GUARANTEE OF PURCHASER'S OBLIGATIONS. ACI hereby, to the fullest extent permitted by applicable law, irrevocably and unconditionally guarantees (the "ACI GUARANTEE") to the Company and its successors and assigns the prompt performance and payment in full when due of all obligations of Purchaser to the Company under this Agreement and hereby agrees to take all reasonably necessary action as the sole shareholder of Purchaser to cause Purchaser to perform its obligations under this Agreement. THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized officer or trustee, as applicable, of each party hereto as of the date first above written.
GUARANTEE OF PURCHASER'S OBLIGATIONS. Guarantor hereby irrevocably and unconditionally guarantees to Seller and the Shareholders of Seller the timely and complete performance and payment of all obligations of Purchaser under this Agreement and any agreements, instruments, certificates or other documents executed by Purchaser pursuant to or in connection with this Agreement. 13.2
GUARANTEE OF PURCHASER'S OBLIGATIONS. Purchaser Guarantor hereby absolutely and unconditionally guarantees the full and timely payment and performance by Purchaser of all of Purchaser's obligations under this Agreement and the other agreements required to be executed by Purchaser pursuant hereto.
GUARANTEE OF PURCHASER'S OBLIGATIONS. 13.1 If the Purchaser assigns or novates any rights or obligations to Holdings 3 prior to the Completion Date, the Purchaser unconditionally and irrevocably guarantees to the Sellers the due and punctual performance and observance by Holdings 3 of all its obligations, commitments, undertakings, warranties and indemnities under or pursuant to this Agreement and the Acquisition Documents (the “Purchaser’s Guaranteed Obligations”) and agrees that, if any Purchaser’s Guaranteed Obligation is or becomes unenforceable, invalid or illegal, it shall, as an independent and primary obligation, pay to the Sellers immediately on demand an amount equal to the amount of any loss, liability, cost and/or expense which the Seller suffers through or arising from any act or omission that would be a breach by Holdings 3 of the Purchaser’s Guaranteed Obligations if the relevant Purchaser’s Guaranteed Obligation were not unenforceable, invalid or illegal, to the extent of any limit on the liability of Holdings 3 in this Agreement or any Acquisition Document.
GUARANTEE OF PURCHASER'S OBLIGATIONS. SCI hereby, to the fullest extent permitted by ------------------------------------ applicable law, irrevocably and unconditionally guarantees to the Company and Seller and their successors and assigns the prompt performance and payment in full when due of all obligations of Purchaser to the Company and Seller under this Agreement and hereby agrees to take all reasonably necessary action as the sole shareholder of Purchaser to cause Purchaser to perform its obligations under this Agreement.
GUARANTEE OF PURCHASER'S OBLIGATIONS. 10.10.1 Wolseley unoditionally and irrevocably, as a continuing obligation, hereby guarantees the payment upon demand to the Seller (engagement solidaire) of the Purchase Price and other sums due by the Purchaser pursuant to Sections 2.2, 2.3(d) and 2.4(b) of this Agreement and any sums due by the Purchaser under Section 8.5 in the event of the breach of the representations and warranties in Article IV of this Agreement, but unpaid (the “Purchaser’s Guaranteed Obligations”).
GUARANTEE OF PURCHASER'S OBLIGATIONS. (a) The Purchaser’s Guarantor unconditionally and irrevocably guarantees to the Seller the due and punctual performance and observance by the Purchaser of all its obligations, commitments, undertakings, warranties and indemnities under or pursuant to the Transaction Documents (the Purchaser’s Guaranteed Obligations) and agrees that, if any Purchaser’s Guaranteed Obligation is or becomes unenforceable, invalid or illegal, it shall, as an independent and primary obligation, indemnify the Seller on an after tax basis in respect of any breach by the Purchaser of any of the Purchaser’s Guaranteed Obligations if the Purchaser’s Guaranteed Obligation were not unenforceable, invalid or illegal, to the extent of any limit on the liability of the Purchaser in the Transaction Documents.
GUARANTEE OF PURCHASER'S OBLIGATIONS. Each of SciTec and CompuPool hereby represents and warrants that it has a material economic interest, whether direct or indirect, in Purchaser, and that the execution of this Agreement and the consummation of the transactions contemplated hereby will be of direct benefit to each of SciTec and CompuPool (each, a “Performance Guarantor”). Accordingly, each Performance Guarantor, jointly and severally, hereby absolutely, unconditionally and irrevocably guarantees to Seller the full, timely and prompt performance and payment by Purchaser of all of Purchaser’s obligations under this Agreement and the other Transaction Documents, including without limitation, under Sections 2.3, 2.5, 2.7 and Article IX of this Agreement and the obligations of Purchaser under the Sublease, Promissory Note and Security Agreement attached hereto as Exhibits B, C and D, respectively, including all amounts due thereunder, and each Performance Guarantor, jointly and severally, shall be directly and primarily liable with respect to the obligations thereunder as if such Performance Guarantor were the Purchaser hereunder.
GUARANTEE OF PURCHASER'S OBLIGATIONS. In consideration of the Purchaser agreeing to enter into this Agreement the Guarantor undertakes with the Vendor that:
GUARANTEE OF PURCHASER'S OBLIGATIONS. STN hereby, to the fullest extent permitted by applicable law, irrevocably and unconditionally guarantees to the Company and its successors and assigns the prompt performance and payment in full when due of all obligations of Purchaser to the Company under this Agreement and hereby agrees to take all reasonably necessary action as the sole shareholder of Purchaser to cause Purchaser to perform its obligations under this Agreement. THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized officer or trustee, as applicable, of each party hereto as of the date first above written. "PURCHASER" LAKE XXXX STATION, INC., a Nevada corporation By: /s/ Xxxxx X. Xxxxxxxxxxx --------------------------------------- Name: Title: "STN" STATION CASINOS, INC., a Nevada corporation By: /s/ Xxxxx X. Xxxxxxxxxxx --------------------------------------- Name: Title: "THE COMPANY" AMERISTAR CASINO LAS VEGAS, INC., a Nevada corporation By: /s/ Xxxxxx X. Xxxxxxxxxx --------------------------------------- Name: Xxxxxx X. Xxxxxxxxxx Title: Vice President
