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be reinstated, as the case may be, if at any time payment, or any part thereof, of any such obligation or liability is rescinded or must otherwise be restored by Purchaser or any of its Affiliates upon the bankruptcy or reorganization of Seller, any of its Subsidiaries or otherwise.
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 performance of Seller’s obligations under this Agreement 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. (a) The Seller Parent irrevocably guarantees (“Seller Parent Guaranty”) each and every representation, warranty, covenant, agreement, responsibility, obligation, and liability of the Seller and the Property Owner and the full and timely performance of their respective responsibilities and obligations under this Agreement and each of the Ancillary Documents to which either or both the Seller and/or the Property Owner is a party. This is a guarantee of payment and performance, and not merely of collection, and the Seller Parent acknowledges and agrees that this guarantee is full and unconditional, and no release or extinguishment of the Seller’s or the Property Owner’s obligations or liabilities (other than in accordance with the terms of this Agreement or the relevant Ancillary Document, as applicable), whether by decree in any bankruptcy proceeding or otherwise, shall affect the continuing validity and enforceability of this guarantee. The Seller Parent hereby waives, for the benefit of the Buyer, (a) any right to require the Buyer, as a condition of payment or performance by the Seller Parent, to proceed against the Seller or the Property Owner 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. The Seller Parent understands that the Buyer is relying on this guarantee in entering into this Agreement.
Seller Parent Guaranty. (a) Seller Parent hereby irrevocably, absolutely and unconditionally guarantees, as primary obligor and not merely as surety, (i) the full and timely performance of all obligations of Seller that may arise under this Agreement and any other Transaction Documents and (ii) the full and timely payment of any amounts due and payable by Seller under the provisions of this Agreement after the Execution Date, when and as the same shall arise and become due and payable in accordance with the terms of and subject to the conditions contained in this Agreement (collectively, the “Seller Obligations”). The Seller Obligations are valid and in full force and effect and constitute the valid and binding obligation of Seller Parent, enforceable in accordance with this Section 6.8.
Seller Parent Guaranty. (a) Seller Parent hereby unconditionally and absolutely guarantees the due and punctual payment and performance by Seller of all of its obligations and liabilities arising under Section 9.2 of this Agreement, whether absolute or contingent, now or hereafter existing, or due or to become due (collectively, the "Seller Liabilities"). The guaranty provided by Seller Parent pursuant to this Section 12.1 constitutes a guaranty of payment and performance when due and not of collection, and Seller Parent specifically agrees that it shall not be necessary or required that any Purchaser Indemnified Person exercise any right, assert any claim or demand or enforce any remedy whatsoever against Seller or any other Person before or as a condition to the obligations of Seller Parent hereunder. The DIC Parties agree to provide Seller Parent with prompt notice of any breach or default with respect to any of the Seller Liabilities, provided that any failure by the DIC Parties to provide such notice shall in no way limit, waive, release, discharge or otherwise affect in any manner whatsoever the obligations of Seller Parent under this Section 12.1.
Seller Parent Guaranty. See 9.5.
