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”).
(i) The obligations of Parent in this Section 6.6(a) are primary and not as surety only, and this guarantee constitutes a guarantee of payment when due and owing, and not merely of collection. Parent expressly waives any legal obligations, duty or necessity for the Seller Representative or any Seller to proceed first against Purchaser or to exhaust any remedy it may have against Purchaser. The obligations of Parent hereunder shall remain in full force and effect until all Purchaser Obligations have been performed in full, without regard to, and shall not be released, discharged or in any way affected to the extent permitted by applicable Law (whether or not Parent shall have any knowledge or notice thereof) by: (1) any waiver, consent, change, extension, or indulgence in respect of any Purchaser Obligation; (2) any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation, dissolution or similar proceeding with respect to Purchaser or Parent; (3) any assignment or other transfer of this Agreement or any Ancillary Agreement by Purchaser; (4) any lien, charge, restriction or encumbrance affecting Purchaser; (5) any sale or other disposition of all or any part of the capital stock or assets of Purchaser; or (6) any payment by Purchaser which is recovered by Purchaser’s trustee in bankruptcy. Parent unconditionally waives, to the extent permitted by applicable Law, notice of any of the matters referred to in this Section 6.6(a), all notices which may be required by statute, rule of law or otherwise to preserve any rights against Parent hereunder, including, without limitation, any demand, proof or notice of nonpayment of any sums payable to satisfy any Purchaser Obligation, any right to the enforcement, assertion or exercise of any right, remedy, power or privilege under or in respect of any of the Purchaser Obligations, any requirement of diligence and any requirement to mitigate the damages resulting from a breach of or default under this Agreement or the Ancillary Agreements by Purchaser. All of the Purcha...
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. 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. 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. 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.
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. 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 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
