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 Acquiror of each and every obligation of Acquiror arising under this Agreement and the Arrangement, including, without limitation, the 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. The obligations of Acquiring Corp. to pay and deliver the Merger Consideration (including Parent Shares) to the Company Unitholders as herein provided is hereby unconditionally and irrevocably guaranteed by Parent. Parent’s guarantee herein shall be a guaranty of payment (and not of collection). Parent’s obligations hereunder as guarantor shall be no greater than those of the Acquiring Corp. and to the extent that the Acquiring Corp. is afforded conditions to its obligations, defenses, offsets, cure periods, notice periods, remedies and rights under this Agreement or applicable Law, Parent shall be entitled to the benefit of the same.
Guarantee of Parent. 19.1 From the date of this Agreement through the closing of the Compulsory Acquisition or earlier termination of this Agreement in accordance with its terms (which termination shall not, for the avoidance of doubt, relieve Parent from its guarantee for the Offeror’s fulfillment of its obligations in relation to the Offer and the Offer Document toward the Company’s shareholders or from any other liability or obligation of the Offeror referred to below having arisen prior to such termination) Parent hereby agrees to irrevocably and unconditionally guarantee to the Company (and, to the extent they are explicit beneficiaries thereof (after taking into account Clause 21.2), the Board (including each individual member thereof) and the Executive Management) as primary obligor (in Danish: “selvskyldnerkautionist”) the due, full and punctual performance by Offeror of its present and future obligations, liabilities, representations, warranties, undertakings, covenants and/or agreements (including, without limitation, all payment obligations) set forth in this Agreement, the Offer and/or the Offer Document in accordance with the terms thereof (it being understood and agreed that the offeror in the Offer is the Offeror (and not Parent) and after purchase of such Shares in the Offer by the Offeror, the Offeror shall be the owner of such Shares).
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. The Parent hereby guarantees the performance by the Investor of the obligations of the Investor under this Agreement.
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.
