Purchase Agreement Guaranty Clause Samples
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Purchase Agreement Guaranty. As additional and separate consideration to Buyer, and to induce Buyer to enter into this Agreement and acquire the Property, Seller shall cause ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, SWF, L.P., a New York limited partnership (“SWF Guarantor”) and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (individually and collectively, “Guarantor”) to execute and deliver to Buyer, at Closing, a Purchase Agreement Guaranty in the form attached hereto as Exhibit J (“Guaranty”). Seller shall also cause SWF Guarantor to execute the Guaranty Holdback Agreement and deliver the same to Buyer at Closing. Guarantor shall execute this Agreement for the sole purpose of obligating Guarantor to execute and deliver the Guaranty and the Guaranty Holdback Agreement, as applicable, to Buyer at the Closing. Guarantor acknowledges that Buyer is and will be relying on this agreement by Guarantor, the Guaranty and the Guaranty Holdback Agreement in entering into this Agreement and acquiring the Property and that, but for this agreement by Guarantor, the Guaranty and the Guaranty Holdback Agreement, Buyer would not enter into this Agreement or acquire the Property.
Purchase Agreement Guaranty. Two (2) originals of a Purchase Agreement Guaranty in the form attached hereto as Exhibit H (the “Purchase Agreement Guaranty”), duly executed by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, an individual (“Guarantor”);
Purchase Agreement Guaranty. 2.1 Upon demand by the Lender at any time after the Purchase Activation Date, Kafus shall purchase the Income Participation Certificate from the Lender at a price equal to U.S. $12,500,000 less the Received Income Discount. Any written certificate provided by the Lender to Kafus showing the calculation of the purchase price shall be conclusive and binding for all purposes, absent manifest error. Kafus shall make payment to the Lender within five business days after presentation to Kafus of the Income Participation Certificate accompanied with such transfer endorsements or instruments as are necessary to transfer the same to Kafus.
2.2 Kafus irrevocably guarantees to the Lender that the Lender shall have received from the Borrower under the Income Participation Certificate at any date after the Purchase Activation Date an amount equal to the sum of the purchase price that would be owed under Section 2.1 at such time plus any amounts actually received by the Lender under the Income Participation Certificate (the"Guaranteed Amount"), and shall pay to the Lender upon demand the difference between the amounts actually received by the Lender under the Income Participation Certificate and the Guaranteed Amount. Any written certificate provided by the Lender to Kafus showing the calculation of the amount due under this guaranty shall be conclusive and binding for all purposes, absent manifest error. This is a guaranty of payment and not merely a guaranty of collection, and Kafus is liable as a primary obligor. Prior to making any claim under the guaranty provided in this Section 2.2, Kafus must have failed to purchase upon demand under Section 2.1.
Purchase Agreement Guaranty. The Guaranty executed by UPL pursuant to which UPL guarantees the obligations of Ultra Wyoming under the Purchase Agreement, as it may be amended, restated, modified or supplemented from time to time in accordance with §8.14. RCRA. See §6.18(a). Recipient. Agent and any Lender, as applicable.
Purchase Agreement Guaranty. 2.1 Upon demand by the Lender, Kafus shall (a) purchase any Eligible Deferred Payment for a price equal to the principal amount of such Eligible Deferred Payment, payable in U.S. Dollars, and (b) forgive the payment of such Eligible Deferred Payment in favor of the Borrower. Kafus shall make payment to the Lender within five business days after presentation to Kafus of an assignment and termination document in form sufficient to accomplishing the foregoing.
2.2 Kafus irrevocably guarantees to the Lender that the Lender shall have received from the Borrower the payment of each Eligible Deferred Payment, and shall pay to the Lender upon demand the amount of such Eligible Deferred Payment. This is a guaranty of payment and not merely a guaranty of collection, and Kafus is liable as a primary obligor. Prior to making any claim under the guaranty provided in this Section 2.2, Kafus must have failed to purchase upon demand under Section 2.1.