Guarantee of Parent. Parent hereby guarantees the payment by Purchaser of the Per Share Amount and any other amounts payable by Purchaser pursuant to this Agreement and will cause Purchaser to perform all of its other obligations under this Agreement in accordance with their terms.
Guarantee of Parent. Parent hereby guarantees the payment by Merger Subsidiary of any amounts payable by Merger Subsidiary pursuant to the Offer or otherwise pursuant to this Agreement and will cause Merger Subsidiary to perform all of its other obligations under this Agreement in accordance with their terms.
Guarantee of Parent. Parent hereby guarantees to Sellers, and is jointly and severally liable with Purchaser (responsable conjointement et solidairement) for the prompt and complete performance of any and all obligations, covenants and agreements required to be performed by Purchaser pursuant to this Agreement, including without limitation, (i) any EBITDA Earn-Out Payment or Cumulative Earn-Out Payment) if and when such portions of the Purchase Price become due and payable in accordance with the provisions of this Agreement, (ii) any EBITDA Accelerated Payment(s) if due, and (ii) any indemnification of Sellers; provided, that any claim under this guaranty against Parent shall be subject to, and Parent shall have available to it in defense of any such claim, any and all of Purchaser’s rights and defenses (including rights of set-off or deduction), whether arising hereunder or otherwise, in respect of any such claim.
Guarantee of Parent. Parent hereby unconditionally and irrevocably guarantees the due and punctual performance by Acquisition Sub of each and every obligation of Acquisition Sub arising under this Agreement and the Arrangement, including, without limitation, the due and punctual payment of the Consideration pursuant to the Arrangement.
Guarantee of Parent. 25.1 XXXXXXX warrants and represents that Xxxxxxx Pharmaceutical Corporation, a New Jersey corporation, is the parent of XXXXXXX, and unconditionally guarantees XXXXXXX'x performance under this Agreement, including but not limited to, all of the obligations and liabilities of XXXXXXX set forth in this Agreement. This guarantee shall be continuing and shall survive the termination of this Agreement for any reason whatsoever, and may operate as an indemnification or an assumption of liabilities by Xxxxxxx Pharmaceutical Corporation as may be required by MERCK.
Guarantee of Parent. Parent guarantees the performance and payment of the Seller’s obligation to indemnify, defend and hold the Buyer Indemnified Parties harmless from and against any Losses relating to, or arising out of, the matters described in Section 9.2(a), subject to the Basket Amount and Cap Amount as provided therein.
Guarantee of Parent. Parent hereby unconditionally, irrevocably and absolutely guarantees to the Buyer Indemnitees, as a primary obligor and not merely as a surety, the payment obligations required to be performed by Holdings as Seller hereunder (“Guaranteed Obligations”). This guarantee is an absolute, unconditional and continuing guarantee of the payment of the Guaranteed Obligations. Should Holdings default in the payment of the Guaranteed Obligations with respect to any Buyer Indemnitee, or otherwise be unable for any reason to pay the Guaranteed Obligations with respect to such Buyer Indemnitee as and when due, Parent’s obligations hereunder shall become due and payable to such Buyer Indemnitee. All amounts payable by Parent will be paid in immediately available funds. Parent hereby agrees that the obligations of Parent hereunder shall not be released or discharged, in whole or in part, or otherwise affected by (a) the failure of Holdings to assert any claim or demand or to enforce any right or remedy against any such Buyer Indemnitee; (b) any change in the time, place or manner of payment of the Guaranteed Obligations; (c) the addition, substitution or release of any other Person interested in the transactions contemplated by this Agreement or any other Transaction Document; (d) any change in the corporate existence, structure or ownership of Holdings; (e) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Holdings; or (f) the adequacy of any other means any Buyer Indemnitee may have of obtaining payment of the Guaranteed Obligations. To the fullest extent permitted by Law, Parent hereby expressly waives any and all rights or defenses arising by reason of any Law that would otherwise require any election of remedies by a Buyer Indemnitee. Parent waives promptness, diligence, notice of the acceptance of this guarantee and of the Guaranteed Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any Guaranteed Obligations incurred and all other notices of any kind, all defenses that may be available by virtue of any valuation, stay, moratorium law or other similar Law now or hereafter in effect, and all suretyship defenses generally. Parent acknowledges that he will receive substantial direct and indirect benefits from the transactions contemplated by this Agreement and the other Transaction Documents and that the waivers set forth in this guarantee are knowingly made in contemplation o...
Guarantee of Parent. Parent shall cause Buyer to perform all of its obligations under this Agreement and hereby unconditionally and irrevocably guarantees, covenants and agrees to be jointly and severally liable with the Buyer for the due and punctual performance of each and every obligation of the Buyer arising under this Agreement and with respect to the transactions contemplated hereby.
Guarantee of Parent. Parent fully and unconditionally guarantees each of the representations, warranties, covenants, obligations and undertakings of Buyer hereunder; provided, however, that Parent's aggregate liability in all circumstances under this Agreement shall not exceed $5,000,000.
Guarantee of Parent. 51 Section 12.02. Representation and Warranties Regarding Parent...............51 Section 12.03. Financial Support of Seller..................................52 ARTICLE XIII. MISCELLANEOUS
