Seller Guaranty. Each of the Guarantors, jointly and severally, hereby absolutely, unconditionally and irrevocably guarantees, as principal obligor, and not merely as surety, to Buyer and its successors and permitted assigns, all indemnification obligations of the Sellers under Section 13.2(b) 13.2(d) (collectively, the "Seller Obligations"); provided that the foregoing guarantees shall not apply to any Seller Obligation resulting from a breach of the representations in Section 10.1 or arising pursuant to Section 13.2(d) to the extent (in either case) that the underlying Tax giving rise to such Obligation is a Tax attributable to the pre-Closing operations of a Retained Subsidiary; provided, further (for the avoidance of doubt), that the foregoing proviso shall not limit or diminish any guarantee of any Seller Obligation related to any Tax imposed in connection with the Distribution (regardless of whether such Tax is imposed on a Retained Subsidiary or another Person). The foregoing obligations of the Guarantors constitute a continuing guaranty of payment, and not of collection, and are and shall be absolute and unconditional under any and all circumstances, including without limitation, circumstances which might otherwise constitute a legal or equitable discharge of a surety or guarantor. The obligations of the Guarantors hereunder shall not be discharged, impaired or otherwise affected by the failure of any Indemnified Party to assert any claim or demand against the Sellers or to enforce any remedy hereunder. Notwithstanding the foregoing, (i) nothing in this Section 15.13 shall create any liabilities or obligations for the Guarantors to the extent the Sellers would not have liability or otherwise be responsible to any Indemnified Party hereunder and (ii) the Guarantors shall have the right to assert as a defense (including rights of set off and counterclaim) to any of their obligations hereunder any defense that would be available to them had they duly authorized and entered into the Seller Obligations directly. Each of the Guarantors hereby expressly agrees to the terms of Section 15.7 and Section 15.8 and acknowledges that such Sections personally bind such Guarantor.
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. 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. 11 Section 3.01.
Seller Guaranty. Each Individual Seller shall cause Holdco to do all things required by Holdco pursuant to this Agreement.
Seller Guaranty. Seller Guarantor hereby guarantees the full and prompt performance and payment when due of all obligations of Seller under Sections 9.2 and 10.1 (subject to all limitations in such Sections); provided, however, that such guarantee obligations shall terminate on the earlier of (i) the date that is three (3) years after the Closing Date and (ii) the date on which Buyer and its Affiliates cease to Control the Company.
Seller Guaranty. Seller Guarantor irrevocably guarantees payment by Seller of each of Seller’s payment obligations under the provisions of this Agreement. This is a guaranty of payment only, and not of performance of non‑payment obligations. Seller Guarantor acknowledges and agrees that this payment guaranty is full and unconditional, and no release or extinguishments of Seller’s Liabilities (other than in accordance with the terms of this Agreement), whether by decree in any bankruptcy proceeding or otherwise, will affect the continuing validity and enforceability of this payment guaranty. Seller Guarantor hereby waives, for the benefit of Purchaser, (a) any right to require Purchaser as a condition of payment of Seller Guarantor to proceed against Seller or pursue any other remedies whatsoever and (b) to the fullest extent permitted by Law, any defenses or benefits that may be derived from or afforded by Law that limit the liability of or exonerate guarantors or sureties, except to the extent that any such defense is available to
Seller Guaranty. Seller shall deliver or cause to be delivered the Seller Guaranty.
Seller Guaranty. Louisiana-Pacific Corporation, a Delaware corporation (“LP”) hereby unconditionally and irrevocably guarantees, as a principal obligor and not merely as surety, to the Purchaser Indemnified Persons and their successors and assigns, the full and timely performance and payment of the indemnification obligations of Greenstone Industries, Inc. set forth in Section 11.1(a) in accordance with (and subject to the limitations set forth in) Article 11 of this Agreement. Xxxxxxx Waste Systems Inc., a Delaware corporation (“Casella”) hereby unconditionally and irrevocably guarantees, as a principal obligor and not merely as surety, to the Purchaser Indemnified Persons and their successors and assigns, the full and timely performance and payment of the indemnification obligations of U.S. Fiber, LLC set forth in Section 11.1(a) in accordance with (and subject to the limitations set forth in) Article 11 of this Agreement. The foregoing obligations of LP and Casella constitute continuing guarantees of payment and performance, and not of collection, and, subject to the limitations set forth in Article 11, are and shall be absolute and unconditional under all circumstances, including circumstances that might otherwise constitute a legal or equitable discharge of a surety or guarantor. For purposes of clarity, in no event shall Xxxxxxx’x or LP’s obligations hereunder exceed, in the aggregate, the lesser of (x) the portions of the Adjusted Purchase Price received by the Seller that is an indirect subsidiary of such party, and (y) such Seller’s pro rata portion of such Losses (based on the percentage of the Adjusted Purchase Price received by such Seller pursuant to this Agreement).
