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.
(b) Seller Guarantor’s obligations hereunder shall remain in full force and effect until the Aladoro Obligations shall have been performed in full. If at any time any performance by any Person of any Aladoro Obligation is rescinded or must be otherwise restored or returned, whether upon the insolvency, bankruptcy or reorganization of Aladoro Limited or otherwise, Seller Guarantor’s obligations hereunder with respect to such Aladoro Obligation shall be reinstated at such time as though such Aladoro Obligation had become due and had not been performed. None of the liabilities of Seller Guarantor hereunder shall be reduced, discharged or otherwise adversely affected by (i) any time or indulgence granted to Seller by Buyer, (ii) any variation of any of the terms of the Specified Agreements, (iii) any of the administration, insolvency, bankruptcy, liquidation or cessation of business of Buyer or Seller, (iv) any invalidity, illegality, unenforceability, irregularity or frustration in any respect of any of the liabilities or obligations referred to in this Section 9.15 or (v) any other act, omission, event or circumstances which, but for this provision, might operate to prejudice, affect or otherwise affect the liability of Seller Gua...
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”). 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 represents and warrants to Buyer that: Seller Guarantor is a limited liability company validly formed in the State of North Carolina. Seller Guarantor has full power and authority to enter into the obligations set forth in this Section 9.20, to perform the obligations set forth in this Section 9.20, and to consummate the transactions contemplated hereby. The execution, delivery and performance of the obligations set forth in this Section 9.20 and all documents contemplated hereby by Seller Guarantor have been duly and validly authorized by all necessary action on the part of Seller Guarantor. All required consents and approvals have been duly obtained and will not result in a breach of any of the terms or provisions of, or constitute a default under any indenture, agreement or instrument to which Seller Guarantor is a party. This Agreement is a legal, valid and binding obligation of Seller Guarantor, enforceable against Seller Guarantor in accordance with its terms, subject to the effect of applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws affecting the rights of creditors generally.
Seller Guarantor. Seller Guarantor hereby irrevocably and unconditionally guarantees to Buyer the prompt and full discharge by Sellers of all of Sellers' 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 Sellers 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 Sellers. If Sellers 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. 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. Section 11.03.
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 joins in this Agreement for the purpose of guarantying compliance by Seller with all covenants of Seller under this Agreement and under the documents to be signed at Closing. Seller Guarantor agrees to be jointly and severally responsible for all of Seller’s obligations under this Agreement and the documents to be delivered at Closing.
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:
Seller Guarantor. 68 SECTION 12.02.
