PURCHASER’S GUARANTOR. 14.1 The Purchaser’s Guarantor hereby unconditionally and irrevocably:
(a) guarantees to each Vendor as a primary obligation the due, punctual and complete observance and discharge by the Purchaser of all of its present and future obligations and liabilities under this Agreement if and when they become due under this Agreement (the “Purchaser Guaranteed Obligations”);
(b) undertakes to each Vendor that, if the Purchaser defaults in the payment when due of any amount that constitutes a Purchaser Guaranteed Obligation, the Purchaser’s Guarantor shall as primary obligor, within two Business Days of demand by the Vendor, pay that amount in the manner prescribed by this Agreement or an order of any court of applicable jurisdiction as if it were the Purchaser; and
(c) agrees as primary obligor to indemnify and keep indemnified each Vendor from and against any cost, loss or liability incurred by each Vendor or its Connected Persons as a result of any of the Purchaser Guaranteed Obligations becoming void, voidable, unenforceable, ineffective or illegal for any reason whatsoever, whether or not known to the Vendor and the amount of the cost, loss or liability will be equal to the amount which the Vendor or any Connected Person would otherwise have been entitled to recover from the Purchaser or the Purchaser’s Guarantor.
14.2 Notwithstanding any other provision in this Agreement, in no circumstances shall the amount recoverable from the Purchaser’s Guarantor exceed the amount which would be recoverable directly from the Purchaser under this Agreement.
14.3 The guarantee set out in Clause 14.1 is to be a continuing guarantee and accordingly is to remain in force until all the Purchaser Guaranteed Obligations shall have been performed or satisfied. This guarantee is in addition to and without prejudice to and not in substitution for any rights or security which the Vendor may now or hereafter have or hold for the performance and observance of the Purchaser Guaranteed Obligations.
14.4 The liability of the Purchaser’s Guarantor under this Clause 14 shall not be affected, impaired, reduced or released by:
(a) any variation of the terms of the Purchaser Guaranteed Obligations;
(b) any forbearance, neglect or delay in seeking performance of the Purchaser Guaranteed Obligations or any granting of time for, or waiver in relation to, such performance;
(c) the illegality, invalidity or unenforceability of, or any defect in, any provision of this Agreement or the Purchaser’s o...
PURCHASER’S GUARANTOR. The Purchaser’s Guarantor hereby guarantees by way of an independent promise of guarantee pursuant to section 311 (1) BGB (selbständiges Garantieversprechen i.S.
PURCHASER’S GUARANTOR. The Purchaser’s Guarantor hereby guarantees by way of an independent promise of guaranty pursuant to Section 311 para. 1 of the German Civil Code the proper fulfillment of all of the obligations of the Purchaser under or in connection with this Agreement, in particular, but not limited to, the payment of the Initial Purchase Price together with the Additional Purchase Price on the Closing Date and the payment of any earn-out payment pursuant to Sections 4 und 5.
PURCHASER’S GUARANTOR. 20 14 TERMINATION..............................................................................................20 15 AMENDMENT................................................................................................21 16 WAIVER...................................................................................................21 17 RELIEF...................................................................................................21 18 WARRANTOR'S OBLIGATIONS..................................................................................21 18.1 Guarantee......................................................................................21 18.2 Indemnity......................................................................................22 18.3 Guarantee not to be affected...................................................................22 18.4 Continuing guarantee...........................................................................22 18.5 No competition.................................................................................22 18.6 Guarantee in addition to other rights of the Purchaser.........................................22 18.7 Representations by the Warrantor...............................................................23
PURCHASER’S GUARANTOR. 9.1.1 Purchaser’s Guarantor hereby irrevocably guarantees to Seller the obligation of the Company to pay the Guaranteed Payment Amount in accordance with Section 2.5.2. This guaranty may be enforced for money damages only. In no event shall Purchaser’s Guarantor’s aggregate liability under this Section 9 exceed an amount equal to the Guaranteed Payment Amount minus any portion of the Guaranteed Payment Amount previously paid to Seller. Purchaser’s Guarantor hereby waives any rights it may have to require Seller to proceed first against or claim payment from the Company.
9.1.2 The guaranty under this Section 9 shall terminate and be of no further force or effect upon the payment in full of the Guaranteed Payment Amount to Seller.
PURCHASER’S GUARANTOR. 72 14. Non-compete; Non-solicitation........................................ 72 14.1 Non-compete.......................................................... 72 14.2
PURCHASER’S GUARANTOR. The Purchaser's Guarantor hereby irrevocably guarantees by way of an independent promise of guarantee pursuant to section 311 para. 1 BGB (selbstandiges Garantieversprechen) to the Sellers any and all obligations of the Purchaser with respect to the full payment of the Final Purchase Price and the extension fee as set forth in Section 6.5.3, under and in connection with this Agreement. Insofar as is necessary, the Guarantor shall be jointly and severally liable (gesamtschuldnerische Haftung) for any and all such obligations of the Purchaser under and in connection with this Agreement.
PURCHASER’S GUARANTOR. The Guarantor hereby guarantees, by way of an independent promise of guarantee (selbständiges Garantieversprechen) pursuant to Section 311 para. 1 of the BGB, the due performance of any and all Purchasers’ obligations under this Agreement, including, without limitation, the payment of the Purchase Price, the Break Fee and any other payments of the Purchasers under this Agreement, subject to the terms and conditions of this Agreement.
PURCHASER’S GUARANTOR. If Purchaser assigns its rights and obligations under this Agreement to its subsidiary before Closing, Purchaser shall sign a guarantee in the form of Schedule J on the date of this Agreement.
PURCHASER’S GUARANTOR is a NASDAQ listed company and active in the 3D printing business. Purchaser is a wholly-owned subsidiary of Purchaser’s Guarantor and operates the German business of the Materialise group.
