Common use of Seller Guarantee Clause in Contracts

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. (a) Each Seller Guarantor does hereby covenant jointly and agree that it shall cause Seller to comply with all of its obligations under this Agreement. In such regardseverally, Seller Guarantor absolutely, unconditionally and irrevocably guarantees to Buyer (i) the full, complete and agrees timely payment, subject to jointly the terms and severally liable with the conditions hereof, by Seller forof each and every payment obligation of Seller, without any set off, restriction, condition or deduction for or on account of any counterclaim; and (ii) the due and punctual performance and observance by Seller of all of Seller’s obligations, covenants commitments and indemnities of undertakings hereunder. If Seller shall default for any reason whatsoever on any such payment or performance obligations, then the Seller arising under this Agreement, Guarantors shall unconditionally perform or cause to be performed and satisfy or cause to be satisfied the performance or payment obligations immediately upon notice from Buyer specifying the default so that the same benefits shall be conferred on Buyer as would have been received if such performance or payment obligations had been duly performed and satisfied by Seller. Buyer shall not be required to initiate legal proceedings against Seller or any other Person prior to or contemporaneously with proceeding against either or both Seller Guarantors. Subject to the terms and subject conditions hereof, each Seller Guarantor waives (1) any and all legal and equitable defenses available to the conditions a guarantor (other than payment in full by Seller) and (2) promptness, diligence, presentment, demand of payment, protest, order and any notices hereunder, including any notice of any amendment of this AgreementAgreement or waiver or other similar action granted pursuant to this Agreement and any notice of acceptance. The liability guarantee set forth in this Section 9.15 shall be deemed a continuing guarantee and shall remain in full force and effect until the satisfaction in full of all payment and performance obligations of Seller Guarantor under this section will be for hereunder, notwithstanding the full amount winding-up, liquidation, dissolution, merger or other incapacity or other restructuring 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, Seller or any other actchange in the status, delay, abstention control or omission to act ownership 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 sectionSeller. The liability guarantee set forth in this Section 9.15 is a primary guarantee of Seller Guarantor under this section will payment and 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 just 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 hereundercollection.

Seller Guarantee. Seller Guarantor does hereby covenant guarantees to Purchaser the complete 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 timely performance by the Seller for, the due and punctual performance of all obligations, covenants and indemnities of obligations to be performed by the Seller arising hereunder, all as and when required to be performed under this Agreement, upon 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 and subject of this Agreement including upon receipt of written notice of such default by the Seller to the conditions extent such notice is required to be given to the Seller hereunder. This is a guaranty of this Agreementpayment and performance, and not merely of collection. 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 lawPurchaser may collect such amounts, or any other actpart thereof, 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 obtain such performance from Seller Guarantor hereunder.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. Each Seller Guarantor does Guarantor, severally (and not jointly and severally) on a pro rata basis based on its indirect membership interests in Seller as of the date hereof, hereby covenant absolutely, unconditionally and agree irrevocably guarantees to Buyer the due, full and punctual payment of all indemnification obligations of Seller under Article IX (the “Seller Guaranteed Obligations”), subject to the terms and conditions hereunder. If, for any reason whatsoever, Seller shall fail or be unable to duly, punctually and fully pay the Seller Guaranteed Obligations, the Seller Guarantors will forthwith pay and cause to be paid in lawful currency of the United States the Seller Guaranteed Obligations. The guaranty set forth in this Section 10.21 will remain in full force and effect, and will be binding upon the Seller Guarantors, until all of the Seller Guaranteed Obligations have been satisfied. Each Seller Guarantor, severally (and not jointly and severally), hereby represents and warrants to Buyer that (a) it shall cause Seller has all requisite corporate power and authority to comply with all execute and deliver this Agreement and perform its obligations under this Section 10.21; (b) the execution and delivery of this Agreement and performance of its obligations under this Agreement. In Section 10.21 (i) have been duly and validly authorized by all necessary action on the part of such regard, Seller Guarantor unconditionally and irrevocably guarantees (ii) do not violate, conflict with or result in default (whether after the giving of notice, lapse of time or both) under, any law, regulation or rule, or any order of, or any restriction imposed by, any court or other Governmental Entity applicable to such Seller Guarantor, (c) this Agreement constitutes a valid and agrees to jointly and severally liable with legally binding obligation of such Seller Guarantor, enforceable against the Seller forGuarantor in accordance with its terms and conditions, subject to the due Bankruptcy and punctual performance of all obligations, covenants Equity Exception and indemnities of (d) such Seller Guarantor has the Seller arising requisite capacity to pay and perform its obligations under this Agreement, upon the terms and subject to the conditions of this Agreement. The liability of all funds necessary for such 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 fulfill its obligations under this sectionAgreement shall be available to such Seller Guarantor until the Seller Guaranteed Obligations have been satisfied in full. * * * * * REDACTED Aquarion-NH – Eversource Docket Xx. XX 00- Xxxxxxx XX-XX-0 Page 58 of 82 000074 REDACTED Aquarion-NH – Eversource Docket Xx. XX 00- Xxxxxxx XX-XX-0 Page 59 of 82 000075 REDACTED Aquarion-NH – Eversource Docket Xx. XX 00- Xxxxxxx XX-XX-0 Page 60 of 82 000076 REDACTED Aquarion-NH – Eversource Docket Xx. XX 00- Xxxxxxx XX-XX-0 Page 61 of 82 000077 REDACTED Aquarion-NH – Eversource Docket Xx. XX 00- Xxxxxxx XX-XX-0 Page 62 of 82 000078 EXHIBIT A FORM OF JOINDER JOINDER AGREEMENT This Joinder Agreement (the “Joinder Agreement”), dated as of [ ], is made by and among Macquarie Utilities Holdings, GP (the “MIP Seller”), bcIMC (College) US Infra Inc. (“bcIMC College”), bcIMC (Teachers) US Infra Inc. (“bcIMC Teachers”), bcIMC (WorkSafe) US Infra Inc. (“bcIMC Worksafe”), bcIMC (Public Service) US Infra Inc. (“bcIMC Public Service”), bcIMC (Municipal) US Infra Inc. (“bcIMC Municipal”), bcIMC (WSAF) US Infra Inc. (“bcIMC WSAF”) (collectively the, “bcIMC Sellers”), Eversource Energy (the “Buyer”), Macquarie Infrastructure Partners International, L.P., Macquarie Infrastructure Partners A, L.P. and Macquarie Infrastructure Partners Canada L.P. (collectively, the “MIP Seller Guarantors”) and [bcIMC Seller Guarantor] (the “bcIMC Seller Guarantor”)1. The liability of MIP Seller, the MIP Seller Guarantors, Buyer, the bcIMC Sellers and the bcIMC Seller Guarantor under this section will shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not be released, discharged, limited or otherwise defined herein have the meanings ascribed to such terms 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 hereunderPurchase Agreement (as defined below).

Seller Guarantee. Each Seller Guarantor does Guarantor, severally (and not jointly and severally) on a pro rata basis based on its indirect membership interests in Seller as of the date hereof, hereby covenant absolutely, unconditionally and agree irrevocably guarantees to Buyer the due, full and punctual payment of all indemnification obligations of Seller under Article IX (the “Seller Guaranteed Obligations”), subject to the terms and conditions hereunder. If, for any reason whatsoever, Seller shall fail or be unable to duly, punctually and fully pay the Seller Guaranteed Obligations, the Seller Guarantors will forthwith pay and cause to be paid in lawful currency of the United States the Seller Guaranteed Obligations. The guaranty set forth in this Section 10.21 will remain in full force and effect, and will be binding upon the Seller Guarantors, until all of the Seller Guaranteed Obligations have been satisfied. Each Seller Guarantor, severally (and not jointly and severally), hereby represents and warrants to Buyer that (a) it shall cause Seller has all requisite corporate power and authority to comply with all execute and deliver this Agreement and perform its obligations under this Section 10.21; (b) the execution and delivery of this Agreement and performance of its obligations under this Agreement. In Section 10.21 (i) have been duly and validly authorized by all necessary action on the part of such regard, Seller Guarantor unconditionally and irrevocably guarantees (ii) do not violate, conflict with or result in default (whether after the giving of notice, lapse of time or both) under, any law, regulation or rule, or any order of, or any restriction imposed by, any court or other Governmental Entity applicable to such Seller Guarantor, (c) this Agreement constitutes a valid and agrees to jointly and severally liable with legally binding obligation of such Seller Guarantor, enforceable against the Seller forGuarantor in accordance with its terms and conditions, subject to the due Bankruptcy and punctual performance of all obligations, covenants Equity Exception and indemnities of (d) such Seller Guarantor has the Seller arising requisite capacity to pay and perform its obligations under this Agreement, upon the terms and subject to the conditions of this Agreement. The liability of all funds necessary for such 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 fulfill its obligations under this section. The liability of Agreement shall be available to such 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 until the Seller or the Buyer Guaranteed Obligations have been satisfied in connection with any duties, obligations or liabilities of the Seller or Seller Guarantor or to the Buyerfull. 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. Seller Guarantor does hereby covenant guarantees to Purchaser the complete 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 timely performance by the Seller for, the due and punctual performance Principal Member of all obligationsobligations to be performed by the Principal Member hereunder, covenants all as and indemnities of the Seller arising when required to be performed under this Agreement, upon in all respects and in accordance with the terms, conditions and limitations contained herein (the “Principal Member Obligations”). In the event of a default in performance of any of the Principal Member Obligations, Seller Guarantor shall timely perform or cause to be performed such Principal Member Obligations in accordance with the terms and subject of this Agreement including upon receipt of written notice of such default by the Principal Member to the conditions extent such notice is required to be given to the Principal Member hereunder. This is a guaranty of this Agreementpayment and performance, and not merely of collection. 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 lawPurchaser may collect such amounts, or any other actpart thereof, 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 obtain such performance from Seller Guarantor hereunder.without first exercising its rights against the Principal Member. Seller Guarantor waives any right it may have to require that any action be brought against the Principal Member. 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 Principal Member could have other than defenses based upon or relating to (a) the Principal Member’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 Principal Member. * * * * *

Seller Guarantee. Seller Guarantor does All of the Seller’s obligations hereunder are hereby covenant guaranteed by LSB. LSB hereby acknowledges and agree agrees that it shall cause the Seller to comply with all of its the Seller’s obligations under this Agreement. In Agreement (“Seller Guaranteed Obligations”), and in the event the Seller fails to comply with any such regardobligations, Seller Guarantor unconditionally and irrevocably guarantees and agrees it shall intervene to jointly and severally liable perform, or cause to be performed, such obligations in accordance 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 This is an unconditional guarantee of payment and not of collectability. LSB agrees that, for so long as the Seller Guarantor under is an affiliate of LSB, the Purchaser and the Seller may at any time and from time to time, without notice to LSB or LSB’s further consent, extend the term of this section will be Agreement and make any agreement with the Seller or any Person liable with respect to any of the Seller Guaranteed Obligations hereunder for the full amount extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Purchaser and the Seller or any such other Person without in any way impairing or affecting any of its Seller Guaranteed Obligations hereunder. LSB agrees that its obligations without apportionmenthereunder shall not be released or discharged, limitation in whole or restriction in part, or otherwise affected by (a) the failure of any of the Purchaser Related Parties to assert any claim or demand or to enforce any right or remedy against the Seller or any other Person liable with respect to any of the Seller Guaranteed Obligations; (b) any change in the time, place or manner of payment of any Seller Guaranteed Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Agreement or any other agreement evidencing, securing or otherwise executed in connection with any of the Seller Guaranteed Obligations; (c) any change in the corporate existence, structure or ownership of the Seller or any other Person liable with respect to any of the Seller Guaranteed Obligations; (d) any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Seller or any other Person liable with respect to any of the Seller Guaranteed Obligations; (e) the existence of any right of set-off which LSB may have at any time against the Purchaser Related Parties, whether in connection with any Seller Guaranteed Obligations or otherwise; or (f) the adequacy of any other means the Purchaser may have of obtaining payment of any Seller Guaranteed Obligations. To the fullest extent permitted by Law, LSB hereby expressly waives any and all rights or defenses arising by reason of any Law which would otherwise require any election of remedies by any of the Purchaser Related Parties. LSB waives promptness, diligence, notice of the acceptance of this guarantee and of any Seller Guaranteed Obligation, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of the incurrence of any Seller Guaranteed Obligations and all other notices of any kind, will all defenses which may be continuingavailable by virtue of any valuation, absolute and unconditional and will not be affected by stay, moratorium law or other similar law now or hereafter in effect, any applicable law, right to require the marshalling of assets of the Purchaser or any other act, delay, abstention or omission Person liable with respect to act of any kind the Seller Guaranteed Obligations and all suretyship defenses generally. LSB acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Buyer or Agreement and that the Seller any other person, that might constitute a legal or equitable defence to or a discharge, limitation or reduction waivers set forth in this guarantee are knowingly made in contemplation 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 hereundersuch benefits.