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. In consideration of, and as an inducement to each Seller entering into this Agreement and performing its respective obligations hereunder, the Purchaser Guarantor hereby irrevocably, absolutely and unconditionally guarantees to each Seller the full performance and payment by the Purchaser of the covenants, obligations, monetary or otherwise, and undertakings of the Purchaser pursuant to or otherwise in connection with this Agreement and the Transaction Documents, and the consummation of the Transactions (the “Purchaser Guaranteed Obligations”). Any breach of, or other failure to perform, any representation, warranty, covenant, obligation, agreement or undertaking of the Purchaser shall also be deemed to be a breach or failure to perform by the Purchaser Guarantor, and each Seller 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 the Purchaser and the Purchaser Guarantor in the first instance. In this respect, for the avoidance of doubt, the Purchaser Guarantor confirms that it is bound by the provisions of Section 10.11 and Section 10.12 as if it were a “party” therein, including but not limited to its agreement to have the Purchaser Guaranteed Obligations submitted to arbitration as part of any Dispute between the Sellers, the Company and the Purchaser. This guarantee is a guarantee of performance and not exclusively of collection. Without limiting any defenses that would be available to the Purchaser Guarantor if it were a direct obligor hereunder or any defenses that the Purchaser has hereunder, (a) to the fullest extent permitted by Law, the Purchaser Guarantor hereby expressly waives any and all rights or defenses arising by reason of any Law that would otherwise require any election of remedies by the Sellers and (b) the Purchaser Guarantor waives promptness, diligence, notice of the acceptance of this guaranty and of the Purchaser Guaranteed Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any Purchaser Guaranteed Obligations incurred and all other notices of any kind, all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect, any right to require the marshalling of assets of the Purchaser, and all suretyship defenses generally. The Purchaser Guarantor acknowledges that...
Purchaser Parent Guarantee. The Purchaser Parent Guarantee shall have been duly executed and delivered by the Purchaser Parent.
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.
Purchaser Parent Guarantee. (a) The Purchaser Parents hereby unconditionally, irrevocably and absolutely covenant with and guarantee to the Sellers and their Affiliates the due and punctual performance and discharge of any and all of the obligations of the Purchaser (and any Purchaser Designee) under this Agreement and the Related Agreements existing on the Effective Date or hereafter of any kind, nature and character whatsoever, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary, including the due and punctual payment of the Aggregate Purchase Price, any indemnification obligations of the Purchaser (and any Purchaser Designee) hereunder, the obligations under Section 6.14 and any other amounts that the Purchaser (and any Purchaser Designee) is or may become obligated to pay pursuant to this Agreement (collectively, the "Purchaser Obligations"). The guarantee under this Section 6.12 is a guarantee of timely payment in full and performance of the Purchaser Obligations when due and not merely a guarantee of collection. The obligations of the Purchaser Parents under the guarantee in this Section 6.12 are several (and not joint and several) and in respect of any liability under it, IPR shall be responsible for seventy percent (70%) of such liability and Mitsui shall be responsible for thirty percent (30%) of such liability.
Purchaser Parent Guarantee. (a) The Purchaser Parent hereby unconditionally and irrevocably guarantees to the Seller the timely and complete performance and payment of all obligations of the Purchaser under this Agreement (the “Purchaser Guaranteed Obligations”). The guarantee under this Article 13 may be enforced by the Seller without the necessity at any time of resorting to or exhausting any other remedy or without the necessity at any time of having recourse against the Purchaser under this Agreement. The Purchaser Parent agrees that nothing contained in this Article 13 shall prevent the Seller from exercising any and all rights or remedies under this Agreement if the Purchaser fails to timely perform the Purchaser Guaranteed Obligations, and the exercise of any of the aforesaid rights and the completion of any actions or proceedings related thereto shall not constitute a discharge of any of the obligations of the Purchaser Parent hereunder, it being the express purpose and intent of the Purchaser Parent that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. For greater certainty, the fulfillment of the Purchaser Guaranteed Obligations by the Purchaser shall constitute a discharge of any of the obligations of the Purchaser Parent hereunder.
Purchaser Parent Guarantee. (a) The Purchaser Parents, jointly and severally, hereby unconditionally, irrevocably and absolutely covenant with and guarantee to the Seller Parties and their Affiliates the due and punctual performance and discharge of any and all of the obligations of the Purchaser under this Agreement and the Related Agreements existing on the Effective Date or hereafter of any kind, nature and character whatsoever, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary, including the due and punctual payment of the Project Purchase Price due at the Project Closing, any indemnification obligations of the Purchaser hereunder and any other amounts that the Purchaser is or may become obligated to pay pursuant to this Agreement (collectively, the “Purchaser Obligations”). The guarantee under this Section 6.12 is a guarantee of timely payment in full and performance of the Purchaser Obligations, when due, and not merely a guarantee of collection.
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.
Purchaser Parent Guarantee. (a) The Purchaser Parent hereby absolutely, unconditionally and irrevocably guarantees, as a direct obligation, in favour of the Vendor the full and timely performance, observance and payment by the Purchaser of each and every covenant, agreement, undertaking, representation, warranty, indemnity and obligation of the Purchaser contained in this Agreement (the “Purchaser Obligations”), including but not limited to the obligation of the Purchaser to pay the Base Price when required pursuant to Section 2.3, the AMT Receivable when required to be paid pursuant to Section 2.4 and any adjustment to the Purchase Price required to be paid by the Purchaser in accordance with Section 2.5.
Purchaser Parent Guarantee. (a) Purchaser Parent hereby unconditionally guarantees to Seller the prompt performance of all of Purchaser’s payment and other obligations (including the payment of any indemnification obligations) hereunder and payment of all amounts or performance of all obligations that Purchaser may be obligated to pay or perform in connection with any of the terms of this Agreement or the Operative Documents.
