Purchaser Guarantee. Purchaser hereby guarantees the due performance of any and all obligations and liabilities of Merger Sub under or arising out of this Agreement and the transactions contemplated hereby.
Purchaser Guarantee. If required by the lessor of the Leased Premises as a condition of granting a consent to the assignment of lease and estoppel agreement in a form reasonably satisfactory to Purchaser, Purchaser shall guarantee the respective Real Property Lease provided that said guarantee shall not take effect until the Closing Date. Purchaser shall use commercially reasonable efforts to have Seller and its Affiliates released from all guarantees with respect to the Real Property Lease on or before Closing to be effective at Closing and, if reasonably required, shall substitute or replace any security arrangements that Seller or its Affiliates have with such lessor including, but not limited to, the provision of replacement deposits and letters of credit. Commercially reasonable efforts shall include but not be limited to Purchaser offering a replacement of such guarantee, deposit or other security.
Purchaser Guarantee. 16.1.1 The Purchaser Guarantor hereby guarantees to the Seller by way of an independent promise of guaranty pursuant to section 311 para. 1 of the German Civil Code the fulfillment of any claims of the Seller under this Agreement.
Purchaser Guarantee. Concurrently with the execution of this Agreement, Purchaser Guarantor has delivered to Seller a true, accurate and complete copy of the Purchaser Guarantee, dated as of the date hereof, in favor of Seller. The Purchaser Guarantee is in full force and effect and has not been amended or modified. The Purchaser Guarantee is a (a) legal, valid and binding obligation of the Purchaser Guarantor and each of the other parties thereto and (b) enforceable in accordance with its respective terms against the Purchaser Guarantor and each of the other parties thereto except as such enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). There is no default under the Purchaser Guarantee by the Purchaser Guarantor, and no event has occurred or circumstance exists which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach thereunder by the Purchaser Guarantor.
Purchaser Guarantee. Guarantor, as primary obligor and not merely as surety, absolutely, fully, irrevocably and unconditionally guarantees the full and timely payment and performance of and agrees to cause Purchasers to perform, and shall be jointly and severally liable with Purchasers for the full and timely payment and performance of, the obligations of Purchasers (the “Guaranteed Obligations”) when due and payable or required to be performed, as applicable, in accordance with this Agreement and the Purchaser Documents. This is a guarantee of payment and performance and not of collectability. The obligations of the Guarantor under this Section 10.16 are primary, absolute, unconditional and irrevocable in respect of satisfying the Guaranteed Obligations and shall be enforceable against Guarantor to the same extent as if Guarantor were the primary obligor (and not merely a surety) under this Agreement and the Purchaser Documents. It shall not be necessary for Seller (and Guarantor hereby waives any rights that Guarantor may have to require Seller), in order to enforce the obligations of Guarantor hereunder, first to (a) institute suit or exhaust its remedies against Purchasers; (b) join Purchasers or any other Person in any action seeking to enforce any such agreement; or (c) resort to any other means of obtaining payment or enforcement of the obligations of Purchasers; provided that, for the avoidance of doubt, any defenses or counterclaims that would be available to any Purchaser shall be available to Guarantor hereunder (other than to the extent expressly waived in this Section 10.16 or otherwise arising from any insolvency, bankruptcy, arrangement, adjustment, composition or liquidation of any Purchaser). Seller shall not be required to take any action to reduce, collect or enforce the obligations of Purchasers when due under this Agreement or any Purchaser Document prior to reducing, collecting or enforcing against Guarantor with respect to Guarantor’s obligations hereunder. With respect to the Guaranteed Obligations, Guarantor waives notice of protest, proof of non-payment, default or breach by Purchasers, promptness, diligence, notice of acceptance of this guarantee and of the Guaranteed Obligations, presentment, demand for payment, notice of any Guaranteed Obligations incurred, all defenses that may be available by virtue of any valuation, stay, moratorium Law or other similar Law now or hereafter in effect. Guarantor agrees to each of the following, and agrees that it...
Purchaser Guarantee. Purchaser Guarantor hereby guarantees to Seller the complete and timely performance by the Purchaser of all obligations to be performed by the Purchaser hereunder, all as and when required to be performed under this Agreement, in all respects and in accordance with the terms, conditions and limitations contained herein (the “Purchaser Obligations”). In the event of a default in performance of any of the Purchaser Obligations, Purchaser Guarantor shall timely perform or cause to be performed such Purchaser Obligations in accordance with the terms of this Agreement including upon receipt of written notice of such default by the Purchaser to the extent such notice is required to be given to the Purchaser hereunder. This is a guaranty of payment and performance, and not merely of collection. Seller may collect such amounts, or any part thereof, or obtain such performance from Purchaser Guarantor without first exercising its rights against the Purchaser. Purchaser Guarantor waives any right it may have to require that any action be brought against the Purchaser. Purchaser Guarantor waives (i) notice of acceptance of this guaranty and (ii) presentment, demand, notice of dishonor, protest and notice of protest. Notwithstanding anything herein to the contrary, Purchaser Guarantor shall be entitled to the benefit of and may assert as a defense against any Claim under this Section 9.18 any limitation, defense, set off or counterclaim that the Purchaser could have other than defenses based upon or relating to (a) the Purchaser’s insolvency, bankruptcy or similar inability to pay or perform or (b) the due authorization, execution, delivery, enforceability or validity of this Agreement by or against the Purchaser. Notwithstanding anything herein to the contrary, the amount of Purchaser Guarantor’s obligations under this Agreement shall not exceed $6,800,000. The Purchaser Guarantor’s obligations under this Agreement shall terminate upon the payment of the Additional Payment, if any. * * * * *
Purchaser Guarantee. Parent hereby unconditionally and irrevocably guarantees in favour of the Company the due and punctual performance by the Purchaser of each and every covenant and obligation of the Purchaser arising under this Agreement and the Arrangement, including, without limitation, the due and punctual payment of the consideration required to acquire the Company Shares pursuant to the Arrangement and the due and punctual payment of any indemnity payable by the Purchaser hereunder and agrees to be liable for all guaranteed obligations as if it were the principal obligor of such obligations, subject to the qualifications and limitations set forth in this Agreement, including those related to liquidated damages. Parent hereby agrees that the Company will not have to proceed first against the Purchaser before exercising its rights under this guarantee against Parent.
Purchaser Guarantee. Purchaser has delivered to Company a true and complete copy of the Purchaser Guarantee. The Purchaser Guarantee is in full force and effect and is a legal, valid and binding obligation of the Guarantor, and no event has occurred which, with or without notice, lapse of time or both, would constitute a default on the part of Guarantor under the Guarantee.
Purchaser Guarantee. The Purchaser Guarantor hereby unconditionally and irrevocably guarantees to the Seller the performance of each of the obligations and the undertakings of the Purchaser under this Agreement when and to the extent the same are required to be performed and subject to all of the terms and conditions hereof. If the Purchaser shall fail to perform any obligation or undertaking under this Agreement when and to the extent the same is required to be performed, the Purchaser Guarantor will upon written demand from the Seller forthwith perform or cause to be performed such obligation or undertaking, as the case may be. The obligations of the Purchaser Guarantor under this guaranty are absolute and unconditional, are not subject to any counterclaim, set off, deduction, abatement or defense based upon any claim the Purchaser Guarantor may have against the Seller (except for any of the foregoing that the Purchaser may have against the Seller under the terms of this Agreement), and shall remain in full force and effect without regard to (a) any insolvency, bankruptcy, dissolution, liquidation, reorganization or the like of the Purchaser at or prior to the Closing, or (b) any assignment by the Purchaser of its rights and obligations under this Agreement to a wholly-owned subsidiary of the Purchaser or the Purchaser Guarantor.
Purchaser Guarantee. 17.1 GAP and Cerberus severally and not jointly hereby irrevocably and unconditionally:
