Seller Guaranty Sample Clauses
A Seller Guaranty clause establishes that the seller guarantees certain obligations or representations made in the contract. Typically, this means the seller is legally responsible for ensuring the accuracy of information provided, the performance of specific duties, or the fulfillment of warranties related to the transaction. For example, if the seller guarantees the condition of goods or the validity of ownership, they may be required to compensate the buyer if these assurances prove false. The core function of this clause is to allocate risk and provide the buyer with recourse if the seller fails to meet their contractual promises.
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Seller Guaranty. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, including, without limitation, the entering into by [IPL DevCo], [an Indiana/a Delaware] limited liability company (“Purchaser”) with [Seller], a [__________] [limited liability company] (“Seller”), of the Membership Interest Purchase, Project Development and Construction Management Agreement between Seller and Purchaser, as it may be amended and supplemented from time to time, together with all schedules and attachments thereto and any replacements or substitutes (the “BTA/MIPA”), the undersigned guarantor (“Guarantor”), hereby unconditionally and irrevocably guarantees to Purchaser and all Purchaser’s Affiliates (as defined in the BTA/MIPA) the prompt and complete payment of all amounts that Seller now or hereafter owes, and the performance of all other obligations of the Seller, under the terms and conditions of the BTA/MIPA, any agreements entered into by Seller under, pursuant to, or in connection with the BTA/MIPA and/or any related agreements to which Purchaser and Seller are parties, as may be amended or supplemented from time to time whether now existing or hereafter arising in accordance with their respective terms, together with costs of enforcement and collection, including attorneys’ fees (collectively, the “Liabilities”). The BTA/MIPA, any and all agreements entered into by Seller under, pursuant to or in connection with the BTA/MIPA, and any and all agreements to which the Seller and Purchaser are parties, each as it may be amended from time to time and whether it currently exists or is entered into at any time in the future are collectively referred to herein as the “Agreements”. If Seller does not perform each of its obligations in strict accordance with each respective Agreement, Guarantor shall immediately pay upon demand all amounts now or hereafter due under all of the Agreements (including, without limitation, all principal, interest and fees) and otherwise proceed to complete the same and satisfy all of the Liabilities, including Seller’s obligations under all of the Agreements. This Guaranty may be satisfied by Guarantor paying and/or performing (as appropriate) Seller’s Liabilities or by the Guarantor causing Seller’s Liabilities to be paid or performed; provided, however, that Guarantor shall at all times remain fully responsible and liable for its obligations hereunder notwithstanding any such payment or performance (or failure ther...
Seller Guaranty. (a) Seller Guarantor hereby irrevocably guarantees, absolutely and unconditionally, to Purchaser the full and complete performance by Seller of its obligations under this Agreement and shall be liable for Seller’s obligation with respect to any breach of any representation, warranty, covenant or obligation of Seller under this Agreement. Seller Guarantor hereby waives diligence, presentment, demand of performance, filing of any claim, any right to require any proceeding first against Seller, protest, notice and all demands whatsoever in connection with the performance of its obligations set forth in this Section 2.13 or elsewhere in this Agreement.
(b) Seller Guarantor hereby represents and warrants to Purchaser that (i) the execution, delivery and performance by Seller Guarantor of this Agreement are within Seller Guarantor’s legal right, power and authority, (ii) no other action on the part of Seller Guarantor is necessary to authorize the execution and delivery of this Agreement or the performance of its obligations hereunder, (iii) this Agreement has been duly executed and delivered by Seller Guarantor and constitutes a valid and legally binding obligation of Seller Guarantor, enforceable in accordance with its terms and conditions, and (iv) the execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, (A) result in any violation of any judgment, injunction, ruling, order, charge or decree entered with respect to Seller Guarantor, (B) result in any violation of any Law, license or permit applicable to Seller Guarantor, (C) require any authorization, consent, approval, exemption or other action of or by or notice declaration to, or filing with, any Governmental Authority or other Person, or (D) provide any Governmental Authority or other Person the right to withdraw, revoke, suspend, cancel, terminate or modify any consent, contract, agreement, credit agreement, license, permit, waiver or other authorization issued or originated previously.
Seller Guaranty. This GUARANTY, dated as of the ____ day of _________, 2014, is entered into by Vectren Enterprises, Inc. an Indiana corporation (“Enterprises”), to and for the benefit of Sunrise Coal, LLC, an Indiana limited liability company (the “Purchaser”).
Seller Guaranty. 11 Section 3.01.
Seller Guaranty. 5.14(a)(i)(A) Business Employees 5.14(a)(i)(B) Pre-Employment Screening and Requirements 5.14(a)(ii) Long-Term Disability Methodology 5.14(a)(iii)(A) Existing Severance Plan 5.14(a)(iii)(B) Transferred Employees Provided One Year Salary 5.14(d) Retention Bonuses 7.5(c) Per Diem Taxes
Seller Guaranty. In connection with the Closing, Seller shall issue a full and irrevocable guaranty of Property and Casualty Company of Omaha’s obligations to the Company under the Administrative Services Agreement and the LPT Agreement in the form attached hereto as Exhibit C (“Guaranty Agreement”).
Seller Guaranty. At the First Closing, HR shall execute and deliver the Seller Guaranty.
Seller Guaranty. Seller shall deliver or cause to be delivered the Seller Guaranty.
Seller Guaranty. (a) Seller Guarantor hereby guarantees, without any setoff or other deduction, the payment and performance when due of the Seller Guaranteed Obligations, without any limitation as to amount. Such guaranty is a continuing, absolute and unconditional guaranty and a guaranty of payment rather than collection. For purposes hereof, “Seller Guaranteed Obligations” means collectively all obligations, however evidenced, now existing or hereafter arising or accruing, direct or indirect, absolute or contingent, of Seller (or any successor of Seller or any transferee of all or substantially all of the assets of Seller) under this Agreement (including, but not limited to, the indemnification obligations set forth in this Agreement). Each portion of the Seller Guaranteed Obligations heretofore or hereafter paid or satisfied by any money that has been heretofore or is hereafter received, applied or retained by Purchaser and is later recovered from Purchaser as a result of any Claim (as defined below) shall be reinstated as Table Of Contents part of the Seller Guaranteed Obligations for purposes of this Agreement as of the date it originally arose or accrued.
Seller Guaranty. Seller Guarantor hereby unconditionally, absolutely and irrevocably guarantees, as a principal and not as a surety, to Distributor the prompt and full performance and payment of the Seller’s obligations, covenants, undertakings, and liabilities pursuant to this Agreement (collectively, the “Seller Obligations”), and Distributor hereby agrees and acknowledges that Seller Guarantor is a signatory to this Agreement solely for such purpose. This guaranty is an irrevocable guaranty of payment (and not just of collection) and shall continue in effect notwithstanding any extension or modification of the terms of this Agreement, any assumption of any such guaranteed obligation by any other party or any other act or event that might otherwise operate as legal or equitable discharge of Seller Guarantor under this Section 22. Subject to receiving five Business Days written notice from Distributor and an opportunity to cure, Seller Guarantor waives presentment, demand and any other notice with respect to any of the Seller Obligations and any defenses that Seller Guarantor may have with respect to any of the Seller Obligations other than as set forth in the immediately preceding sentence.