Guaranty of Purchaser Sample Clauses

Guaranty of Purchaser. In the event that the Purchaser assigns its rights under this Agreement to a Subsidiary Assignee, the Purchaser hereby absolutely, irrevocably and unconditionally guarantees to the Seller the payment or performance of any and all of the obligations of the Purchaser and/or Subsidiary Assignee under this Agreement and each of the documents contemplated hereunder (the “Guaranteed Obligations”), and upon written demand by the Seller, the Purchaser shall pay or perform, or shall cause to be paid or performed, any of the Guaranteed Obligations. The guarantee provided by the Purchaser pursuant to this Section 13.05 is a guarantee of payment and performance (and not just of collection), and the Purchaser acknowledges and agrees that this guarantee is full and unconditional, and no amendment, modification, waiver, release or extinguishment of any obligations or liabilities of the Purchaser or any Subsidiary Assignee, whether by decree in any bankruptcy proceeding or otherwise, shall affect the continuing validity and enforceability of this guarantee. The Purchaser and the Subsidiary Assignee hereby waive, for the benefit of the Purchaser, any right to require the Purchaser, as a condition or prerequisite of payment or performance by the Purchaser, to proceed in any proceeding or other action against the Subsidiary Assignee or any other Person. The Purchaser understands and acknowledges that the Seller is relying on this guarantee in entering into this Agreement and that the agreements by the Purchaser set forth in this Section 13.05 are knowingly made in the furtherance of the receipt of substantial direct and indirect benefits from the transactions contemplated by this Agreement. The obligations of the Purchaser under this Section 13.05 are subject to any and all rights and defenses that the Purchaser or any Subsidiary Assignee has or may have hereafter under the terms of this Agreement.
Sample 1
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Guaranty of Purchaser. For and in consideration of the benefits to be derived directly and indirectly from this Agreement, Purchaser covenants and agrees to indemnify the Seller and Seller's Affiliates from any and all obligations of Purchaser's Affiliates under this Agreement and the Supplemental Purchase and Sale Agreements.
Sample 1

Related to Guaranty of Purchaser

  • Representations of Purchaser Purchaser acknowledges that Purchaser has received, read and understood the Plan and the Option Agreement and agrees to abide by and be bound by their terms and conditions.

  • Authority of Purchaser Purchaser has the power and authority (corporate or similar) to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to comply with the terms, conditions and provisions hereof. The execution, delivery and performance of this Agreement by Purchaser has been duly authorized and approved by Purchaser and does not require any further authorization or consent of Purchaser or its beneficial owners. This Agreement is the legal, valid and binding agreement of Purchaser, enforceable against Purchaser in accordance with its terms.

  • Obligations of Purchaser The obligations of the Purchaser under this Receivables Purchase Agreement shall not be affected by reason of any invalidity, illegality or irregularity of any Receivable.

  • Covenants of Purchaser Purchaser covenants and agrees as follows:

  • Execution of Purchase Agreement FURTHER RESOLVED, that the Corporation be and it hereby is authorized to execute the Purchase Agreement providing for the purchase of up to Twenty Million Dollars ($20,000,000) of the Corporation’s common stock; and

  • Representation of Purchasers You will act for the several Purchasers in connection with this purchase, and any action under this Agreement taken by you will be binding upon all the Purchasers.

  • REINSTATEMENT OF PURCHASE AGREEMENT All other provisions and conditions of the referred Purchase Agreement, as well as its related Attachments, which are not specifically amended by this Amendment No. 17, shall remain in full force and effect without any change.

  • Closing Deliveries of Purchaser At the Closing, Purchaser shall deliver to Seller:

  • Organization of Purchaser The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, with full corporate power and corporate authority to own, lease and operate its properties and to carry on its business in the manner in which such business is now being conducted, to own the Stock being acquired in the Acquisition pursuant to this Agreement and to enter into and perform its obligations under this Agreement.

  • Nature of Purchaser Such Purchaser represents and warrants to, and covenants and agrees with, the Partnership that, (a) it is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated by the Commission pursuant to the Securities Act and (b) by reason of its business and financial experience it has such knowledge, sophistication and experience in making similar investments and in business and financial matters generally so as to be capable of evaluating the merits and risks of the prospective investment in the Purchased Units, is able to bear the economic risk of such investment and, at the present time, would be able to afford a complete loss of such investment.

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