Purchaser Guaranty. As the indirect owner of all of the equity interest in the Purchasers and in consideration of the direct and indirect benefits to be realized by the MLP, the MLP hereby unconditionally and absolutely guarantees to the Sellers the performance by the Purchasers of all of the terms, covenants, conditions, duties and obligations contained in this Agreement (including the prompt payment of any amounts to be paid by the Purchasers under this Agreement). This is an absolute and unconditional guaranty of payment and performance and may be proceeded upon by the Sellers before taking any action against the Purchasers or after action against the Purchasers has been commenced. The obligations of the MLP under this Section 7.12 will not be discharged or impaired or otherwise affected by the failure of the Sellers to assert any claim or demand or to enforce any remedy under this Agreement, by any waiver, modification, or amendment of any provision hereof, by any default, failure, or delay, willful or otherwise, in the payment or performance by the Purchasers of amounts payable or performance required under this Agreement, or by any other act or thing or omission or delay to do any other act or thing that may or might in any manner or to any extent vary the risk of the MLP or to otherwise operate as a discharge of the MLP as a matter of Law. Except with respect to those claims for indemnification asserted under Article XI (including any claims relating to Tax matters covered under Section 11.3(b)) on or before the fourth anniversary of the Closing Date that have been guaranteed by the MLP under this Section 7.12, the MLP’s guarantee under this Section 7.12 shall terminate and be of no further force or effect after the fourth anniversary of the Closing Date.
Purchaser Guaranty. At Closing, Purchaser shall provide a Purchaser Guaranty from an Acceptable Guarantor in form and substance reasonably satisfactory to Seller in an amount equal to the Contract Price to secure the obligations of Purchaser under this Agreement. This amount will step down (on a dollar-for-dollar basis) as the Contract Price is paid through the Final Completion Date. Purchaser shall have the right in its sole discretion to post a Purchaser Letter of Credit or a Purchaser Guaranty (or a combination thereof) for its security posting obligations under this Section so long as such security meets the requirements for such security set out in this Article 17. The letter of credit must be issued for a minimum term of three hundred sixty (360) Days. Purchaser shall cause the renewal or extension of the letter of credit for additional consecutive terms of three hundred sixty (360) Days until the Expiration Date. Each extension or renewal shall occur no later than forty-five (45) Days prior to each expiration date of the then current letter of credit. If the letter of credit is not renewed or extended as required herein, Seller shall have the right to draw immediately upon the letter of credit and to place the amounts so drawn, at Purchaser’s cost and with Purchaser’s funds, in an interest bearing escrow account, until and unless Purchaser provides a substitute form of security meeting the requirements of this Agreement in the form of an irrevocable standby letter of credit. 46
Purchaser Guaranty. At least three (3) days prior to the Closing Date, Purchaser Guarantor shall execute and deliver to the Seller a guaranty substantially in the form attached to this Agreement as Exhibit E (the “Purchaser Guaranty”). (Signatures appear on the following page.)
Purchaser Guaranty. Parent does hereby fully, absolutely, unconditionally and irrevocably guaranty the timely payment when due and owing of the payment obligations of Purchaser under (y) Articles II , III , VII and VIII and (z) each Ancillary Agreement to which Purchaser is party, in each case, in the event Purchaser fails to perform its obligations under such Articles or such Ancillary Agreements (collectively, the “Purchaser Obligations”).
Purchaser Guaranty. In consideration of the substantial benefits accruing to each Purchaser Subsidiary under this Agreement, Purchaser hereby unconditionally guarantees the prompt performance when due of all obligations of each Purchaser Subsidiary in Article X. Sellers shall not be required to make any demand upon, or deliver any notice to, any Purchaser Subsidiary in order for Sellers to enforce their rights against Purchaser under this Section 11.10. Purchaser's obligation under this Section 11.10 shall continue in full force and effect subject to any amendment or waiver of any provision of this Agreement.
Purchaser Guaranty. (a) Guarantor hereby unconditionally and irrevocably guarantees (the “Purchaser Guaranty”) by way of an independent obligation to the Hatteras Sellers, the due and punctual observance, performance and/or discharge of payment by Purchaser of (i) Purchaser’s obligations under Article III (whether prior to or after the Closing Date), (ii) any damages caused by a breach of this Agreement by Purchaser from the date of this Agreement to an including the Closing Date, and (iii) any obligations of the Purchaser and its successors and assigns under the Post-Closing Performance Bonus Plan, when and as the same shall arise and become due and payable in accordance with the terms of and subject to the conditions contained in this Agreement (the “Guaranteed Obligations”).
Purchaser Guaranty. (a) Purchaser Guarantor hereby irrevocably and unconditionally guarantees to Seller, the performance, if and when due, of Purchaser’s obligation to pay the Base Cash Consideration at the Closing on the terms and subject to the conditions contained herein. Purchaser Guarantor shall cause Purchaser to perform all of its agreement, covenants and obligations under this Agreement on a timely basis. Purchaser Guarantor hereby waives diligence, presentment, demand of performance, filing of any claim, any right to require any proceeding first against Purchaser, protest, notice and all demands whatsoever in connection with the performance of its obligations set forth in this Section 2.12 or elsewhere in this Agreement.
Purchaser Guaranty. (a) Purchaser Guarantor hereby guarantees, without any setoff or other deduction, the payment and performance when due of the Purchaser Guaranteed Obligations, without any limitation as to amount. Such guaranty is a continuing, absolute and unconditional guaranty and a guaranty of payment rather than collection. For purposes hereof, “
Purchaser Guaranty. Subject to and conditioned upon the closing of the Acquisition, Purchaser hereby guarantees the full and prompt payment of all amounts required to be paid by Reorganized SPFC pursuant to Section 5(b) of this Agreement, excluding any amounts payable with respect to premium, if any. The Purchaser's guaranty hereunder is a guaranty of payment, not of collection, and Purchaser hereby expressly waives any right to require that demand be made (other than the demand for payment contemplated by Section 5(b)) or any action be brought against Reorganized SPFC as a condition to Purchaser's obligation under this guaranty.
Purchaser Guaranty. As a material inducement for Seller to enter into this Agreement and the other Transaction Documents and to consummate the Contemplated Transactions, Purchaser shall execute and deliver to and for the benefit of Seller the Purchaser Guaranty for the purpose of guaranteeing the performance by Shire Ireland of all of its duties and obligations under the Transaction Documents to which it is a party. Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions.
