Seller Parent Guaranty. Seller shall concurrently with the execution and delivery of this Agreement, cause to be executed and delivered to Purchaser the Seller Parent Guaranty.
Seller Parent Guaranty. (a) Seller Parent fully, irrevocably and unconditionally guarantees to Purchaser, as a primary obligor and not merely as a surety, the full, complete and timely compliance with and performance of all agreements, covenants and obligations of Seller from time to time under this Agreement (the “Seller Obligations”; such guaranty, the “Seller Parent Guaranty”). The Seller Obligations shall include Seller’s obligation to satisfy all obligations of Seller arising in connection with this Agreement, in each case, when and to the extent that, any of the same shall become due and payable or performance of, or compliance with, any of the same shall be required. Seller Parent hereby acknowledges and agrees that the Seller Parent Guaranty constitutes an absolute, present, primary, continuing and unconditional guaranty of performance and not of collection only, and compliance by Seller of the Seller Obligations when required and otherwise due under this Agreement is in no way conditioned or contingent upon any attempt to enforce such performance, compliance or payment by a guaranteed party upon any other condition or contingency. Seller Parent hereby waives any right to require a proceeding first against Seller. The Seller Obligations shall not be subject to any reduction, limitation, impairment or termination for any reason (other than by indefeasible payment or performance in full of the Seller Obligations) and shall not be subject to any discharge of Seller from any of the Seller Obligations in a bankruptcy or similar proceeding (except by indefeasible payment or performance in full of the Seller Obligations). The Seller Parent Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any such obligation or liability is rescinded or must otherwise be restored by Purchaser or any of its Affiliates upon the bankruptcy or reorganization of Seller, any of its Subsidiaries or otherwise.
(b) Seller Parent represents and warrants that: (i) it is a corporation duly incorporated, validly existing and in good standing under the applicable Laws of the State of Delaware and has full corporate power and authority to execute and deliver this Agreement and each other Transaction Document to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, including the Seller Parent Guaranty; (ii) the execution and delivery by Seller Parent ...
Seller Parent Guaranty. The Seller Parent Guaranty, substantially in the form of Exhibit B, shall have been duly executed and delivered by Seller Parent to Purchaser.
Seller Parent Guaranty. From and after the Closing Date, Seller Parent irrevocably guarantees the full and punctual performance by Seller of its obligations pursuant to Section 7.3; provided, however, that Seller Parent’s maximum aggregate liability under this Section 9.16 shall under no circumstance exceed the maximum aggregate amount for which Seller is liable to Purchaser and its Affiliates (reduced by any amount already paid by Seller). Seller Parent agrees that its obligations hereunder shall be unconditional irrespective of any circumstances which might otherwise constitute a legal or equitable discharge of a surety or a guarantor, and further agrees that it shall not be necessary to institute or exhaust remedies or causes of action against Seller as a condition of the obligations of Seller Parent hereunder.
Seller Parent Guaranty. Concurrently with the execution of this Agreement, Sellers have delivered to Purchaser the limited guaranty (the “Seller Parent Guaranty”) of Endo Limited (“Seller Parent”), dated as of the date hereof. The Seller Parent Guaranty is in full force and effect and is a valid and binding obligation of Seller Parent, enforceable against Seller Parent in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. No event has occurred which, with or without notice, lapse of time or both, would constitute a default on the part of Seller Parent under the Seller Parent Guaranty.
Seller Parent Guaranty. Seller Parent hereby guarantees to Buyer the full, prompt and unconditional payment when due of all obligations of Seller to Buyer under this Agreement, including, without limitation, all indemnification obligations set forth in Article VIII. This guaranty is an absolute, unconditional, irrevocable and continuing guaranty of the full and punctual payment and performasnocbliegatioonsfundeSr tehislAlgreeemre’nt and not of their collectability only and is in no way conditioned upon any requirement that Buyer first attempt to collect any of the obligations under this Agreement from Seller or resort to any security or other means of obtaining their payment. Should Seller default in the payment or performance of any of the obligations under this Agreement, the obligations of Seller Parent as guarantor hereunder shall become immediately due and payable to Buyer, without demand or notice of any nature, all of which are expressly waived by Seller Parent.
Seller Parent Guaranty. Seller Parent absolutely, irrevocably and unconditionally guarantees each and every representation, warranty, covenant, agreement and obligation of Seller and the full and timely performance of its obligations under this Agreement. This is a guarantee of payment and performance, and not merely of collection, and Seller Parent acknowledges and agrees that this guarantee is absolute and unconditional, and no release or extinguishments of Seller’s obligations or liabilities (other than in accordance with the terms of this Agreement), whether by decree in any bankruptcy proceeding or otherwise, 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 by Seller Parent, 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; provided that, notwithstanding anything in this Section 12.19 to the contrary, Seller Parent shall not be deemed to have waived any defenses to the payment or performance of any guaranteed obligation under this Section 12.19 that are available to Seller or Seller Parent under the terms of this Agreement, all of which defenses (if any) shall be available to Seller Parent. Seller Parent understands that Buyer is relying on this guarantee in entering into this Agreement.
Seller Parent Guaranty. Seller Parent acknowledges and agrees that it will receive a material direct or indirect benefit from the transactions contemplated by this Agreement and, accordingly, Seller Parent hereby unconditionally and irrevocably guarantees Seller’s indemnification obligations under this Article 7.
Seller Parent Guaranty. A parent guaranty from Natural Resource Partners L.P. in substantially the same form attached hereto as Exhibit E; and
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