Common use of Seller Guarantor Clause in Contracts

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. Seller Guarantor joins in this Agreement for the purpose of guaranteeing compliance by Sellers with all obligations of Sellers contained in (ai) this Agreement and (ii) the documents to be signed by Sellers on or prior to Closing in connection with the transactions contemplated hereby (collectively, the “Seller Obligations”). In furtherance thereof, Seller Guarantor hereby absolutely, unconditionally and irrevocably guarantees to Purchaser the Buyer the due, full and punctual timely payment and performance of all covenants, obligations, liabilities and agreements of the Seller hereunder Obligations (the “Guaranteed ObligationsGuaranty”), 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 Guaranty is legal, valid and binding upon and against Seller Guarantor, enforceable in accordance with its respective terms. The obligations of Seller Guarantor constitutes a continuing guarantee of payment and performanceunder the Guaranty are continuing, 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 shall remain in full force and effecteffect until the Seller Obligations shall have been paid and performed in full. The obligations of Seller Guarantor hereunder shall not be affected, modified, changed, amended, limited, impaired, released or discharged, in whole or in part, by reason of: (a) the entry of an order for relief pursuant to the United States Bankruptcy Code by or against any Seller or Seller Guarantor; (b) the modification, change, amendment, limitation, impairment or release of the liability of a Seller or its estate in bankruptcy or of any remedy for the enforcement thereof, resulting from the operation of any present or future provision of the U.S. Bankruptcy Code, or from the decision of any federal, state or local court; (c) the proposal or confirmation of a plan of reorganization concerning a Seller or Seller Guarantor or by any rejection of this Agreement pursuant to any such proceeding; or (d) the assignment of a Seller’s obligations pursuant to this Agreement or an order of court or by operation of law. The Guaranty constitutes a guarantee of payment and performance and not of collection. Accordingly, Purchaser may enforce the Guaranty against Seller Guarantor without first making demand or instituting collection or enforcement proceedings against any Seller. Seller Guarantor’s liability for the Seller Obligations is hereby declared to be primary, and will not secondary, and the liability of Seller Guarantor under this Agreement shall in no way be binding upon limited or impaired by, and Seller GuarantorGuarantor hereby consents to and agrees to be bound by, until all any amendment or modification of the Guaranteed Obligations have been satisfiedprovisions of this Agreement or the documents to be signed at Closing.

Seller Guarantor. Seller Guarantor joins in this Agreement for the purpose of guarantying compliance by Seller with all obligations of Seller contained in (ai) 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 absolutely, unconditionally consents to 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 agrees to be paid in lawful currency bound by, any amendment or modification of the United States, or perform or cause to be performed, the Guaranteed Obligations. The foregoing obligation provisions 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 therebythis Agreement. Seller Guarantor hereby irrevocably waives (represents and warrants to Buyer that: Seller Guarantor is a corporation validly formed in the fullest extent permitted by applicable Law) notice State of acceptance of this guaranty Pennsylvania; Seller Guarantor has full power and notice of any liability authority 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 enter into 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 9.20, to perform the obligations set forth in full force and effectthis 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 be 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 upon obligation of Seller Guarantor, until all 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 Guaranteed Obligations rights of creditors generally; and Seller Guarantor is the general partner of Seller and will derive a material benefit from the transactions contemplated by this Agreement. In addition to any limitation on liability provided by law or any other agreement or instrument, no advisor, trustee, director, officer, employee, accountant, attorney, shareholder, partner, member, participant or agent of or in Buyer, Seller or Guarantor shall have been satisfiedany personal liability, directly or indirectly, under or in connection with this Agreement or the transaction contemplated hereunder. The provisions of this Section 9.20 shall survive Closing.

Seller Guarantor. (a) Seller As an inducement to Buyer to enter into and consummate the transactions contemplated under this Agreement, Guarantor hereby absolutely, unconditionally unconditionally, and irrevocably guarantees to Buyer, and each of its Affiliates and each of their respective officers, directors, employees and Affiliates (collectively, the “Buyer Indemnified Parties”) each and every representation, warranty, covenant, agreement, and obligation of the due, Seller Parties and the full and punctual payment timely performance by the Seller Parties, and performance each of all covenantsthem, obligations, liabilities of their obligations under this Agreement and agreements the documents executed by each of Seller hereunder them in connection herewith (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 This is a continuing guarantee of payment and performance, and not merely of collection, and Guarantor acknowledges and agrees that, except as otherwise set forth herein, this guarantee is full and unconditional, and no release or extinguishments of the Seller Parties’ obligations or liabilities (other than in accordance with the terms of this Agreement), whether by decree under bankruptcy law or otherwise, shall affect the continuing validity and enforceability of this guarantee. Guarantor agrees that performance of the Guaranteed Obligations by Guarantor shall be a primary obligation, and shall not be absolute subject to any counterclaim (other than a compulsory counterclaim), set off, abatement, deferment or defense based upon any claim that Guarantor may have against Buyer. Guarantor agrees that performance of the Guaranteed Obligations by Guarantor shall remain in full force and unconditional under effect without regard to, and shall not be released, discharged or affected in any way by, any circumstance or condition other than those set forth in this Agreement, whether or not Guarantor shall have any knowledge thereof, including, without limitation, (i) any voluntary or involuntary bankruptcy, assignment for the benefit of creditors, receivership, or similar events or proceedings with respect to any Seller Party or Guarantor, as applicable, or (ii) any other occurrence, circumstance, happening, or event, whether similar or dissimilar to the foregoing and all circumstanceswhether foreseen or unforeseen, including circumstances which otherwise might otherwise constitute a legal or equitable defense or discharge of a guarantor and including any amendment, extension, modification the liabilities of Guarantor or waiver of any of the Guaranteed Obligations or any insolvency, bankruptcy, liquidation or dissolution of which otherwise might limit recourse against Seller or any assignment thereby. Seller Guarantor hereby irrevocably waives (Guarantor, to the fullest extent permitted by applicable Law) notice law. Guarantor hereby waives, for the benefit 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 courtthe Buyer Indemnified Parties, any right to require proceeding first any Seller Party, as a condition of payment or performance by Guarantor, to proceed against Seller or pursue any other remedies whatsoever (including initiating a Proceeding other than Buyer’s obligation to initially seek recovery against Sellerthe Escrow Amount pursuant to the terms of Section 17.5). For so long as this guarantee remains in effect, any right to require Guarantor shall not transfer, lease, assign, sell or convey substantially all of its assets or cease operating its business in the ordinary course without the prior disposition written consent of the assets of Seller Buyer unless Guarantor is replaced with another guarantor to meet any of its obligations hereunder or the taking of any other action by Buyer’s satisfaction. Guarantor understands that Buyer and the Buyer Group and all demands whatsoeveris relying on this guarantee in entering into this Agreement. The guaranty set forth in terms of this Section 10.19(a) will remain in full force and effect, and will be binding upon Seller Guarantor, until all shall expressly survive the termination of this Agreement and/or the Guaranteed Obligations have been satisfiedcompletion of Closing.

Seller Guarantor. Seller Guarantor joins in this Agreement for the purpose of guarantying compliance by Seller with all obligations of Seller contained in (ai) 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 absolutely, unconditionally consents to 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 agrees to be paid in lawful currency bound by, any amendment or modification of the United States, or perform or cause to be performed, the Guaranteed Obligations. The foregoing obligation provisions 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 therebythis Agreement. Seller Guarantor hereby irrevocably waives (represents and warrants to Buyer that: Seller Guarantor is a limited liability company validly formed in the fullest extent permitted by applicable Law) notice State of acceptance of this guaranty Delaware. Seller Guarantor has full power and notice of any liability authority 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 enter into 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 9.20, to perform the obligations set forth in full force and effectthis 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 be 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 upon obligation of Seller Guarantor, until all 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 Guaranteed Obligations have been satisfiedrights of creditors generally.

Seller Guarantor. (a) Seller Guarantor hereby absolutely, unconditionally and irrevocably guarantees to joins in this Agreement for the Buyer the due, full and punctual payment and performance purpose of guarantying compliance by Seller with all covenants, obligations, liabilities and agreements post-Closing obligations of Seller hereunder contained in (i) this Agreement and (ii) the documents to be signed at Closing (collectively, the “Guaranteed Seller Obligations”). Seller Guarantor agrees to be jointly and severally responsible with Seller, subject to the terms and conditions hereunder. IfCap, 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 all of the United States, or perform or cause to be performed, the Guaranteed Seller Obligations. The foregoing obligation liability of Seller Guarantor constitutes a continuing guarantee of payment and performanceunder this Agreement shall in no way be limited or impaired by, and is Seller Guarantor hereby consents to and shall agrees to be absolute and unconditional under bound by, any and all circumstances, including circumstances which might otherwise constitute a legal amendment 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 provisions of Seller or any assignment therebythis Agreement. Seller Guarantor hereby irrevocably waives (represents and warrants to Buyer that: Xxxxxx Xxxxxxx is an individual resident in the fullest extent permitted by applicable Law) notice State of acceptance of this guaranty and notice of any liability to which it may applyFlorida, and waives promptness, diligence, presentment, demand or payment, protest, notice Xxxx Xxxxx Xxxxxxxxxx is an individual resident in the State of dishonor or nonpayment, suit, filing objections with a court, any right Missouri. Seller Guarantor has full power and authority to require proceeding first against Seller (including initiating a Proceeding against Seller), any right to require enter into 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 9.20, to perform the obligations set forth in full force and effectthis 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 be 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 upon obligation of Seller Guarantor, until all 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 Guaranteed Obligations have been satisfiedrights of creditors generally. If Seller Guarantor consists of more than one (1) person, each person comprising Seller Guarantor shall be jointly and severally liable under this Section 9.20. Seller and Buyer agree that execution of this Agreement by Seller Guarantor is not required for this Agreement to be binding and effective as among Seller, Buyer, and Escrow Agent, and the Effective Date of this Agreement shall be the date that the last of Seller or Buyer executes this Agreement. Seller agrees to cause Xxxx Xxxxx Xxxxxxxxxx to execute this Agreement as soon after the Effective Date as he is available.

Seller Guarantor. (a) Seller Guarantor hereby jointly and severally, absolutely, unconditionally and irrevocably guarantees to Buyer (i) the Buyer the duefull, full complete and punctual payment and performance of all covenants, obligations, liabilities and agreements of Seller hereunder (the “Guaranteed Obligations”)timely payment, subject to the terms and conditions hereof, by Freeport of each and every payment obligation of Freeport, 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 Freeport of all of Freeport’s obligations, commitments and undertakings hereunder. If, If Freeport shall default for any reason whatsoeverwhatsoever on any such payment or performance obligations, Seller shall fail or be unable to duly, punctually and fully pay or perform the Guaranteed Obligations, then Seller Guarantor will forthwith pay and cause to be paid in lawful currency of the United States, or shall unconditionally perform or cause to be performedperformed 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 Freeport. Buyer shall not be required to initiate legal proceedings against Freeport or any other Person prior to or contemporaneously with proceeding against Seller Guarantor. Subject to the terms and conditions hereof, 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 waives (1) any and all circumstances, including circumstances which might otherwise constitute a legal or and equitable discharge of defenses available to a guarantor (other than payment in full by Freeport) 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 Law2) notice of acceptance of this guaranty and notice of any liability to which it may apply, and waives promptness, diligence, presentment, demand or of payment, protest, order and any notices hereunder, including any notice of dishonor any amendment of this Agreement or nonpayment, suit, filing objections with a court, waiver or other similar action granted pursuant to this Agreement and any right to require proceeding first against Seller (including initiating a Proceeding against Seller), any right to require the prior disposition notice 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 whatsoeveracceptance. The guaranty guarantee set forth in this Section 10.19(a) will 13.14 shall be deemed a continuing guarantee and shall remain in full force and effecteffect until the satisfaction in full of all payment and performance obligations of Freeport hereunder, notwithstanding the winding-up, liquidation, dissolution, merger or other incapacity or other restructuring of Freeport or any change in the status, control or ownership of Freeport. The guarantee set forth in this Section 13.14 is a primary guarantee of payment and will be binding upon Seller Guarantor, until all not just of the Guaranteed Obligations have been satisfiedcollection.

Seller Guarantor. Seller Guarantor joins in this Agreement for the purpose of guarantying compliance by Seller with all obligations of Seller contained in (ai) 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 absolutely, unconditionally consents to 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 agrees to be paid in lawful currency bound by, any amendment or modification of the United States, or perform or cause to be performed, the Guaranteed Obligations. The foregoing obligation provisions 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 therebythis Agreement. Seller Guarantor hereby irrevocably waives (represents and warrants to Buyer that: Seller Guarantor is a limited liability company validly formed in the fullest extent permitted by applicable Law) notice State of acceptance of this guaranty North Carolina. Seller Guarantor has full power and notice of any liability authority 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 enter into 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 9.20, to perform the obligations set forth in full force and effectthis 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 be 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 upon obligation of Seller Guarantor, until all 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 Guaranteed Obligations have been satisfiedrights of creditors generally.