Common use of Guaranty of Sellers’ Obligations Clause in Contracts

Guaranty of Sellers’ Obligations. (a) Parent hereby unconditionally and irrevocably guarantees to Purchaser the due and punctual payment, performance and observance by Seller (and any ‎permitted assignees thereof) of any and all of Seller’s (or such permitted assignee’s) obligations pursuant to this Agreement (collectively, the “Seller Guaranteed Obligations”). The liability of Parent under this guaranty will not be released or diminished by any variation of the Seller Guaranteed Obligations or by any delay by Purchaser in seeking performance of the Seller Guaranteed Obligations or by any granting of time for such performance. (b) This is a guarantee of payment and performance. Should Seller default in the ‎discharge or performance or observance of all or any portion of the Seller Guaranteed Obligations, Parent shall immediately pay or perform and satisfy the Seller Guaranteed Obligations so that the same benefits are conferred on Purchaser as it would have received if the Seller Guaranteed Obligations had been duly paid, performed and satisfied by Seller. (c) Purchaser shall not be obligated to file any claim relating to the Seller Guaranteed Obligations in the event that Seller becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of Purchaser to so file shall not affect Parent’s obligations hereunder. In the event that any payment to Purchaser in respect of the Seller Guaranteed Obligations is rescinded or otherwise returned for any reason whatsoever, Parent shall remain liable hereunder with respect to the Seller Guaranteed Obligations as if such payment had not been made. (d) This guaranty is a continuing guarantee and accordingly is to remain in force until all the Seller Guaranteed Obligations have been performed or satisfied. (e) As a separate and independent stipulation, Parent acknowledges, confirms and agrees that any Seller Guaranteed Obligation that is or becomes unenforceable against, or not capable of recovery from, Seller by reason of any legal limitation, disability or incapacity on or of Seller or any other facts or circumstances will nevertheless be enforceable against and recoverable from Parent as though the same had been incurred by Parent and Parent was the sole or principal obligor in respect of that Seller Guaranteed Obligation, and Parent shall immediately pay or perform the Seller Guaranteed Obligations. Without limiting the generality of the foregoing, Parent hereby waives: (A) notice of acceptance of this guaranty, and of the creation or existence of any of the Seller Guaranteed Obligations and of any action by Purchaser in reliance hereon or in connection herewith; (B) presentment, demand for payment, notice of dishonor or nonpayment, protest and notice of protest with respect to the Seller Guaranteed Obligations; and (C) any requirement that suit be brought against, or any other action by Purchaser be taken against, Seller or any other Person, or that any other action be taken or not taken as a condition to such Parent’s liability for the Seller Guaranteed Obligations or as a condition to the enforcement of this guaranty or the Seller Guaranteed Obligations against Parent, including, without limitation, any right for exclusion or separation of Seller’s assets, other than as contemplated in this Agreement. (f) Parent represents and warrants to Purchaser as follows: (a) Parent is a corporation validly existing and in good standing under the laws of the State of Delaware and has the requisite organizational power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (b) the execution, delivery and performance of this Agreement by Parent has been duly authorized by all necessary organizational action, and no other proceedings or ‎actions on the part of Parent are necessary therefor; and (c) this Agreement constitutes the legal, valid and binding obligation of Parent, and is enforceable against Parent in accordance with its terms, subject to Enforceability Limitations. Parent agrees that it will not make any distribution to any of its equityholders to the extent that at the time of the distribution, after giving effect to the distribution, the liabilities of Parent exceed the fair value of the assets of Parent. * * * * *

Guaranty of Sellers’ Obligations. (a) Parent As a material inducement for Buyer’s entering into this Amendment No. 2, and in consideration thereof, Guarantor hereby unconditionally guarantees the full, prompt and irrevocably guarantees to Purchaser the due and punctual payment, complete performance and observance by Seller of all the terms and conditions of the Agreement to be performed by Seller thereunder (and any ‎permitted assignees thereof) of any and all of Seller’s (or such permitted assignee’s) obligations pursuant to this Agreement (collectively, the “Seller Guaranteed ObligationsGuaranty”). The Guarantor hereby indemnifies and holds Buyer and Buyer’s successors and assigns harmless from and against all liability and expense, including reasonable attorney’s fees, sustained by Buyer by reason of Parent under this guaranty will not be released or diminished by any variation of the Seller Guaranteed Obligations or by any delay by Purchaser in seeking performance of the Seller Guaranteed Obligations or by any granting of time for such performance. (b) This is a guarantee of payment and performance. Should Seller default in the ‎discharge or performance or observance of all or any portion of the Seller Guaranteed Obligations, Parent shall immediately pay or perform and satisfy the Seller Guaranteed Obligations so that the same benefits are conferred on Purchaser as it would have received if the Seller Guaranteed Obligations had been duly paid, performed and satisfied by Seller. (c) Purchaser shall not be obligated to file any claim relating to the Seller Guaranteed Obligations in the event that Seller becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of Purchaser Guarantor fully to so file shall not affect Parent’s perform and comply with the terms and obligations hereunder. In the event that any payment to Purchaser in respect of the Seller Guaranteed Obligations is rescinded or otherwise returned for any reason whatsoever, Parent shall remain liable hereunder with respect to the Seller Guaranteed Obligations as if such payment had not been made. (d) This guaranty is a continuing guarantee and accordingly is to remain in force until all the Seller Guaranteed Obligations have been performed or satisfied. (e) As a separate and independent stipulation, Parent acknowledges, confirms and agrees that any Seller Guaranteed Obligation that is or becomes unenforceable againstAgreement, or not capable of recovery from, Seller by reason of any legal limitationmisrepresentation of Guarantor hereunder. It is understood this is a continuing, disability or incapacity on or of Seller or any other facts or circumstances will nevertheless be enforceable against absolute and recoverable from Parent as though unconditional Guaranty, co-extensive and co-terminous with the same had been incurred by Parent and Parent was the sole or principal obligor in respect of that Seller Guaranteed Obligation, and Parent shall immediately pay or perform Agreement between the Seller Guaranteed Obligationsand Buyer, as it may be further extended and amended by Buyer and Seller. Without limiting the generality of the foregoing, Parent Guarantor hereby waives: (A) expressly waives notice of acceptance of this guarantyGuaranty, notice of the defaults by Seller or of nonpayment or nonfulfillment of any or all of Seller’s liabilities and obligations. The delay or failure of Buyer to insist on strict performance of any provision of this Agreement, or to take advantage of any rights hereunder, shall not be construed as a waiver of such provision or right or of the Guaranty. The Guarantor hereby expressly gives the Buyer and Seller from time to time, without notice to Guarantor, authority and consent to give and make such extensions, renewals, settlements, and of the creation or existence of compromises at it may deem proper with respect to any of the Seller Guaranteed Obligations and duties or liabilities of any action by Purchaser in reliance hereon or in connection herewith; (B) presentment, demand for payment, notice of dishonor or nonpayment, protest and notice of protest with respect to the Seller Guaranteed Obligations; and (C) any requirement that suit be brought against, or any other action by Purchaser be taken against, Seller or any other Person, or that any other action be taken or not taken as a condition to such Parent’s liability for the Seller Guaranteed Obligations or as a condition to the enforcement of this guaranty or the Seller Guaranteed Obligations against Parent, including, without limitation, any right for exclusion or separation of Seller’s assets, other than as contemplated in under this Agreement. (f) Parent represents and warrants to Purchaser as follows: (a) Parent is a corporation validly existing and in good standing under the laws of the State of Delaware and has the requisite organizational power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (b) the execution, delivery and performance of this Agreement by Parent has been duly authorized by all necessary organizational action, and no other proceedings or ‎actions on the part of Parent are necessary therefor; and (c) this Agreement constitutes the legal, valid and binding obligation of Parent, and is enforceable against Parent in accordance with its terms, subject to Enforceability Limitations. Parent agrees that it will not make any distribution to any of its equityholders to the extent that at the time of the distribution, after giving effect to the distribution, the liabilities of Parent exceed the fair value of the assets of Parent. * * * * *

Guaranty of Sellers’ Obligations. (a) Parent As a material inducement for Buyer to enter into this Agreement, Guarantor hereby (i) absolutely, unconditionally and irrevocably guarantees to Purchaser the fullest extent possible, as primary obligor and not merely as surety, the due and punctual payment, prompt payment and performance and observance by Seller (and any ‎permitted assignees thereof) of any and all of Seller’s (or such permitted assignee’s) obligations pursuant to under this Agreement (collectively, the “Seller "Guaranteed Obligations”). The liability of Parent under ") and (ii) unconditionally and irrevocably waives any right to revoke this guaranty will not be released guarantee, in whole or diminished by any variation of the Seller Guaranteed Obligations or by any delay by Purchaser in seeking performance of the Seller Guaranteed Obligations or by any granting of time for such performancepart. (b) This is a guarantee Guarantor acknowledges that it will receive direct and indirect benefits from the consummation of payment this Agreement and performance. Should Seller default in the ‎discharge or performance or observance of all or any portion of the Seller Guaranteed Obligations, Parent shall immediately pay or perform and satisfy the Seller Guaranteed Obligations so that the same benefits waivers and obligations set forth in this Section 8.20 are conferred on Purchaser as it would have received if the Seller Guaranteed Obligations had been duly paid, performed and satisfied by Sellerknowingly made in contemplation of such benefits. (c) Purchaser Buyer acknowledges that any extension, settlement, compromise, waiver or release in writing signed by Buyer affecting any Guaranteed Obligation shall not be obligated to file any claim relating also operate as an extension, settlement, compromise, waiver or release by Buyer of Guarantor from its obligations under this Guaranty to the Seller Guaranteed Obligations in the event that Seller becomes subject to a bankruptcyextent of such extension, reorganization settlement, compromise, waiver or similar proceeding, and the failure of Purchaser to so file shall not affect Parent’s obligations hereunder. In the event that any payment to Purchaser in respect of the Seller Guaranteed Obligations is rescinded or otherwise returned for any reason whatsoever, Parent shall remain liable hereunder with respect to the Seller Guaranteed Obligations as if such payment had not been maderelease. (d) This guaranty is a continuing guarantee and accordingly is to remain in force until all the Seller Guaranteed Obligations have been performed or satisfiedGuarantor’s obligations under this Guaranty shall be coterminous with Seller’s obligations hereunder. (e) As a separate and independent stipulation, Parent acknowledges, confirms and agrees that any Seller Guaranteed Obligation that is or becomes unenforceable against, or not capable of recovery from, Seller by reason of any legal limitation, disability or incapacity on or of Seller or Notwithstanding any other facts provision of this Agreement to the contrary, Guarantor reserves the right to assert, as a defense to such payment or circumstances will nevertheless be enforceable against performance by Guarantor of the Guaranteed Obligations, any rights, remedies, set-offs and recoverable from Parent as though the same had been incurred by Parent and Parent was the sole defenses to such payment or principal obligor in respect of performance that Seller Guaranteed Obligation, and Parent shall immediately pay or perform the Seller Guaranteed Obligations. Without limiting the generality of the foregoing, Parent hereby waives: (A) notice of acceptance of this guaranty, and of the creation or existence of any of the Seller Guaranteed Obligations and of any action by Purchaser in reliance hereon or in connection herewith; (B) presentment, demand for payment, notice of dishonor or nonpayment, protest and notice of protest with respect could assert pursuant to the Seller Guaranteed Obligations; and (C) any requirement that suit be brought against, or any other action by Purchaser be taken against, Seller or any other Person, or that any other action be taken or not taken as a condition to such Parent’s liability for the Seller Guaranteed Obligations or as a condition to the enforcement terms of this guaranty or the Seller Guaranteed Obligations against Parent, including, without limitation, any right for exclusion or separation of Seller’s assets, other than as contemplated in this Agreement. (f) Parent represents and warrants This Section 8.20 may not be amended or modified in any manner adverse to Purchaser as follows: (a) Parent is a corporation validly existing and in good standing under the laws Guarantor without the prior written consent of the State of Delaware and has the requisite organizational power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (b) the execution, delivery and performance of this Agreement by Parent has been duly authorized by all necessary organizational action, and no other proceedings or ‎actions on the part of Parent are necessary therefor; and (c) this Agreement constitutes the legal, valid and binding obligation of Parent, and is enforceable against Parent in accordance with its terms, subject to Enforceability Limitations. Parent agrees that it will not make any distribution to any of its equityholders to the extent that at the time of the distribution, after giving effect to the distribution, the liabilities of Parent exceed the fair value of the assets of Parent. * * * * *Guarantor.

Guaranty of Sellers’ Obligations. (a) Parent For good and valuable consideration, the receipt and adequacy of which is acknowledged and confessed and as an inducement to Purchaser to execute, deliver and perform its obligations under the foregoing Asset Purchase Agreement and to Purchaser’s managing board to authorize and approve the transactions provided for in such agreement, the undersigned Guarantor, by and through its duly authorized representative, does hereby unconditionally and irrevocably guarantees agree to Purchaser guarantee the due and punctual payment, performance and observance by Seller (and any ‎permitted assignees thereof) payment of any and all of Seller’s (payments, indemnities or such permitted assignee’s) obligations pursuant to this Agreement (collectively, other expenditures and the “Seller Guaranteed Obligations”). The liability of Parent under this guaranty will not be released or diminished by any variation of the Seller Guaranteed Obligations or by any delay by Purchaser in seeking performance of all other obligations of Seller under the Seller Guaranteed Obligations or by foregoing Asset Purchase Agreement and any granting of time for agreements ancillary to such performance. (b) This is a guarantee of payment and performance. Should Seller default in the ‎discharge or performance or observance of all or any portion of the Seller Guaranteed ObligationsAsset Purchase Agreement; provided, Parent shall immediately pay or perform and satisfy the Seller Guaranteed Obligations so further, that the same benefits are conferred on Purchaser as it would have received if the Seller Guaranteed Obligations had been duly paid, performed and satisfied by Seller. (c) Purchaser shall not be obligated required to file exhaust any claim relating to the remedies against Seller Guaranteed Obligations before proceeding against Guarantor but Purchaser may do so in the event that Seller becomes subject to a bankruptcy, reorganization or similar proceeding, Purchaser’s sole and the failure of Purchaser to so file shall not affect Parent’s obligations hereunderabsolute discretion. In the event that any payment to Purchaser in respect of the Seller Guaranteed Obligations is rescinded or otherwise returned for any reason whatsoever, Parent shall remain liable hereunder with respect to the Seller Guaranteed Obligations as if such payment had not been made. (d) This guaranty is a continuing guarantee and accordingly is to remain in force until all the Seller Guaranteed Obligations have been performed or satisfied. (e) As a separate and independent stipulation, Parent acknowledges, confirms and agrees that any Seller Guaranteed Obligation that is or becomes unenforceable against, or not capable of recovery from, Seller by reason of any legal limitation, disability or incapacity on or of Seller or any other facts or circumstances will nevertheless be enforceable against and recoverable from Parent as though the same had been incurred by Parent and Parent was the sole or principal obligor in respect of that Seller Guaranteed Obligation, and Parent shall immediately pay or perform the Seller Guaranteed Obligations. Without limiting the generality of the foregoing, Parent hereby waives: (A) notice of acceptance of this guaranty, and of the creation or existence of any of the Seller Guaranteed Obligations and of any action by Purchaser in reliance hereon or in connection herewith; (B) presentment, demand for payment, notice of dishonor or nonpayment, protest and notice of protest with respect to the Seller Guaranteed Obligations; and (C) any requirement that suit be brought against, or any other action by Purchaser be taken against, Seller or any other Person, or that any other action be taken or not taken as a condition to such Parent’s liability for the Seller Guaranteed Obligations or as a condition to the enforcement of this guaranty or the Seller Guaranteed Obligations against Parent, including, without limitation, any right for exclusion or separation of Seller’s assets, other than as contemplated in this Agreement. (f) Parent Guarantor represents and warrants to Purchaser as followsthat: (ai) Parent it is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware North Carolina; (ii) the execution and has delivery of this guaranty by Guarantor and the requisite organizational power and authority to execute and deliver this Agreement and to perform performance by Guarantor of its obligations hereunder; (b) pursuant to this guaranty have been duly and validly authorized and approved by any and all requisite corporate action of Guarantor and its board of directors and no other act or proceeding on their part or on the part of any other person or entity is necessary to authorize the execution, delivery and performance of this Agreement guaranty by Parent has been duly authorized by all necessary organizational action, the undersigned on behalf of and no other proceedings or ‎actions on in the part name of Parent are necessary thereforGuarantor; and (ciii) this Agreement guaranty constitutes the a legal, valid and binding obligation of ParentGuarantor, and is enforceable against Parent Guarantor in accordance with its terms, subject except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to Enforceability Limitationscreditors’ rights and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). Parent agrees Guarantor: CARAUSTAR INDUSTRIES, INC. By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Sr. Vice President and CFO Seller and Purchaser agree that it will not make any distribution to any of its equityholders to the extent that at the time allocation of the distribution, after giving effect to Purchase Price among the distribution, the liabilities of Parent exceed the fair value Purchased Assets for purposes of the assets Forms 8594 to be filed on the respective tax returns of Parent. * * * * *Seller and Purchaser will be in accordance with the rules and methodology set forth below.

Guaranty of Sellers’ Obligations. (a) Parent The Guarantor hereby unconditionally and irrevocably guarantees to Purchaser the Buyer the due and punctual payment, prompt payment and performance and observance by Seller (and any ‎permitted assignees thereof) of any and all obligations of Seller’s (or such permitted assignee’s) obligations pursuant to the Sellers under this Agreement and the Collateral Agreements (collectively, the “Seller Guaranteed Obligations”). The liability of Parent under this guaranty will not be released or diminished by any variation In case of the Seller failure of the Sellers to timely pay or perform any Guaranteed Obligations or by Obligation, the Guarantor hereby agrees to cause any delay by Purchaser in seeking such payment to be made punctually when and as the same shall become due and payable, and to cause the timely performance of any such Guaranteed Obligations, all in accordance with the Seller Guaranteed Obligations or by any granting terms of time for such performancethis Agreement and the Collateral Agreements. (b) This is The Guarantor hereby agrees that its Guaranteed Obligations hereunder shall be continuing, absolute and unconditional, and shall remain in full force and effect until all of the Guaranteed Obligations under this Agreement have been completely discharged, irrespective of (1) the extension by the Buyer of the time for payment or performance by the Sellers or the Guarantor of any of their obligations arising under this Agreement or the Collateral Agreements; (2) the modification or amendment of any duty, covenant, agreement or obligation of the Sellers or the Guarantor contained in this Agreement or the Collateral Agreements; (3) any failure, omission, delay or lack on the part of the Buyer to enforce, assert or exercise any right, power or remedy conferred on the Buyer under this Article VIII; (4) lack of presentment, notice of default or protest; (5) lack of corporate power or due authorization, execution or delivery by the Sellers; and (6) any other circumstances which might otherwise constitute a guarantee legal or equitable discharge or defense of payment and performancea guarantor; provided that in no event shall this paragraph extend the scope of the Guaranteed Obligations set forth in Section 8.1(a) above. Should Seller default The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the ‎discharge event of merger or performance or observance of all or any portion bankruptcy of the Seller Guaranteed ObligationsSellers, Parent shall immediately pay or perform any right to require a legal proceeding first against the Sellers, and satisfy all demands whatsoever, and covenants that the Seller Guaranteed Obligations so that contained in this Article VIII will not be discharged except by complete performance of the same benefits are conferred on Purchaser as it would have received if obligations of the Seller Sellers contained in this Agreement or the Guaranteed Obligations had been duly paid, performed and satisfied by Sellercontained in this Article VIII. (c) Purchaser shall not be obligated to file The Guarantor further agrees that if at any claim relating to the Seller Guaranteed Obligations in the event that Seller becomes subject to a bankruptcy, reorganization time all or similar proceeding, and the failure any part of Purchaser to so file shall not affect Parent’s obligations hereunder. In the event that any payment theretofore applied by the Buyer to Purchaser in respect of the Seller any Guaranteed Obligations Obligation is or must be rescinded or otherwise returned to Sellers for any reason whatsoever, Parent including, without limitation, the insolvency, bankruptcy or reorganization of the Sellers, such Guaranteed Obligation shall remain liable hereunder with respect for the purposes of this Article VIII, to the Seller Guaranteed Obligations as if extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and this Article VIII shall continue to be effective or to be reinstated, as the case may be, as to such Guaranteed Obligation as thought such application had not been made. (d) This guaranty is a continuing guarantee and accordingly is to remain in force until all the Seller Guaranteed Obligations have been performed or satisfied. (e) As a separate and independent stipulation, Parent acknowledges, confirms and agrees that any Seller Guaranteed Obligation that is or becomes unenforceable against, or not capable of recovery from, Seller by reason of any legal limitation, disability or incapacity on or of Seller or Notwithstanding any other facts or circumstances will nevertheless provisions hereof, the Guarantor shall be enforceable against and recoverable from Parent as though the same had been incurred by Parent and Parent was the sole or principal obligor in respect of that Seller Guaranteed Obligation, and Parent shall immediately pay or perform the Seller Guaranteed Obligations. Without limiting the generality of the foregoing, Parent hereby waives: (A) notice of acceptance of this guaranty, and of the creation or existence of any of the Seller Guaranteed Obligations and of any action by Purchaser in reliance hereon or in connection herewith; (B) presentment, demand for payment, notice of dishonor or nonpayment, protest and notice of protest with respect entitled to the Seller Guaranteed Obligations; benefit of and (C) any requirement that suit be brought against, or any other action by Purchaser be taken against, Seller or any other Person, or that any other action be taken or not taken may assert as a condition to such Parent’s liability for the Seller Guaranteed Obligations or as a condition to the enforcement of defense against any claim under this guaranty or the Seller Guaranteed Obligations against Parent, including, without limitationguarantee, any right for exclusion defense, set-off or separation of Seller’s assets, counterclaim which the Sellers could have asserted other than as contemplated in this Agreementdefenses based upon or relating to Sellers’ insolvency, bankruptcy or similar laws or lack or corporate power or due authorization or delivery by the Sellers. (f) Parent represents and warrants to Purchaser as follows: (a) Parent is a corporation validly existing and in good standing under the laws of the State of Delaware and has the requisite organizational power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (b) the execution, delivery and performance of this Agreement by Parent has been duly authorized by all necessary organizational action, and no other proceedings or ‎actions on the part of Parent are necessary therefor; and (c) this Agreement constitutes the legal, valid and binding obligation of Parent, and is enforceable against Parent in accordance with its terms, subject to Enforceability Limitations. Parent agrees that it will not make any distribution to any of its equityholders to the extent that at the time of the distribution, after giving effect to the distribution, the liabilities of Parent exceed the fair value of the assets of Parent. * * * * *