Purchaser Parent Guarantee. (a) Purchaser Parent hereby unconditionally, irrevocably and absolutely guarantees to each Seller to make the due and punctual payment of the Deposit and the Purchase Price (collectively, the "Obligations"). The ----------- guarantee under this Section 8.9 is a guarantee of timely payment and ----------- performance of the Obligations and not merely of collection.
(b) To the fullest extent permitted by Applicable Law, the obligations of Purchaser Parent hereunder shall remain in full force and effect without regard to, and shall not be affected or impaired by, (i) any change in the organizational structure or ownership of Purchaser or Purchaser Parent or the bankruptcy, insolvency, reorganization, dissolution, liquidation or other similar proceeding relating to Purchaser or any Affiliate or Subsidiary of either Purchaser or Purchaser Parent or (ii) any neglect, delay, omission, failure or refusal of Purchaser or the Seller to take or prosecute any action in connection with this Agreement or any other agreement delivered in connection herewith. In connection with this Section 8.9, Purchaser Parent unconditionally ----------- waives: (i) any right to receive demands, protests, or other notices of any kind or character whatsoever, as the same may pertain to Purchaser, (ii) any right to require any Seller to proceed first against Purchaser or to exhaust any security held by any Seller or to pursue any other remedy, (iii) any defense based upon an election of remedies by any Seller, (iv) any duty of any Seller to advise Purchaser Parent of any information known to such Seller regarding Purchaser or its ability to perform under this Agreement, and (v) all suretyship and other defenses of every kind and nature.
(c) The obligations of Purchaser Parent under this Section 8.9 shall ----------- be automatically reinstated if and to the extent that for any reason any payment or other performance by or on behalf of Purchaser in respect of the Obligations are rescinded or must be otherwise restored, and Purchaser Parent agrees that it will indemnify each Seller on demand for all costs and expenses (including reasonable attorneys' fees and expenses) incurred by such Seller in connection with such rescission or restoration. If in connection with the foregoing, any Seller is required to refund part or all of any payment of Purchaser, such payment by such Seller shall not constitute a release of Purchaser Parent from any liability hereunder, and Purchaser Parent's liability...
Purchaser Parent Guarantee. (a) Purchaser Parent hereby guarantees to the Seller Indemnitees the payment in full of all amounts when due and owing (i) by Purchasers under this Agreement and any amendments hereto, including Purchasers’ obligations to make the payments described in Sections 1.6 and 4.8(c) and to indemnify the Seller Indemnitees in accordance with Article VI and (ii) incurred in connection with any actions, suits or proceedings initiated to enforce the provisions of this Section 9.1 (collectively, the “Purchaser Obligations” and each, individually, a “Purchaser Obligation”).
(b) Purchaser Parent covenants and agrees that if at any time any Purchaser defaults in the payment of any of any Purchaser Obligation, Purchaser Parent shall promptly, upon notice from a Seller Indemnitee, pay, or cause the payment of, such Purchaser Obligation.
(c) The obligations of Purchaser Parent under this Section 9.1 are absolute and unconditional, present and continuing, and shall not be affected, modified or impaired or prejudiced upon the happening from time to time of any one or more of the following events:
(i) the extension of time for payment of any amounts due or of the time for performance of any of the Purchaser Obligations;
(ii) the modification or amendment (whether material or otherwise) of any of the Purchaser Obligations;
(iii) the failure, omission, delay or lack on the part of the Sellers to enforce, ascertain or exercise any right, power or remedy under or pursuant to the terms of this Agreement;
(iv) the fact that Purchaser Parent may at any time in the future dispose of all or any part of its interest in any Purchaser; or
(v) the bankruptcy, insolvency, winding up, dissolution, liquidation, administration, reorganization or other similar or dissimilar failure or financial disability of any Purchaser.
(d) Purchaser Parent irrevocably and absolutely waives any and all right of subrogation, contribution, indemnification, reimbursement or similar rights against Purchasers with respect to the guaranty provided in this Section 9.1, whether such rights arise under an express or implied contract or by operation of Law, it being the intention of Purchaser Parent and Sellers that Purchaser Parent shall not be deemed to be a “creditor” (as defined in Section 101 of the U.S. Bankruptcy Code or any other applicable law) of Purchasers by reason of the existence of this Agreement in the event that any Purchaser becomes a debtor in any proceeding under the U.S. Bankruptcy Code or any oth...
Purchaser Parent Guarantee. Purchaser Parent does hereby irrevocably and unconditionally guarantee the performance by Purchaser of each and every obligation of Purchaser under this Agreement, including the obligation to make all payments which become due from Purchaser hereunder. In addition, Purchaser Parent shall be responsible for the accuracy of each and every representation and warranty made by Purchaser under this Agreement. The guaranty set forth in this Section 11.5 shall in all respects be a continuing, absolute and unconditional guaranty, and shall remain in full force until all guaranteed obligations are performed in full. Notwithstanding the foregoing, Purchaser Parent shall be entitled to assert any defenses to payment or performance that would be available to Purchaser in any action commenced by any Seller Party to enforce the foregoing guaranty
Purchaser Parent Guarantee. The Purchaser Parent Guarantee shall have been duly executed and delivered by the Purchaser Parent.
Purchaser Parent Guarantee. (a) The Purchaser Guarantor unconditionally and irrevocably guarantees to the Seller the Purchaser’s compliance with the Purchaser’s obligations in connection with this Agreement, including each obligation to pay money.
(b) If the Purchaser does not comply with those obligations on time and in accordance with this this Agreement, then the Purchaser Guarantor agrees to comply with those obligations on demand from the Seller. A demand may be made whether or not the Seller has made demand on the Purchaser.
Purchaser Parent Guarantee. In consideration of, and as an inducement to the Company and the Principal Shareholders entering into this Agreement and performing their obligations hereunder, the Purchaser Parent hereby irrevocably, absolutely and unconditionally guarantees to the Company and the Principal Shareholders the full performance and payment by Purchaser of the covenants, obligations, monetary or otherwise, and undertakings of Purchaser pursuant to or otherwise in connection with this Agreement, and the consummation of the transactions contemplated hereby and thereby (the “Purchaser Guaranteed Obligations”). Any breach of, or other failure to perform, any representation, warranty, covenant, obligation, agreement or undertaking of Purchaser shall also be deemed to be a breach or failure to perform by the Purchaser Parent, and the Company and the Principal Shareholders shall have the right, exercisable in their sole discretion, to pursue any and all available remedies they may have arising out of any such breach or nonperformance directly against either or both of Purchaser and the Purchaser Parent in the first instance. This guarantee is a guarantee of performance and not exclusively of collection. The Purchaser Parent acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by this Agreement and that the waivers set forth in this Section 11.1 are knowingly made in contemplation of such benefits.
Purchaser Parent Guarantee. Purchaser’s parent, the Guarantor, hereby guarantees to the Sellers as an independent guarantee (Garantieerklärung) upon first demand by Sellers’ Agent the full and punctual performance of all payment obligations of Purchaser under or in connection with Section 4, 5, 10 and 17 of this Agreement.
Purchaser Parent Guarantee. Notwithstanding anything in this Agreement to the contrary, to induce the Vendors and the Principals to enter into this Agreement, the Purchaser Parent hereby absolutely, unconditionally and irrevocably personally guarantees to the Vendors and the Principals the due and punctual observance, payment and performance of the obligations of the Purchaser pursuant to Article 2, Article 5 and Article 7 (the “Purchaser Parent Guaranteed Obligations”). For greater certainty, Purchaser Parent acknowledges that its liability hereunder shall extend to the full amount of the Purchaser Parent Guaranteed Obligations, and that the Vendors’ Representative may, in its sole discretion, bring and prosecute a separate action or actions against Purchaser Parent to enforce this guarantee for the full amount of the Purchaser Parent Guaranteed Obligations, regardless of whether any action is brought against Purchaser. Purchaser Parent covenants and agrees that it shall not institute any proceeding asserting that such guarantee is unenforceable and hereby waives any right that it may have to assert that such guarantee is unenforceable. This guarantee shall remain in full force and effect and shall by binding on Purchaser Parent, its successors and assigns for so long as Purchaser has any obligation pursuant to this Article 8.
Purchaser Parent Guarantee.
(1) Purchaser Parent hereby irrevocably and unconditionally guarantees the performance by the Purchaser of all of the Purchaser’s covenants, obligations and liabilities under this Agreement and the Ancillary Agreements and covenants with the Vendor and Vendor Parent that Purchaser Parent is and that Purchaser Parent shall be directly liable as principal obligor for the performance of any of those covenants, obligations and liabilities without necessity or requirement for the Vendor and/or Vendor Parent to pursue or exhaust its or their remedies or recourse against the Purchaser.
(2) Purchaser Parent has provided this guarantee as an inducement to the Vendor and Vendor Parent and acknowledges that the Vendor and Vendor Parent would not enter into this Agreement or the Ancillary Agreements without the benefit of this guarantee.
(3) This Section 12.1 shall remain in full force and effect until the Purchaser has performed all of the Purchaser’s covenants, obligations and liabilities under this Agreement and the Ancillary Agreements.
Purchaser Parent Guarantee. The Purchaser Parent hereby unconditionally and irrevocably guarantees the due and punctual performance by the Purchaser of all of its payment and other obligations hereunder.
