Purchaser Parent Guaranty. Purchaser shall, concurrently with the execution and delivery of this Agreement, cause to be executed and delivered to Seller the Purchaser Parent Guaranty.
Purchaser Parent Guaranty. (a) Purchaser Parent (i) absolutely, unconditionally and irrevocably guarantees, as a principal and not as a surety, to the Seller Group the due and timely performance by Purchasers of Purchasers’ covenants, agreements, obligations, commitments, undertakings, and indemnities given or undertaken or expressed to be given or undertaken under this Agreement (collectively, the “Purchaser Guaranteed Obligations”), and (ii) shall indemnify the Seller Group and hold the Seller Group harmless against any Damages which the Seller Group may suffer, sustain or become subject to as a result of any Purchaser’s failure to perform any such Purchaser Guaranteed Obligations or enforcing this Section 9.18.
Purchaser Parent Guaranty. Guarantor, the majority parent owner of Purchaser, guarantees absolutely and unconditionally to Sellers (a) the due and punctual performance, when and as due, of all obligations, covenants and agreements of Purchaser arising under or pursuant to this Agreement (including, for the avoidance of doubt, the punctual payment of all sums, if any, now and hereafter owed by Purchaser hereunder) and (b) the accuracy of Purchaser’s representations and warranties set forth herein. Guarantor hereby makes the representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.8 and 4.9 as to itself, and such representations and warranties shall apply mutatis mutandis as if the Guarantor were substituted for Purchaser therein.
Purchaser Parent Guaranty. (a) Purchaser Parent hereby absolutely and unconditionally guarantees to the Seller the prompt, full and proper performance of each and every obligation and duty of the Purchaser under this Agreement, including the Purchaser’s obligations under Article IX hereof.
Purchaser Parent Guaranty. From and after the date hereof, Purchaser Parent irrevocably guarantees the full and punctual performance by Purchaser of its obligations to consummate the transactions contemplated hereby and pay the purchase price as set forth in Article II; provided, however, that Purchaser Parent’s maximum aggregate liability under this Section 9.17 shall under no circumstance exceed the maximum aggregate amount for which Purchaser is liable to Seller and its Affiliates (reduced by any amount already paid by Purchaser). Purchaser Parent agrees that its obligations hereunder shall be unconditional irrespective of any circumstances which might otherwise constitute a legal or equitable discharge of a surety or a guarantor, and further agrees that it shall not be necessary to institute or exhaust remedies or 77 causes of action against Purchaser as a condition of the obligations of Purchaser Parent hereunder. (The remainder of this page is intentionally left blank.)
Purchaser Parent Guaranty. Concurrently with the execution and delivery of this Agreement, the Purchaser Parent has delivered to the Seller the Purchaser Parent Guaranty, dated as of the date hereof, in favor of the Seller. The Purchaser Parent Guaranty is in full force and effect and constitutes (assuming the due execution of this Agreement by the Seller) a valid and legally binding obligation of the Purchaser Parent, enforceable against the Purchaser Parent in accordance with its terms, subject in all respects to the Bankruptcy and Equity Exceptions. No event has occurred which, with or without notice, lapse of time or both, would constitute a default on the part of the Purchaser Parent under the Purchaser Parent Guaranty.
Purchaser Parent Guaranty. Until the Closing, Purchaser Parent hereby acknowledges and agrees that it assumes joint and several liability (haftet als Gesamtschuldner) and absolutely, irrevocably and unconditionally guarantees, as principal and not as surety, to Seller the due and complete payment and performance of all of the obligations of Purchaser under or in connection with this Agreement and of any Person to whom Purchaser assigns such obligations in accordance with Section 14.5(a). If and to the extent for any reason Purchaser shall fail or be unable to duly and completely pay or perform its obligations under or in connection with this Agreement, then Purchaser Parent shall forthwith duly and completely pay or perform such obligations.
Purchaser Parent Guaranty. On the Effective Date, Purchaser shall cause Purchaser Parent to execute and deliver to Seller Parent the Purchaser Parent Guaranty.
Purchaser Parent Guaranty. (a) Purchaser Parent hereby unconditionally and irrevocably guarantees, and as a primary obligation, to Seller the due and punctual payment, performance and discharge of Purchaser’s obligations under this Agreement and any documents or instruments delivered in connection with this Agreement (the “Parent Guaranteed Obligations”). For the avoidance of doubt, the guarantee provided by Purchaser Parent hereunder is an unconditional and continuing guarantee of payment and not of collection. If Purchaser fails to perform any such obligation when so required to perform, Purchaser Parent, upon written request of Seller, shall, or shall cause Purchaser to, perform such obligations promptly upon receipt of such request. This guaranty shall apply regardless of any amendments, variations, alterations, waivers or extensions to this Agreement or any documents or instruments delivered in connection with this Agreement, except to the extent any of the foregoing modifies the application thereof. For the avoidance of doubt, Purchaser Parent’s obligations under this Section 11.17 are subject in all respects to the other provisions of this Agreement, including without limitation Section 9.05(b) and Section 11.11.
Purchaser Parent Guaranty. Purchaser Parent hereby unconditionally and irrevocably guarantees to Seller the complete and punctual payment, observance, performance and discharge of the obligations of Purchaser under this Agreement to pay the Purchase Price and satisfy any post-Closing payment obligation of Purchaser in accordance with the terms, and subject to the conditions, of this Agreement. This obligation of Purchaser Parent is an unconditional guarantee of payment and performance and not of collection. Purchaser Parent shall be subject to and bound by the provisions of this Section 6.17 (and shall be deemed to be a “party” to this Agreement solely for such purpose), mutatis mutandis.
