Seller Parent Guarantee. (a) Seller Parent hereby irrevocably, absolutely and unconditionally guarantees (x) the full and punctual payment of any amount or amounts due and payable by the Sellers under this Agreement, including those contained in Article 9, and under each Ancillary Agreement to which any Seller or any of their respective Affiliates is a party, and (y) the timely satisfaction and performance of all of the Sellers’ and their respective Affiliates’ covenants, agreements and obligations contained in this Agreement and each Ancillary Agreement to which any Seller or any of their Affiliates is a party, in each case, subject to the conditions hereunder and thereunder ((x) and (y), collectively, the “Obligations”). Upon any failure by any Seller or any of their respective Affiliates to pay punctually any such amount referred to in the foregoing clause (x), Seller Parent shall forthwith on written demand of Purchaser pay the amount not so paid; provided, however that any and all defenses or counterclaims available to the Sellers or their applicable Affiliates shall also be available to Seller Parent.
(b) Purchaser and any of its Affiliates that are party to any Ancillary Agreement shall not be obligated to file any claim relating to the Obligations in the event that the Sellers become subject to any insolvency, bankruptcy, reorganization or other similar proceeding affecting a Seller or any Affiliate of any Seller, and the failure of Purchaser or any of its Affiliates to so file shall not affect Seller Parent’s obligations hereunder. In the event that any payment to Purchaser or its Affiliates in respect of the Obligations is rescinded or must otherwise be returned for any reason whatsoever, Seller Parent shall remain liable hereunder with respect to the Obligations as if such payment had not been made. This is an unconditional guarantee of payment and not of collectibility.
(c) To the fullest extent permitted by Law, Seller Parent hereby expressly waives any and all rights or defenses arising by reason of any Law which would otherwise require any election of remedies by a Purchaser or its Affiliates. Seller Parent waives promptness, diligence, notice of the acceptance of the guarantee provided in this Section 10.2 and of the Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of the incurrence of any Obligations and all other notices of any kind, all defenses which may be available by virtue of any valuation, stay,...
Seller Parent Guarantee. Seller Parent unconditionally and irrevocably guarantees as a continuing obligation, the due and punctual payment and performance by Holdco and the Company of all of the covenants, agreements and other obligations of Holdco and the Company to Buyer set forth in this Agreement (the “Seller Obligations”), and if Holdco or the Company fails to pay any amount or perform any Seller Obligations when due in accordance with the terms and conditions of this Agreement, Seller Parent shall pay such amount to Buyer and perform such obligation forthwith upon receiving written demand therefor from Buyer. Seller Parent shall be liable under this guarantee as if it were a primary obligor and not merely as a surety. The guarantee hereunder shall be a continuing guarantee and shall remain in full force and effect until all Seller Obligations have been paid and performed in full. This guarantee is in addition to, and independent of, any lien, guarantee or other security or right or remedy now or at any time hereafter held by or available to Buyer. More than one demand may be made under this guarantee. Demands made from time to time under this guarantee may be enforced irrespective of whether any steps or proceedings are or will be taken against Buyer to recover the indebtedness claimed under this guarantee or whether any other guarantee or security to which Buyer may be entitled in respect thereof is or will be enforced.
Seller Parent Guarantee. The Seller Parent has executed this letter agreement where provided for below to confirm that the guarantee it has given under Section 11.17 of the AK Purchase Agreement remains in full force and effect in accordance with its terms.
Seller Parent Guarantee. Seller Parent unconditionally guarantees to Purchaser the due and punctual performance of the obligations of Seller under this Agreement and the transactions contemplated by this Agreement (the “Seller Guaranteed Obligations”). If, for any reason whatsoever, Seller shall fail, or be unable, to duly, punctually and fully pay or perform the Seller Guaranteed Obligations, Seller Parent will forthwith perform, or cause to be performed, the Seller Guaranteed Obligations.
Seller Parent Guarantee. Seller Parent hereby absolutely, unconditionally and irrevocably guarantees, as a direct obligation, in favor of Buyer the full and timely performance, observance and payment by Seller of each and every covenant, agreement, undertaking, representation, warranty, indemnity, liability and obligation of Seller contained in this Agreement. Seller Parent agrees that Buyer shall not have to proceed first against Seller before exercising its rights under or in respect of this guarantee against Seller Parent. The Parties have executed this Agreement as of the date first written above. Per: (signed) “Xxxxx Xxxxxxx” Name: Xxxxx Xxxxxxx Title: Manager Per: (signed) “Xxxx Xxxx” Name: Xxxx Xxxx Title: President
Seller Parent Guarantee. Seller Parent hereby fully guarantees the due, prompt and full performance, payment and discharge when due of all the covenants, obligations, agreements and undertakings of Seller under this Agreement.
Seller Parent Guarantee. Seller Parent hereby guarantees to Buyer the full, complete and punctual payment, performance and satisfaction when, as, if and to the extent due, of all of the obligations of Seller under this Agreement. The guarantee of Seller Parent under this Section shall be absolute, unconditional and irrevocable and shall continue and shall remain in full force and effect until all payment obligations of Seller under this Agreement shall have been fully performed and satisfied when, as, if and to the extent due. Seller Parent agrees that the provisions of this Section may be enforced by Buyer without the necessity at any time of resorting to or exhausting any other remedy against Seller.
Seller Parent Guarantee. 22.1 The Seller Parent as primary obligor (and not as a surety) unconditionally and irrevocably:
Seller Parent Guarantee. 62 ARTICLE X
Seller Parent Guarantee. Seller Parent hereby unconditionally and irrevocably guarantees to Buyer the full and punctual payment of each and every amount due by Seller and the performance of Seller’s obligations under this Agreement. This is an absolute, unconditional, present and continuing guarantee of performance and not of collection, and Seller Parent acknowledges and agrees that (i) this guarantee is full and unconditional, (ii) this guarantee shall be deemed a continuing guarantee and shall remain in full force and effect until the satisfaction in full of all payment and other obligations of Seller and (iii) no release or extinguishment of Seller’s obligations (other than in accordance with the terms of this Agreement), whether by decree in any bankruptcy proceeding or the winding-up, liquidation, dissolution, merger or other incapacity or other restructuring of Seller or any change in the status, control or ownership of Seller, shall affect the continuing validity and enforceability of this guarantee. Seller Parent hereby waives for the benefit of Buyer (A) any right to require Buyer, as a condition of payment or performance of Seller Parent, to proceed against Seller or pursue any other remedies whatsoever, and (B) to the fullest extent permitted by applicable Law, any defenses or benefits that may be derived from or afforded by applicable Law that limit the liability of or exonerate guarantors or sureties, except to the extent that any such defense is available to Seller.
