Guarantees of Performance. Each Party hereby guarantees the complete and prompt performance by its Affiliates of all of their obligations and undertakings pursuant to this Agreement. If, subsequent to the consummation of the Distribution, either Parent or SpinCo shall be acquired by another entity (the “acquirer”) such that 50% or more of the acquired corporation’s common stock is held by the acquirer and its affiliates, the acquirer shall, by making such acquisition, simultaneously agree to jointly and severally guarantee the complete and prompt performance by the acquired corporation and any Affiliate of the acquired corporation of all of their obligations and undertakings pursuant to this Agreement and the acquired corporation shall cause such acquirer to enter into an agreement reflecting such guarantee. For the avoidance of doubt, the Merger shall not be deemed an acquisition for purposes of this Section 7.3.
Guarantees of Performance. Realty and Marketing hereby guarantee the complete and prompt performance by the members of their respective Affiliated Groups of all of their obligations and undertakings pursuant to this Agreement. If, subsequent to the close of business on the Closing Date, either Realty or Marketing shall be acquired by another entity such that 50% or more of its common stock is in common control with such acquirer, such acquirer shall, by making such acquisition, simultaneously agree to jointly and severally guarantee the complete and prompt performance by the acquired corporation and any Affiliate of the acquired corporation of all of their obligations and undertakings pursuant to this Agreement.
Guarantees of Performance. Allergan and AMO hereby guarantee the complete and prompt performance by the members of their respective Affiliated Groups of all of their obligations and undertakings pursuant to this Agreement. If after the Closing Date either Allergan or AMO shall be acquired by another entity such that 50% or more of its common stock is in common control by the acquirer, such acquirer shall, by making such acquisition, simultaneously agree to jointly and severally guarantee the complete and prompt performance by the acquired corporation and any Affiliate of the acquired corporation of all of their obligations and undertakings pursuant to this Agreement.
Guarantees of Performance a) The Company hereby guarantees to and in favour of the Provider the due and timely performance and payment of all obligations, duties and liabilities of the Company and its affiliates under this Agreement and agrees to perform all obligations and pay all amounts due hereunder to Executive forthwith upon any breach or failure by the Company or its affiliates in the performance of the terms and conditions hereof.
b) The Executive hereby guarantees to and in favour of the Company the due and timely performance of all obligations, duties and responsibilities of the Provider under this Agreement and agrees to perform all obligations as required hereunder or as the Executive shall be directed by the Company’s Board of Directors.
Guarantees of Performance. The Company and Hi/fn hereby guarantee the complete and prompt performance by the members of their respective Affiliated Groups of all of their obligations and undertakings pursuant to this Agreement. If, subsequent to the Effective Time, either the Company or Hi/fn shall be acquired by another entity such that 50% or more of its common stock is in common control, such acquirer shall, by making such acquisition, simultaneously agree to jointly and severally guarantee the complete and prompt performance by the acquired corporation and any Affiliate of the acquired corporation of all of their obligations and undertakings pursuant to this Agreement.
Guarantees of Performance. (a) Abbott hereby (i) absolutely, unconditionally and irrevocably guarantees all of the obligations of each Purchaser under this Agreement and the Ancillary Agreements to which such Purchaser is a party, and (ii) unconditionally and irrevocably waives any right to revoke this guarantee and acknowledges that this guarantee is continuing in nature and applies to all obligations of such Purchaser under this Agreement and the Ancillary Agreements. The obligations of Abbott under or in respect of this guarantee are independent of the guaranteed obligations, and a separate action or actions may be brought and prosecuted against Abbott to enforce this guarantee, irrespective of whether any action is brought against the applicable Purchaser or whether such Purchaser is joined in any such action or actions.
(b) Guidant hereby (i) absolutely, unconditionally and irrevocably guarantees all of the obligations of each Seller under this Agreement and the Ancillary Agreements to which such Seller is a party, and (ii) unconditionally and irrevocably waives any right to revoke this guarantee and acknowledges that this guarantee is continuing in nature and applies to all obligations of such Seller under this Agreement and the Ancillary Agreements. The obligations of Guidant under or in respect of this guarantee are independent of the guaranteed obligations, and a separate action or actions may be brought and prosecuted against Guidant to enforce this guarantee, irrespective of whether any action is brought against the applicable Seller or whether such Seller is joined in any such action or actions.
Guarantees of Performance. Holding, Hyatt and Classic hereby guarantee the complete and prompt performance by the members of their respective Affiliated Groups of all of their obligations and undertakings pursuant to this Agreement.
Guarantees of Performance. Host Marriott hereby guarantees the ------------------------- complete and prompt performance by the Host Marriott Group, each Host Marriott Member, the Pre-Distribution Group, and all Affiliates of Host Marriott or any Host Marriott Member, of all of their obligations and undertakings pursuant to this Agreement. Crestline hereby guarantees the complete and prompt performance by the Crestline Group, any Crestline Member, and any Affiliate of Crestline or any Crestline Member, of all of their obligations and undertakings pursuant to this Agreement. If, subsequent to the close of business on the Closing Date, either Host Marriott or Crestline shall be acquired by another entity such that 50% or more of its common stock is in common control, such acquirer shall, by making such acquisition, simultaneously agree to jointly and severally guarantee the complete and prompt performance by the acquired corporation and any Affiliate of the acquired corporation of all of their obligations and undertakings pursuant to this Agreement. The Operating Partnership and Host Marriott agree that, without limiting in any respect Host Marriott's obligations or liabilities under, or undertakings pursuant to, this Agreement, including without limitation Host Marriott's obligations to pay Taxes to any Tax Authority or to any party to this Agreement, the Operating Partnership (i) hereby assumes all of Host Marriott's obligations, liabilities and undertakings set forth in this Agreement and agrees to pay any amounts that Host Marriott is obligated to pay to any Tax Authority or to any party pursuant to this Agreement, (ii) hereby guarantees the complete and prompt performance by Host Marriott, the Host Marriott Group, each Host Marriott Member, the Pre-Distribution Group, each Pre-Distribution Member, and all Affiliates of Host Marriott or any Host Marriott Member, of all of their obligations, liabilities and undertakings made under or pursuant to this Agreement, and (iii) hereby indemnifies and holds harmless Host Marriott and any Affiliate of Marriott from and against any obligation hereunder including without limitation any obligation to pay Taxes to any Tax Authority or any party pursuant to this Agreement.
Guarantees of Performance. Hilton and Park Place hereby guarantee the complete and prompt performance by the members of their respective Affiliated Groups of all of their obligations and undertakings pursuant to this Agreement. If, subsequent to the Effective Time, either Hilton or Park Place shall be acquired by another entity such that 50% or more of its common stock is in common control, such acquirer shall, by making such acquisition, simultaneously agree to jointly and severally guarantee the complete and prompt performance by the acquired corporation and any Affiliate of the acquired corporation of all of their obligations and undertakings pursuant to this Agreement.
Guarantees of Performance. CLJ hereby guarantees the complete and prompt performance by each CLJ Party, of all of their obligations and undertakings pursuant to this Agreement. CSL and SNH hereby jointly and severally guarantee the complete and prompt performance by each other and by each SNH Party, of all of their obligations and undertakings pursuant to this Agreement.
