Guaranty of Juggernaut Capital Partners Sample Clauses

Guaranty of Juggernaut Capital Partners. (a) Juggernaut Capital Partners, L.P. (“JCP”) unconditionally guarantees to Parent and Seller that it shall deposit an amount equal to Two Hundred Fifty Thousand U.S. Dollars ($250,000) with the Escrow Agent within five Business Days of the Execution Date, subject to the execution of the Deposit Escrow Agreement in accordance with Section 3.6(a). (b) JCP unconditionally guarantees to Parent and Seller that JCP will duly and punctually pay the Reverse Break-Up Fee to Parent and Seller in accordance with and subject to the limitations set forth in Section 9.4(c), and any collection costs incurred by Parent or Seller in accordance with and subject to the limitations set forth in Section 9.4(d). (c) In the event that at any time between the Execution Date and the Closing Date, Buyer shall be required, pursuant to Article X, to indemnify any Seller Indemnified Party for any Damages related to a Seller Escrow Claim and Buyer fails to satisfy such indemnification obligation, JCP will duly and punctually pay any such obligation of Buyer which such amount shall be paid from the Deposit Escrow Account in accordance with the terms of the Deposit Escrow Agreement and Section 10.6(c)(ii) (or, in the event the parties fail to enter into the Deposit Escrow Agreement, JCP will directly pay such indemnification obligations); provided, however, that in no event shall any Seller Indemnified Party, individually, or Seller Indemnified Parties, collectively, be entitled to indemnification under Article X for Damages in respect of a Seller Escrow Claim or Claims in an amount (individually or in the aggregate) that exceeds Two Hundred Fifty Thousand U.S. Dollars ($250,000) (the “Indemnification Escrow Cap”). For the avoidance of doubt, the maximum amount to be paid by JCP pursuant to this 11.12(c) and Section 9.4(c) shall not exceed Two Hundred Fifty Thousand U.S. Dollars ($250,000). (d) Subject to the satisfaction or waiver by Buyer of the conditions set forth in Sections 8.1 (to the extent Buyer is entitled to the benefit thereof) and 8.2, JCP unconditionally guarantees to Parent and Seller that, in the event that Buyer fails to satisfy its payment obligations under Section 3.1 and, to the extent applicable, Section 3.3, JCP will duly and punctually pay such obligations of Buyer.
Sample 1
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Related to Guaranty of Juggernaut Capital Partners

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  • Fifth Amended and Restated Limited Liability Company Operating Agreement Dated as of November 30, 2012

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