Seller Guarantee. Seller Guarantor does hereby covenant and agree that it shall cause Seller to comply with all of its obligations under this Agreement. In such regard, Seller Guarantor unconditionally and irrevocably guarantees and agrees to jointly and severally liable with the Seller for, the due and punctual performance of all obligations, covenants and indemnities of the Seller arising under this Agreement, upon the terms and subject to the conditions of this Agreement. The liability of Seller Guarantor under this section will be for the full amount of the obligations without apportionment, limitation or restriction of any kind, will be continuing, absolute and unconditional and will not be affected by any applicable law, or any other act, delay, abstention or omission to act of any kind by the Buyer or the Seller any other person, that might constitute a legal or equitable defence to or a discharge, limitation or reduction of Seller Guarantor's obligations under this section. The liability of Seller Guarantor under this section will not be released, discharged, limited or in any way affected by anything done, suffered, permitted or omitted to be done by the Seller or the Buyer in connection with any duties, obligations or liabilities of the Seller or Seller Guarantor or to the Buyer. The Buyer or Buyer Guarantor will not be bound or obligated to exhaust its recourse against the Seller or other persons or take any other action before being entitled to demand payment from Seller Guarantor hereunder.
Seller Guarantee. In consideration of the Purchaser entering into this Agreement at the request of the Guarantor, the Guarantor:
(1) unconditionally and irrevocably guarantees to the Purchaser on demand the due and punctual performance by the Seller of its obligations under, or arising from this Agreement, including without limitation all representations and warranties; and
(2) separately indemnifies the Purchaser against any Losses which may be incurred or sustained by the Purchaser in connection with any breach, default, failure to fulfil or delay by the Seller in the due and punctual performance of its obligations, representations and warranties under, or arising from, this Agreement.
Seller Guarantee. The Seller Guarantee shall have been duly and validly executed by Telenor ASA and delivered to Buyer and GTI, and shall be in full force and effect.
Seller Guarantee. Seller Guarantor hereby absolutely, unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, to the Purchaser the due and punctual performance and observance of, and compliance with, all covenants, agreements, obligations, liabilities, indemnities and warranties of Seller under or pursuant to the Transaction Agreements.
Seller Guarantee. Seller hereby unconditionally guarantees the remaining obligations of GSI under Section 2.9 of the RueLaLa Merger Agreement, subject to Purchaser’s indemnification obligations to the Seller Indemnified Persons pursuant to Sections 8.2(d) and 8.2(f). Without limitation of the foregoing, Purchaser shall promptly pay as and when due any amounts required to be paid by GSI pursuant to, and perform or cause to be performed any other obligations of GSI under, Section 2.9 of the RueLaLa Merger Agreement.
Seller Guarantee. In consideration of the Purchaser agreeing to purchase the Transferred Assets and the Shares and license the Seller Licensed IPR, PLC irrevocably and unconditionally:
Seller Guarantee. 28.1 The Seller Guarantor as primary obligor unconditionally and irrevocably:
(a) guarantees by way of continuing guarantee to the Buyer the due and punctual performance by the Seller, the Czech Seller and their Related Persons of their respective obligations under or pursuant to this Agreement and each other Transaction Agreement;
(b) agrees that if and each time that the Seller, the Czech Seller or any of their Related Persons fails to make any payment when it is due under or pursuant to this Agreement or any other Transaction Agreement, the Seller Guarantor shall on demand (without requiring the Buyer first to take steps against the Seller or any other person) pay that amount to the Buyer.
28.2 Each payment to be made by the Seller Guarantor under this clause shall be made in the currency in which the relevant amount is payable by the Seller, free and clear of all deductions or withholdings of any kind.
28.3 The Seller Guarantor’s obligations under this clause shall not be affected by any matter or thing which but for this provision might operate to affect or prejudice those obligations, including without limitation:
(a) any time or indulgence granted to, or composition with, the Seller, the Czech Seller or any other person;
(b) the taking, variation, renewal or release of, or neglect to perfect or enforce this Agreement, any other Transaction Agreement or any right, guarantee, remedy or security from or against the Seller, the Czech Seller or any other person; or
(c) any unenforceability or invalidity of any obligation of the Seller or the Czech Seller, so that this clause shall be construed as if there were no such unenforceability or invalidity.
Seller Guarantee. Seller agrees to take all action necessary to cause the Sellers to perform all of their respective agreements, covenants and obligations under this Agreement. Seller unconditionally guarantees to Buyer the full and complete performance by the Sellers of their respective obligations under this Agreement and shall be liable for any breach of any representation, warranty, covenant or obligation of the Sellers under this Agreement. This is a guarantee of payment and performance and not collectability. Seller hereby waives diligence, presentment, demand of performance, filing of any claim, any right to require any proceeding first against any of the Sellers, protest, notice and all demands whatsoever in connection with the performance of its obligations set forth in this Section 9.16.
Seller Guarantee. Seller Guarantor hereby guarantees to Purchaser the complete and timely performance by the Seller of all obligations to be performed by the Seller hereunder, all as and when required to be performed under this Agreement, in all respects and in accordance with the terms, conditions and limitations contained herein (the “Seller Obligations”). In the event of a default in performance of any of the Seller Obligations, Seller Guarantor shall timely perform or cause to be performed such Seller Obligations in accordance with the terms of this Agreement including upon receipt of written notice of such default by the Seller to the extent such notice is required to be given to the Seller hereunder. This is a guaranty of payment and performance, and not merely of collection. Purchaser may collect such amounts, or any part thereof, or obtain such performance from Seller Guarantor without first exercising its rights against the Seller. Seller Guarantor waives any right it may have to require that any action be brought against the Seller. Seller Guarantor waives (i) notice of acceptance of this guaranty and (ii) presentment, demand, notice of dishonor, protest and notice of protest. Notwithstanding anything herein to the contrary, Seller Guarantor shall be entitled to the benefit of and may assert as a defense against any Claim under this Section 10.19 any limitation, defense, set off or counterclaim that the Seller could have other than defenses based upon or relating to (a) the Seller’s insolvency, bankruptcy or similar inability to pay or perform or (b) the due authorization, execution, delivery, enforceability or validity of this Agreement by or against the Seller.
Seller Guarantee. As further consideration for the amounts paid by Purchaser, Seller hereby provides Purchaser with the following attrition guarantee. Notwithstanding anything to contrary contained in this Agreement, if at any time during the Advance Period there is any reduction in the Advance Repayment Sum due to insufficient revenue generated from the Combined Marketing Agreements or otherwise, Seller hereby authorizes and directs Purchaser, to make up any shortfall from any and all amounts otherwise due to Purchaser or its affiliated entities or being held by Purchaser or its affiliated entities on behalf of Seller or its affiliated entities including but not limited to the right to offset shortfalls from amounts otherwise due to Seller from the Portfolio Residuals or otherwise pursuant to this Agreement.
