Parent Guarantee. Parent hereby absolutely, irrevocably and unconditionally, guarantees to Sellers the performance of all obligations of Buyer under this Agreement or any Related Document.
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Samples: Stock and Asset Purchase Agreement (Sonic Foundry Inc), Stock and Asset Purchase Agreement (Sonic Foundry Inc)
Parent Guarantee. Parent hereby absolutely, irrevocably and unconditionally, unconditionally guarantees to Sellers the performance each and every obligation of all obligations of Buyer Purchaser under this Agreement and the Offer Documents (the “Guarantee”). Parent and Purchaser, and following the Offer Closing, and the Company, shall not assert any position challenging the legal, valid and binding obligation of Parent with respect to the Guarantee, or any Related Documentthe enforceability of the Guarantee in accordance with its terms for the benefit of the Company Stockholders.
Appears in 2 contracts
Samples: Transaction Agreement (Schneider Electric Sa), Transaction Agreement (Telvent Git S A)
Parent Guarantee. Parent hereby absolutely, irrevocably and unconditionally, guarantees to Sellers (and their Affiliates) the performance full payment of any obligation of Purchaser hereunder, including, but not limited to, all obligations of Buyer under this Agreement or any Initial Assumed Liabilities and License-Related DocumentAssumed Liabilities.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Leucadia National Corp), Asset Purchase Agreement (Metrocall Holdings Inc)
Parent Guarantee. Parent hereby absolutely, unconditionally and irrevocably guarantees the full and unconditionally, guarantees to Sellers the prompt performance by Seller of all of its obligations of Buyer under this Agreement or any Related DocumentAgreement.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Interco Inc), Stock Purchase Agreement (Armstrong World Industries Inc)
Parent Guarantee. Parent hereby absolutely, irrevocably and unconditionally, guarantees to Sellers the performance of all obligations of Buyer to the Sellers under (and subject to) the terms of this Agreement or any Related DocumentAgreement.
Appears in 1 contract
Samples: Stock Purchase Agreement (SMTC Corp)
Parent Guarantee. Parent hereby absolutelyguarantees, irrevocably and unconditionallyagrees to be jointly and severally liable for, guarantees the full and prompt performance and payment of any obligations incurred by Buyer pursuant to Sellers the performance of all obligations of Buyer under this Agreement or any Related Documentand the Ancillary Agreements.
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Parent Guarantee. Parent hereby absolutelyirrevocably guarantees the obligations, irrevocably and unconditionallyincluding the indemnification obligations, guarantees to Sellers the performance of all obligations of Buyer Seller under this Agreement or any Related DocumentAgreement.
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Parent Guarantee. Parent hereby absolutely, unconditionally and irrevocably and unconditionally, ---------------- guarantees to Sellers in full the performance by Seller of all of their respective obligations of Buyer under this Agreement or and any Related Documentexhibits hereto.
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Parent Guarantee. Parent hereby absolutely, irrevocably and unconditionally, unconditionally guarantees to Sellers the payment and performance of all obligations of Buyer under Purchaser and Merger Sub set forth in this Agreement or any Related DocumentAgreement, including the payment of all amounts due to the Equityholders as provided herein in accordance with the terms of this Agreement, the Option Cancellation Agreements and the Escrow Agreement.
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Parent Guarantee. Parent hereby absolutely, unconditionally and irrevocably and unconditionally, guarantees to Sellers the Vendor the performance by the Purchaser and its Affiliates of all their obligations in respect of Buyer under this Agreement or any Related Documentand the Other Transaction Documents.
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Parent Guarantee. Parent hereby absolutely, irrevocably and unconditionally, guarantees unconditionally agrees to Sellers the performance of all cause each Seller to fulfill its obligations of Buyer under this Agreement or any Related DocumentAgreement.
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Parent Guarantee. Parent hereby absolutely, irrevocably and unconditionally, unconditionally guarantees to Sellers the payment and performance of all obligations of the Buyer under and its permitted assigns set forth in this Agreement or any Related DocumentAgreement, including the payment of all amounts due to the Seller as provided herein in accordance with the terms of this Agreement.
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Parent Guarantee. Parent hereby absolutely, irrevocably and unconditionally, unconditionally guarantees to Sellers the performance when due by Purchaser of all of Purchaser's obligations of Buyer under this Agreement or any Related DocumentAgreement.
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Samples: Stock Purchase Agreement (Standard Microsystems Corp)
Parent Guarantee. Parent hereby absolutely, irrevocably and unconditionally, unconditionally guarantees to Sellers the performance all of all Buyer's obligations of Buyer under this Agreement or any Related Documentin accordance with the Guarantee set forth on Exhibit D hereto.
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Parent Guarantee. Parent hereby absolutely, irrevocably and unconditionallyunconditionally guarantees, guarantees to Sellers as a primary obligor and not merely as a surety, all of the performance of all obligations of Buyer under this Agreement or Agreement, including but not limited to Buyer’s obligations to pay the Purchase Price, any Related Documentadjustment to the Purchase Price and any indemnification obligations of Buyer.
Appears in 1 contract
Samples: Stock Purchase Agreement (Westell Technologies Inc)
Parent Guarantee. For good and valuable consideration, and as a material inducement to Buyer to enter into and consummate the transactions contemplated by this Agreement and the other Transaction Documents, Parent hereby absolutely, unconditionally and irrevocably and unconditionally, guarantees to Sellers Buyer the performance prompt performance, payment, and discharge of all obligations each obligation of Buyer Seller under this Agreement or any Related DocumentAgreement, including without limitation under Article IX.
Appears in 1 contract
Samples: Asset Purchase Agreement (Salem Media Group, Inc. /De/)
Parent Guarantee. Parent hereby absolutely, unconditionally and irrevocably and unconditionally, guarantees to Sellers Buyer the full payment and performance of all of the obligations of Buyer Seller (and each Seller individually) under this Agreement or any Related DocumentAgreement, including without limitation under Article IX hereof.
Appears in 1 contract
Samples: Asset Purchase Agreement (Rollins Truck Leasing Corp)
Parent Guarantee. Parent hereby absolutely, irrevocably unconditionally guarantees performance and unconditionally, guarantees to Sellers the performance payment of all obligations of Buyer Purchaser under this Agreement or any Related DocumentAgreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (TriState Capital Holdings, Inc.)
Parent Guarantee. The Parent unconditionally guarantees to the Buyer the full and complete performance by the Seller of the Seller’s obligations under this Agreement and shall be liable to the same extent as the Seller for any breach by the Seller of any such obligation. This guarantee is intended to be primary, and therefore the Parent hereby absolutelywaives diligence, irrevocably and unconditionallypresentment, guarantees to Sellers demand of performance, filing of any claim, protest, or notice in connection with the performance of all its obligations of Buyer under set forth in this Agreement or any Related Documentparagraph.
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