Purchaser Guaranty Clause Samples
A Purchaser Guaranty clause serves to provide a guarantee from a third party, often a parent company or affiliate, that the purchaser will fulfill its obligations under the agreement. In practice, this means that if the purchaser fails to make payments or perform required actions, the guarantor is legally responsible for meeting those obligations. This clause is commonly used in transactions where the seller seeks additional assurance of performance, especially if the purchaser is a newly formed entity or has limited assets. Its core function is to mitigate the seller's risk by ensuring there is a financially reliable party backing the purchaser's commitments.
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”).
(b) This is a guaranty of payment, not merely of collection. If for any reason whatsoever Purchaser shall fail or be unable to perform or comply with the Guaranteed Obligations, Guarantor will promptly upon receipt of notice thereof from Sellers’ Representative forthwith perform the Guaranteed Obligation then obligated.
(c) The Guarantor hereby represents and warrants to the Hatteras Sellers, both as of the date of this Agreement and as of the Closing Date, each of the representations and warranties made by Purchaser in Sections 5.1, 5.2, 5.3, 5.5 and 5.7 of this Agreement, mutatis mutandis, substituting Guarantor for Purchaser each place it appears therein.
(d) Guarantor waives any and all notice of the creation, renewal, extension or accrual of the Guaranteed Obligations, any defenses (other than those that may be available to Purchaser under this Agreement) and notice of or proof of reliance by the Hatteras Sellers upon this Purchaser Guaranty or acceptance of this Purchaser Guaranty. The Guaranteed Obligation shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Purchaser Guaranty. All dealings between Purchaser and the Hatteras Sellers shall be conclusively presumed to have been had or consummated in reliance upon this Purchaser Guaranty. Guarantor agrees that (i) any notice provided under this Agreement (including any demand for payment or notice of default or non-payment) to Purchaser shall be deemed to constitute notice to Guarantor for purposes hereof and (ii) any knowledge of Purchaser shall be deemed knowledge of Guarantor for purposes hereof.
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. 47
Purchaser Guaranty. As of the Effective Time, the Purchaser does hereby irrevocably and absolutely guaranty all obligations of TC Illinois and certain of the Sellers to pay the Incentive Compensation described in that certain Nonqualified Incentive Compensation Plan
Purchaser Guaranty. Purchaser Guarantor hereby guarantees and agrees to perform and cause to be fulfilled all obligations of Purchaser in connection with this Agreement, subject to the terms and limitations hereof.
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”).
Purchaser Guaranty. (a) From and after the Closing, the Purchaser, jointly and severally, hereby unconditionally, irrevocably and absolutely guarantees to Spiegel, the Sellers and the Sellers’ Affiliates the due and punctual performance and discharge by Newco, the U.S. Purchaser and the Canadian Purchaser of the Assumed Liabilities, the obligations under the Designated Contracts and any other obligations of Newco, the U.S. Purchaser, and the Canadian Purchaser under this Agreement or the Ancillary Agreements (collectively, the “Obligations ”). The guarantee under this Section 5.17 is a guarantee of timely payment and performance of the Obligations and not merely of collection.
Purchaser Guaranty. Tenex Capital Partners, L.P., a Delaware limited partnership (“Fund”) hereby unconditionally and irrevocably guarantees, as a principal obligor and not merely as surety, to the Sellers and their successors and assigns, the full and timely performance and payment of the obligations of Purchaser set forth in Section 2.2. The foregoing obligation of Fund constitutes a continuing guaranty of payment and performance, and not of collection, is and shall be absolute and unconditional under all circumstances, including circumstances that might otherwise constitute a legal or equitable discharge of a surety or guarantor.
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. 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.