses (ii) and (iii) for any such conflicts, insolvency violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties or Liens, and for any consents, notices or waivers not obtained or delivered (as applicable), that, individually or in the aggregate, would not reasonably be expected to materially impair or delay the ability of Guarantor to perform its obligations under this Agreement. (iii) Guarantor has the financial capacity to pay and perform its obligations under, in respect of or in connection with this Section 10.15. (c) Guarantor agrees (i) to be bound by the meanings ascribed to the capitalized terms set forth in Article IX and by the other similar Laws, now or hereafter in effect, affecting creditors’ rights generally provisions of this Article X and (ii) in accordance with Section 10.15(b), not to raise any objections to the availability of the equitable remedy of specific performance and injunctive and other forms to prevent or restrain breaches or threatened breaches of equitable relief may be subject to equitable defenses this Agreement by the Parent and/or the Transitory Subsidiary, and to specifically enforce the discretion terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the court before which any Proceeding therefor may be broughtParent and/or the Transitory Subsidiary under this Agreement. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.] The Parent, the Transitory Subsidiary, Guarantor and the Company have executed this Agreement as of the date set forth in the initial caption of this Agreement. FP RESOURCES USA INC. By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Treasurer and Secretary FP Resources Acquisition Corp. By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: President CLEARWATER FINE FOODS INCORPORATED, solely for purposes of being bound by Section 10.15 By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Executive Vice President and Secretary THE FIRST MARBLEHEAD CORPORATION By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Chief Executive Officer and Chairman of the Board of Directors This COMPANY STOCKHOLDERS AGREEMENT (this “Agreement”) is made and entered into as of June 2, 2016 by and among FP Resources USA Inc., a Delaware corporation (“Parent”), and the undersigned stockholders (each a “Stockholder” and together, the “Stockholders”) of The First Marblehead Corporation, a Delaware corporation (the “Company”).