Common use of Guarantee of Seller’s Obligations Clause in Contracts

Guarantee of Seller’s Obligations. Each of MI and PG, jointly and severally, as principal obligor and not merely as a surety, hereby unconditionally guarantees full, punctual and complete performance by Seller of Seller’s obligations under this Agreement and each of the Closing Documents subject to the terms hereof and thereof and so undertakes to Buyer and Radiologix that, if and whenever Seller is in default, each of MI and PG will on demand duly and promptly perform or procure the performance of Seller’s obligations. The foregoing guarantee is a continuing guarantee and will remain in full force and effect until the obligations of Seller under this Agreement have been duly performed or discharged and will continue to be effective or will be reinstated, as the case may be, if at any time any sum paid to Buyer or Radiologix must be restored by Buyer or Radiologix upon the bankruptcy, liquidation or reorganization of Seller. MI’s and PG’s obligations under this Section shall not be affected or discharged in any way by any proceeding with respect to Seller under any federal or state bankruptcy, insolvency or debtor relief laws. PG (for itself and its Affiliates) represents, warrants and covenants to and with Buyer and Radiologix that PG shall at all times maintain sufficient assets to fulfill its obligations under this Section. 12. TERMINATION OF OTHER AGREEMENTS AND MUTUAL RELEASE

Guarantee of Seller’s Obligations. Each of MI and PG, jointly and severallyMedCath Corporation, as principal obligor and not merely as a surety, hereby unconditionally guarantees full, punctual and complete performance by Seller of Seller’s obligations under this Agreement and each of the Closing Documents documents subject to the terms hereof and thereof and so undertakes to Buyer and Radiologix Vanguard Health System that, if and whenever Seller is in default, each of MI and PG MedCath Corporation will on demand duly and promptly perform or procure the performance of Seller’s obligations. The foregoing guarantee is a continuing guarantee and will remain in full force and effect until the obligations of Seller under this Agreement have been duly performed or discharged and will continue to be effective or will be reinstated, as the case may be, reinstated if at any time any sum paid to Buyer or Radiologix must be restored by Buyer or Radiologix upon the bankruptcy, liquidation or reorganization of Seller. MI’s and PGMedCath Corporation’s obligations under this Section 13.22 shall not be affected or discharged in any way by any action or proceeding with respect to Seller under any federal or state bankruptcy, insolvency or debtor relief laws. PG (for itself Without limiting any of the foregoing, MedCath Corporation hereby joins in to this Agreement and its Affiliates) represents, warrants and covenants agrees to and with Buyer and Radiologix that PG shall at all times maintain sufficient assets to fulfill its obligations under this Sectionabide by the Seller non-compete contained in Section 11.7. 12. TERMINATION OF OTHER AGREEMENTS AND MUTUAL RELEASE

Guarantee of Seller’s Obligations. Each of MI and PG, jointly and severallyMedCath Corporation, as principal obligor and not merely as a surety, hereby unconditionally guarantees full, punctual and complete performance by each Seller of Seller’s obligations under this Agreement and each of the Closing Documents documents subject to the terms hereof and thereof and so undertakes to Buyer and Radiologix that, if and whenever Seller is in default, each of MI and PG MedCath Corporation will on demand duly and promptly perform or procure the performance of Seller’s obligations. The foregoing guarantee is a continuing guarantee and will remain in full force and effect until the obligations of each Seller under this Agreement have been duly performed or discharged and will continue to be effective or will be reinstated, as the case may be, reinstated if at any time any sum paid to Buyer or Radiologix must be restored by Buyer or Radiologix upon the bankruptcy, liquidation or reorganization of Seller. MI’s and PGMedCath Corporation’s obligations under this Section 14.22 shall not be affected or discharged in any way by any action or proceeding with respect to Seller under any federal or state bankruptcy, insolvency or debtor relief laws. PG (for itself Without limiting any of the foregoing, MedCath Corporation hereby joins in to this Agreement and its Affiliates) represents, warrants and covenants agrees to and with Buyer and Radiologix that PG shall at all times maintain sufficient assets to fulfill its obligations under this Sectionabide by the Seller non-compete contained in Section 11.7. 12. TERMINATION OF OTHER AGREEMENTS AND MUTUAL RELEASE

Guarantee of Seller’s Obligations. Each of MI and PG, jointly and severallyThe Foundation, as principal obligor and not merely as a surety, hereby unconditionally guarantees full, punctual and complete performance by Seller Sellers, and any of Sellers' successors or assignees, of each Seller’s 's obligations under this Agreement and each of the Closing Documents subject to the terms hereof and thereof and so undertakes to Buyer and Radiologix Purchasers that, if and whenever any Seller is in default, each of MI and PG the Foundation will on demand duly and promptly perform or procure the performance of each Seller’s 's obligations. The foregoing guarantee is a continuing guarantee and will remain in full force and effect until the obligations of each Seller under this Agreement have been duly performed or discharged and will continue to be effective or will be reinstated, as the case may be, if at any time any sum paid to Buyer or Radiologix Purchasers must be restored by Buyer or Radiologix Purchasers upon the bankruptcy, liquidation or reorganization of any Seller. MI’s and PG’s The Foundation's obligations under this Section shall not be affected or discharged in any way by any proceeding with respect to any Seller under any federal or state bankruptcy, insolvency or debtor relief laws. PG (for itself and The Foundation agrees that it shall execute such further documentation as the Purchasers or its Affiliates) represents, warrants and covenants successors or assigns deem reasonably necessary to and with Buyer and Radiologix that PG shall at all times maintain sufficient assets to fulfill its evidence the Foundation's guaranty obligations under this SectionSection 18.1. 12. TERMINATION OF OTHER AGREEMENTS AND MUTUAL RELEASE

Guarantee of Seller’s Obligations. Each of MI and PG, jointly and severallyThe Foundation, as principal obligor and not merely as a surety, hereby unconditionally guarantees full, punctual and complete performance by Seller Sellers of each Seller’s 's obligations under this Agreement and each of the Closing Documents subject to the terms hereof and thereof and so undertakes to Buyer and Radiologix Vanguard that, if and whenever any Seller is in default, each of MI and PG the Foundation will on demand duly and promptly perform or procure the performance of each Seller’s 's obligations. The foregoing guarantee is a continuing guarantee and will remain in full force and effect until the obligations of each Seller under this Agreement have been duly performed or discharged and will continue to be effective or will be reinstated, as the case may be, if at any time any sum paid to Buyer or Radiologix Vanguard must be restored by Buyer or Radiologix Vanguard upon the bankruptcy, liquidation or reorganization of any Seller. MI’s and PG’s The Foundation's obligations under this Section shall not be affected or discharged in any way by any proceeding with respect to any Seller under any federal or state bankruptcy, insolvency or debtor relief laws. PG (for itself The Foundation's board of directors has approved the Foundation's execution of this Agreement and its Affiliates) represents, warrants and covenants to and with Buyer and Radiologix that PG shall at all times maintain sufficient assets to fulfill the performance of its obligations under this Sectionhereunder. 12. TERMINATION OF OTHER AGREEMENTS AND MUTUAL RELEASE

Guarantee of Seller’s Obligations. Each of MI and PG, jointly and severallyThe Foundation, as principal obligor and not merely as a surety, hereby unconditionally guarantees full, punctual and complete performance by Seller of each Seller’s obligations under this Agreement agreement and each of the Closing Documents subject to the terms hereof and thereof and so undertakes to Buyer and Radiologix Vanguard that, if and whenever Seller is in default, each of MI and PG the Foundation will on demand duly and promptly perform or procure the performance of each Seller’s obligations. The foregoing guarantee is a continuing guarantee and will remain in full force and effect until indefinitely (in light of the fact that, as provided in section 9.06, certain representations, warranties, covenants and indemnification obligations of Seller under this Agreement have been duly performed or discharged survive the Closing indefinitely) and will continue be reinstated with respect to be effective or will be reinstated, as the case may be, if at any time any sum paid to Buyer or Radiologix Vanguard that must be restored by Buyer or Radiologix Vanguard upon the bankruptcy, liquidation or reorganization of Seller. MI’s and PGThe Foundation’s obligations under this Section section shall not be affected or discharged in any way by any proceeding Proceeding with respect to Seller under any federal or state bankruptcy, insolvency or debtor relief lawslaws (or any order, judgment, ruling, writ, injunction or decree entered or made in connection therewith) or any other fact, development, occurrence or circumstance affecting the legal capacity of Seller or the enforceability of this agreement or any of the Closing Documents against Seller in accordance with their respective terms. PG (for itself The Foundation’s board of directors has approved the Foundation’s execution of this agreement and its Affiliates) represents, warrants and covenants to and with Buyer and Radiologix that PG shall at all times maintain sufficient assets to fulfill the performance of its obligations under this Sectionhereunder. 12. TERMINATION OF OTHER AGREEMENTS AND MUTUAL RELEASE