Guaranty of Parent. The Parent hereby unconditionally guaranties ------------------ to the Agent and the Lenders the prompt payment and performance of (a) all liabilities and obligations and Indebtedness, direct or indirect, matured or unmatured, primary or secondary, certain or contingent, of the Borrowers and the Brookstone Subsidiaries (including without limitation, costs and expenses incurred by the Agent and the Lenders in attempting to collect or enforce any of the foregoing), accrued in each case to the date of payment, and (b) the performance of all other agreements, covenants and conditions of the Borrowers and the Brookstone Subsidiaries with respect thereto set forth in this Agreement and all other Lender Agreements. The responsibilities and obligations of the Borrowers and the Brookstone Subsidiaries to the Agent and the Lenders described in the preceding sentence are hereinafter referred to collectively as the "Guaranteed Obligations." The guaranty pursuant to this Section 2.21 is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance by the Borrowers and the Brookstone Subsidiaries of the Guaranteed Obligations and not of collectability of the Guaranteed Obligations, and is in no way conditioned upon any requirement that the Agent or the Lenders first attempt to collect any of the Guaranteed Obligations from the Borrowers and the Brookstone Subsidiaries or resort to any security or other means of obtaining payment of any of the Guaranteed Obligations which the Agent or the Lenders now has or may acquire after the date hereof, or upon any other contingency whatsoever. Upon any default by the Borrowers or the Brookstone Subsidiaries in the full and punctual payment and performance of the Guaranteed Obligations, the liabilities and obligations of the Parent hereunder shall, at the option of the Agent, become forthwith due and payable to the Agent and the Lenders without demand or notice of any nature, all of which are expressly waived by the Parent. Payments by the Parent under this Section 2.21 may be required by the Agent or the Lenders on any number of occasions. The Parent waives presentment, demand, protest, notice of acceptance, notice of Guaranteed Obligations incurred and all other notices of any kind, all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect, any right to require the marshalling of assets of the Borrowers and the Brooksto...
Guaranty of Parent. Parent hereby absolutely and unconditionally guarantees all obligations of the Acquisition Sub under this Agreement, including without limitation the payment of the Consideration set forth in Section 2.04. Parent acknowledges and agrees that: (i) this is a guarantee of payment and performance and not of collectibility only; (ii) Parent's responsibility for its obligations under this Agreement are in no way conditioned upon any requirement that Seller and the Seller Indemnified Parties first attempt to collect from Acquisition Sub with respect to any of Parent's and Acquisition Sub's obligations hereunder; and (iii) Parent hereby waives any and all suretyship protections that are waivable under applicable Law.
Guaranty of Parent. Parent hereby unconditionally and irrevocably guarantees the due and punctual performance and observance by the Purchaser of all covenants, agreements and conditions on its part to be performed and observed under this Agreement. Parent hereby agrees to comply with, and be bound by, this Agreement.
Guaranty of Parent. Pinnacle Entertainment, Inc., a Delaware corporation, (the “Parent”), has agreed to guaranty the obligations of the Tenant under this Ground Lease by a separate guaranty agreement.
Guaranty of Parent. 44 Section 9.14. Shareholder Approval . . . . . . . . . . . . . . . . 44 Section 9.15. Parent Stock Redemption. . . . . . . . . . . . . . . 44 -------------- EXHIBITS Exhibit A--Business Locations Exhibit B--Equipment, Vehicles and Other Personal Property Exhibit C--Existing Real Property Leases Exhibit D--Excluded Assets Exhibit E--Assumed Liabilities Exhibit F--Excluded Liabilities Exhibit G--Inventory Valuation Method Exhibit H--Purchase Price Allocation Exhibit I--Accrued Vacation Exhibit J--Noncompetition Agreement Exhibit K--New Real Property Leases Exhibit L--Xxxxxx'x Supply Agreements Exhibit M--SUPERVALU Supply Agreement DISCLOSURE SCHEDULE Schedule 2.2--Organization and Standing of Sellers Schedule 2.3--Financial Statements Schedule 2.5--No Undisclosed Liabilities Schedule 2.6--Taxes Schedule 2.7--No Material Adverse Change; Absence of Restricted Events Schedule 2.8--Employee Relations Schedule 2.9--Employee Benefit Plans Schedule 2.10--Title to Properties; Encumbrances Schedule 2.11--Personal Property Schedule 2.12--Real Property Schedule 2.13--Condition and Sufficiency of Assets Schedule 2.16--Litigation Schedule 2.17--Authorization and Enforceability; No Conflict Schedule 2.18--Contracts Schedule 2.19--Intellectual Property Assets Schedule 2.20--Insurance Schedule 2.22--Product Warranties and Liabilities Schedule 2.23--Certain Relationships Schedule 2.24--Permits and Licenses; Compliance with Law Schedule 2.25--Sellers' Broker's Fees Schedule 2.27--Environmental Matters Schedule 3.3--Buyer's Broker's Fees ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT ("AGREEMENT") is made as of March 4, 1999 by and between Valuland, Inc., a Michigan corporation ("BUYER") and Glen's Market, Inc. ("GLEN'S"), Catt's Realty Co. ("CATT'S") and Glen's Pharmacy, Inc. ("GLENS PHARMACY") (each, a "SELLER," and, collectively, the "SELLERS"). This Agreement is joined in by the undersigned shareholders of Sellers (each, a "SHAREHOLDER", and, collectively, the "SHAREHOLDERS"); by Universal Land Company, a Michigan corporation, ("REAL ESTATE COMPANY"); and by Spartan Stores, Inc., the parent corporation of Buyer ("PARENT"). Buyer, Sellers, Real Estate Company and Shareholders are sometimes referred to individually in this Agreement as a "PARTY" and collectively as the "PARTIES." All other capitalized terms used in this Agreement and not otherwise defined have the meanings set forth in ARTICLE 8 of this Agreement. Sellers are engaged in the retail grocery, pharmacy ...
Guaranty of Parent. By joining in this Agreement, Parent guarantees to Sellers the full and prompt payment and performance when due of all indebtedness and obligations of Buyer to Sellers under this Asset Purchase Agreement prior to or as of the Closing Date. This guaranty of Parent is an absolute, irrevocable, primary, continuing, unconditional, and unlimited guaranty of performance and payment. This guarantee shall terminate upon Closing. Parent has full capacity, power, and authority to enter into this Agreement and to carry out the covenants and agreements specifically made by Parent in this Agreement, and this Agreement is binding on Parent and enforceable against Parent in accordance with the terms of this Agreement. The signing, delivery, and performance of this Agreement have been duly authorized by all necessary action of the directors and shareholders (if necessary) of Parent.
Guaranty of Parent. 29 3.12 Redenomination of Loans in Sterling............................................................32 3.13
Guaranty of Parent. (a) The Parent hereby unconditionally and irrevocably, guarantees to the Administrative Agent and the Lenders:
Guaranty of Parent. The undersigned, as the ultimate parent corporation of Remel Acquisition Co. (the "Buyer"), hereby absolutely and unconditionally guarantees to the Sellers the prompt payment and performance of all liabilities and obligations to the Sellers ("Buyer Obligations") of the Buyer under the foregoing Purchase Agreement. This guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance by the Buyer of the Buyer Obligations and not of collectability, and is in no way conditioned upon any requirement that the Sellers first attempt to collect any of the Buyer Obligations from the Buyer or any other contingency whatsoever. The undersigned acknowledges that the Sellers are relying upon this guaranty in entering into the Purchase Agreement. SYBRON INTERNATIONAL CORPORATION By: /s/ Kennxxx X. Xxxxx ------------------------------------ Chairman, President and Chief Executive Officer (Title)
Guaranty of Parent. By acknowledging and agreeing to this Agreement, Parent agrees to absolutely, unconditionally and irrevocably guarantee to SELLER the delivery of the number of Parent Shares as required under this Agreement as partial payment of the Total Purchase Price.
