Seller Guarantor. (a) Seller Guarantor hereby absolutely, unconditionally and irrevocably guarantees to the Buyer the due, full and punctual payment and performance of all covenants, obligations, liabilities and agreements of Seller hereunder (the “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 or perform the Guaranteed Obligations, Seller Guarantor will forthwith pay and cause to be paid in lawful currency of the United States, or perform or cause to be performed, the Guaranteed Obligations. The foregoing obligation of Seller Guarantor constitutes a continuing guarantee of payment and performance, and is and shall be absolute and unconditional under any and all circumstances, including circumstances which might otherwise constitute a legal or equitable discharge of a guarantor and including any amendment, extension, modification or waiver of any of the Guaranteed Obligations or any insolvency, bankruptcy, liquidation or dissolution of Seller or any assignment thereby. Seller Guarantor hereby irrevocably waives (to the fullest extent permitted by applicable Law) notice of acceptance of this guaranty and notice of any liability to which it may apply, and waives promptness, diligence, presentment, demand or payment, protest, notice of dishonor or nonpayment, suit, filing objections with a court, any right to require proceeding first against Seller (including initiating a Proceeding against Seller), any right to require the prior disposition of the assets of Seller to meet any of its obligations hereunder or the taking of any other action by Buyer and the Buyer Group and all demands whatsoever. The guaranty set forth in this Section 10.19(a) will remain in full force and effect, and will be binding upon Seller Guarantor, until all of the Guaranteed Obligations have been satisfied.
Seller Guarantor. (a) Mr. Plastinin (“Seller Guarantor”) hereby irrevocably and unconditionally guarantees to Buyer the prompt and full discharge by Aladoro Limited of all of Aladoro Limited’s covenants, agreements, obligations and liabilities under the Specified Agreements including the due and punctual payment of all amounts which are or may become due and payable by Aladoro Limited hereunder when and as the same shall become due and payable and the transfer of Aladoro Limited’s Seller Shares to Buyer (collectively, the “Aladoro Obligations”), in accordance with the terms thereof. Seller Guarantor acknowledges and agrees that, with respect to all Aladoro Obligations to pay money, such guaranty shall be a guaranty of payment and performance and not of collection and shall not be conditioned or contingent upon the pursuit of any remedies against Aladoro Limited. If Aladoro Limited shall default in the due and punctual performance of any Aladoro Obligation, including the full and timely payment of any amount due and payable pursuant to any Aladoro Obligation, Seller Guarantor will forthwith perform or cause to be performed such Aladoro Obligation and will forthwith make full payment of any amount due with respect thereto at its sole cost and expense.
Seller Guarantor. Buyer shall have received a written guarantee (the “Seller Guaranty”) of Seller’s obligations under this Agreement and the Ancillary Agreements, in the form of Exhibit F hereto, from a creditworthy Affiliate of Seller reasonably satisfactory to Buyer (“Seller Guarantor”).
Seller Guarantor. Seller Guarantor hereby irrevocably and unconditionally guarantees to Buyer the prompt and full discharge by Seller of all of Seller’s covenants, agreements, obligations and liabilities under this Agreement including, without limitation, the due and punctual payment of all amounts which are or may become due and payable by Seller hereunder, when and as the same shall become due and payable (collectively, the “Seller Obligations”), in accordance with the terms hereof. Seller Guarantor acknowledges and agrees that, with respect to all Seller Obligations to pay money, such guaranty shall be a guaranty of payment and performance and not of collection and shall not be conditioned or contingent upon the pursuit of any remedies against Seller. If Seller shall default in the due and punctual performance of any Seller Obligation, including the full and timely payment of any amount due and payable pursuant to any Seller Obligation, Seller Guarantor will forthwith perform or cause to be performed such Seller Obligation and will forthwith make full payment of any amount due with respect thereto at its sole cost and expense.
Seller Guarantor. The undersigned hereby joins in this Agreement for the sole purpose of being bound by the provisions set forth in Section 14.23: MEDCATH CORPORATION a Delaware corporation By: /s/ Xxxxx X. Xxxxxx
Seller Guarantor. 10.1 In consideration of the Purchaser entering into this Agreement, the Seller Guarantor (as principal obligor and not merely as a surety) unconditionally and irrevocably guarantees as a continuing obligation the proper performance by the Seller of all its obligations under or pursuant to this Agreement.
Seller Guarantor. 11.1.1 In consideration of the Purchaser entering into this Agreement, the Seller Guarantor unconditionally and irrevocably guarantees to the Purchaser as a continuing obligation that (i) guarantees to the Purchaser as a continuing obligation that the Seller will perform duly, fully, properly and punctually all of its (and its Affiliates') obligations pursuant to this Agreement and each Transaction Document, including, but not limited to completing the Pre-Closing Carve-Out and the Pre-Closing Restructuring as set out in this Agreement and the settlement of any claim for damages or other remedies by the Purchaser resulting from any breach of the Seller's obligations under this Agreement and each Transaction Document; and
Seller Guarantor. Seller Guarantor joins in this Agreement for the purpose of guarantying compliance by Seller with all obligations of Seller contained in (i) this Agreement and (ii) the documents to be signed at Closing (collectively, the “Seller Obligations”). Notwithstanding anything to the contrary contained herein, Seller Guarantor agrees to be jointly and severally responsible for all of the Seller Obligations. The liability of Seller Guarantor under this Agreement shall in no way be limited or impaired by, and Seller Guarantor hereby consents to and agrees to be bound by, any amendment or modification of the provisions of this Agreement.
Seller Guarantor. Seller Guarantor hereby unconditionally and irrevocably guarantees the full and prompt performance of all obligations of Seller under this Agreement and the Ancillary Agreements.
Seller Guarantor. HARVEST FACILITY HOLDINGS LP, a Delaware limited partnership By: Harvest Facility Holdings GP LLC, its general partner By: /s/ Xxxxx Xxxxxxxxxxx Name: Xxxxx Xxxxxxxxxxx Title: Chief Financial Officer ANNEX 1 DEFINED TERMS
