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. 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. 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.
16.1.2 The Parties hereby agree and confirm that the Purchaser Guarantor shall be entitled to pursue and enforce any claims and rights of the Purchaser under and/or in connection with this Agreement in its own name and on its own behalf.
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. Purchaser shall cause Merger Sub to comply in all respects with each of the representations, warranties, covenants, obligations, agreements and undertakings made or required to be performed by Merger Sub in accordance with the terms of this Agreement, the Merger, and the Other Transactions contemplated by this Agreement. As a material inducement to the Company’s willingness to enter into this Agreement and perform its obligations hereunder, Purchaser hereby unconditionally guarantees full performance and payment by Merger Sub of each of the covenants, obligations and undertakings required to be performed by Merger Sub under this Agreement and the transactions contemplated by this Agreement, subject to all terms, conditions and limitations contained in this Agreement, and hereby represents, acknowledges and agrees that any such breach of any such representation and warranty or default in the performance of any such covenant, obligation, agreement or undertaking of Merger Sub shall also be deemed to be a breach or default of Purchaser, and the Company shall have the right, exercisable in its sole discretion, to pursue any and all available remedies it may have arising out of any such breach or nonperformance directly against either or both of Purchaser and Merger Sub in the first instance. As applicable, references in this Section 10.18 to “Merger Sub” shall also include the Surviving Corporation following the Effective Time.
Purchaser Guarantee. 10.1 Subject to the terms of this Agreement, in consideration of the Seller entering into this Agreement, the Purchaser Guarantor unconditionally and irrevocably guarantees to the Seller as a continuing obligation that the Purchaser will comply properly and punctually with its obligations under this Agreement and each of the other Transaction Documents (the Purchaser’s Guaranteed Obligations) and promises to pay on demand to the Seller each sum which the Purchaser is liable to pay under this Agreement or any other Transaction Document but fails to pay when due.
10.2 The Purchaser Guarantor’s liability under clause 10.1 above shall not be discharged or impaired by:
(a) any amendment, variation or assignment of this Agreement or any Transaction Document or any waiver of its or their terms, unless agreed in writing between the Parties;
(b) any release of, or granting of time or other indulgence to, the Purchaser or any third party;
(c) any winding up, dissolution, reconstruction, legal limitation, incapacity or lack of corporate power or authority or other circumstances affecting the Purchaser (or any act taken by the Seller in relation to any such event); or
(d) any other act, event, neglect or omission (whether or not known to the Purchaser, the Seller or the Purchaser Guarantor) which would or might (but for this clause) operate to impair or discharge the Purchaser Guarantor’s liability or afford the Purchaser Guarantor or the Purchaser any legal or equitable defence; except, with respect to clauses 10.2(a), 10.2(b) and 10.2(d) only (and not, for the avoidance of doubt, clause 10.2(c)), to the same extent that such clauses would discharge or impair the Purchaser’s liability or afford the Purchaser any legal or equitable defence.
10.3 In consideration of the Seller entering into this Agreement, as a separate, additional continuing and primary obligation, the Purchaser Guarantor undertakes to indemnify the Seller and each of its Affiliates against any Costs or Losses suffered or incurred by any of them as a result of the Purchaser’s failure to comply properly and punctually with its obligations under this Agreement or any Transaction Document (provided that the Purchaser Guarantor shall not, pursuant to this clause 10.3, be required to pay to the Seller any amount in excess of what the Purchaser would be required to pay to the Seller as a result of such failure).
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. Effective from and after the Closing, Purchaser irrevocably guarantees for the benefit of Sellers and their applicable Affiliates, the Company's post-Closing obligations under (i) the Amended Master Agreements, (ii) all other contracts and agreements between the Company or any of its Subsidiaries and any Seller or any Affiliate of any Seller in effect as of the Closing and (iii) all Work Statements entered into after the Closing pursuant to the Amended Master Agreements.
Purchaser Guarantee. Purchaser shall provide Shareholders at Closing with a corporate guarantee of payment of the Shareholder Notes required pursuant to Section 2.2(e) in the form as attached on Exhibit I.
