Performance Guaranty. Parent hereby guarantees the due, prompt and faithful performance and discharge by, and compliance with, all of the obligations, covenants, terms, conditions and undertakings of Purchaser under this Agreement in accordance with the terms hereof, including any such obligations, covenants, terms, conditions and undertakings that are required to be performed discharged or complied with following the Effective Time.
Appears in 9 contracts
Samples: Agreement and Plan of Merger (ImmunoGen, Inc.), Merger Agreement (Sigilon Therapeutics, Inc.), Merger Agreement (Provention Bio, Inc.)
Performance Guaranty. Parent hereby guarantees the due, prompt and faithful performance and discharge by, and compliance with, all of the obligations, obligations covenants, terms, conditions and undertakings of Purchaser each of the Buyer Parties under this Agreement agreement in accordance with the terms hereof, hereof including any such obligations, covenants, terms, conditions and undertakings that are required to be performed discharged or complied with following the Merger Effective Time.
Appears in 6 contracts
Samples: Merger Agreement (CBS Corp), Agreement and Plan of Merger (Cnet Networks Inc), Merger Agreement (Astrazeneca PLC)
Performance Guaranty. Parent hereby guarantees the due, prompt and faithful performance and discharge by, and compliance with, all of the obligations, obligations covenants, terms, conditions and undertakings of Purchaser each of the Buyer Parties under this Agreement agreement in accordance with the terms hereof, of this Agreement including any such obligations, covenants, terms, conditions and undertakings that are required to be performed performed, discharged or complied with following the Merger Effective Time.
Appears in 4 contracts
Samples: Merger Agreement (Allied World Assurance Co Holdings LTD), Merger Agreement (Darwin Professional Underwriters Inc), Merger Agreement (Alleghany Corp /De)
Performance Guaranty. Parent hereby guarantees the due, prompt and faithful performance and discharge by, and compliance with, all of the obligations, covenants, terms, conditions and undertakings of Purchaser under this Agreement in accordance with the terms hereof, including any such obligations, covenants, terms, conditions and undertakings that are required to be performed discharged or complied with following the Effective Time.
Appears in 2 contracts
Samples: Merger Agreement (CNL Retirement Properties Inc), Merger Agreement (Health Care Property Investors Inc)
Performance Guaranty. Parent hereby guarantees the due, prompt and faithful performance and discharge by, and compliance with, all of the obligations, obligations covenants, terms, conditions and undertakings of Purchaser under this Agreement agreement in accordance with the terms hereof, hereof including any such obligations, covenants, terms, conditions and undertakings that are required to be performed discharged or complied with following the Effective Timewith.
Appears in 2 contracts
Samples: Merger Agreement (Glaxosmithkline PLC), Merger Agreement (Sirtris Pharmaceuticals, Inc.)
Performance Guaranty. Parent hereby guarantees the due, prompt and faithful performance and discharge by, and compliance with, all of the obligations, covenants, agreements, terms, conditions and undertakings of Purchaser under this Agreement in accordance with the terms hereof, including any such obligations, covenants, agreements, terms, conditions and undertakings that are required to be performed performed, discharged or complied with following the Effective TimeClosing by Purchaser. Parent hereby makes the representations and warranties in Section 4.01, Section 4.02, Section 4.03 and Section 4.04 of this Agreement, mutatis mutandis.
Appears in 2 contracts
Samples: Share Purchase Agreement, Share Purchase Agreement (Pilgrims Pride Corp)
Performance Guaranty. Parent hereby guarantees the due, prompt and faithful performance and discharge by, and compliance with, all of the obligations, covenants, terms, conditions and undertakings of Purchaser Buyer under this Agreement in accordance with the terms terms, and subject to the conditions, hereof, including any such obligations, covenants, terms, conditions and undertakings that are required to be performed discharged or complied with following the Effective TimeClosing.
Appears in 2 contracts
Samples: Purchase Agreement (Stryker Corp), Purchase Agreement (Wright Medical Group N.V.)
Performance Guaranty. Parent hereby guarantees the due, prompt and faithful performance and discharge by, and compliance with, all of the obligations, obligations covenants, terms, conditions and undertakings of Purchaser under this Agreement in accordance with the terms hereof, hereof including any such obligations, covenants, terms, conditions and undertakings that are required to be performed performed, discharged or complied with following the Merger Effective Time.
Appears in 1 contract
Samples: Merger Agreement (Accredited Home Lenders Holding Co)
Performance Guaranty. Parent hereby guarantees the due, prompt and faithful performance and discharge byby Purchaser of, and the compliance by Purchaser with, all of the obligations, covenants, termsagreements, conditions obligations and undertakings of Purchaser under this Agreement in accordance with the terms hereofof this Agreement, including any and covenants and agrees to take all actions necessary or advisable to ensure such obligations, covenants, terms, conditions performance and undertakings that are required to be performed discharged or complied with following the Effective Timedischarge by Purchaser hereunder.
Appears in 1 contract
Samples: Merger Agreement (Mgi Pharma Inc)
Performance Guaranty. Parent hereby guarantees the due, prompt and faithful performance and discharge by, and compliance with, all of the obligations, obligations covenants, terms, conditions and undertakings of Purchaser each of the Buyer Parties under this Agreement agreement in accordance with the terms hereof, hereof including any such obligations, covenants, terms, conditions and undertakings that are required to be performed discharged or complied with following the Company Merger Effective Time.
Appears in 1 contract
Performance Guaranty. Parent hereby guarantees the due, prompt and faithful performance and discharge byby Purchaser of, and the compliance by Purchaser with, all of the obligations, covenants, termsagreements, conditions obligations and undertakings of Purchaser under this Agreement in accordance with the terms hereofof this Agreement, including any and covenants and agrees to take all actions necessary or advisable to ensure such obligations, covenants, terms, conditions performance and undertakings that are required to be performed discharged or complied with following the Effective Time.discharge by Purchaser hereunder. [Signature Page Follows]
Appears in 1 contract
Samples: Merger Agreement (Buca Inc /Mn)
Performance Guaranty. Parent hereby guarantees the due, prompt and faithful performance and discharge by, and compliance with, all of the obligations, covenants, terms, conditions and undertakings of Purchaser and each of Parent’s and Purchaser’s respective successors and assigns under this Agreement in accordance with the terms hereof, including any such obligations, covenants, terms, conditions and undertakings hereof that are required to be performed performed, discharged or complied with following at or prior to the Effective Time.
Appears in 1 contract
Samples: Merger Agreement (Resonant Inc)
Performance Guaranty. Parent hereby guarantees the due, prompt and faithful performance and discharge by, and compliance with, all of the obligations, obligations covenants, terms, conditions and undertakings of Purchaser and the Surviving Corporation under this Agreement in accordance with the terms hereof, including any such obligations, covenants, terms, conditions and undertakings that are required to be performed discharged or complied with following the Effective Control Time.
Appears in 1 contract
