Seller’s Guarantee. 14.1 The Seller’s Guarantor unconditionally and irrevocably:
(a) guarantees to the Buyer the payment when due of all amounts payable by the Seller under or pursuant to this Agreement;
(b) undertakes to procure that the Seller will perform when due all its obligations under or pursuant to this Agreement;
(c) agrees that if and each time that the Seller fails to make any payment when it is due under or pursuant to this Agreement, the Seller’s Guarantor shall on demand (without requiring the Buyer or any Group Company first to take steps against the Seller or any other person) pay that amount to the Buyer as if it were the principal obligor in respect of that amount; and
(d) agrees as if it were the principal obligor to indemnify the Buyer against all losses and damages sustained by the Buyer or any Group Company flowing from any non-payment or default of any kind by the Seller under or pursuant to this Agreement.
14.2 The Seller’s Guarantor’s obligations under this clause will not be affected by:
(a) any time or indulgence granted to, or composition with, the Seller or any other person;
(b) any intermediate payment or settlement of account or by any change in the constitution or control of, or the insolvency of, or bankruptcy, winding-up or analogous proceedings relating to the Seller;
(c) the taking, variation, renewal or release of, or neglect to perfect or enforce this agreement, or any right, guarantee, remedy or security from or against the Seller or any other person;
(d) any variation or change to the terms of this agreement; or
(e) any unenforceability or invalidity of any obligation of the Seller, so that this Agreement shall be construed as if there were no such unenforceability or invalidity; provided, however, neither the Buyer nor any member of the Buyer’s Group shall have any greater rights against the Seller’s Guarantor than they have against the Seller under this Agreement.
14.3 Until all amounts which may be or become payable under this agreement have been irrevocably paid in full, the Seller’s Guarantor shall not as a result of this agreement or any payment or performance under this agreement be subrogated to any right or security of the Buyer or claim or prove in competition with the Buyer or any Group Company against the Seller or any other person or claim any right of contribution, set-off or indemnity.
14.4 The Seller’s Guarantor will not take or hold any security from the Seller in respect of this Agreement and any such security which i...
Seller’s Guarantee. 27.1 In consideration of the Purchasers entering this Agreement, the Sellers’ Parent, as primary obligor and not merely as surety, unconditionally and irrevocably guarantees to the Purchasers the proper and punctual performance of the obligations of the Sellers under this Agreement and the Transaction Documents, including the due and punctual payment of any sum which the Sellers (or any of them) are liable to pay (the Sellers’ Guaranteed Obligations) without condition, set off or counterclaim.
27.2 The liability of the Sellers’ Parent in respect of the Sellers’ Guaranteed Obligations shall not be affected by any act or omission or other circumstances which but for this clause might operate to impair, release or discharge such obligations, including (without limitation):
(a) an extension of time for performance by the Sellers (or any of them) of their obligations under this Agreement or the Transaction Documents or any other amendment, waiver or release;
(b) a defect in the Sellers’ Guaranteed Obligations such as to make them void, voidable or unenforceable against the Sellers (or any of them);
(c) the change in constitution or control of the Sellers (or any of them);
(d) the dissolution or the ceasing to exist (whether or not capable of reinstatement or reconstitution) of any Seller; or
(e) the occurrence of an Insolvency Event in relation to any Seller.
27.3 This guarantee is a continuing guarantee and shall remain in force until all of the Sellers’ Guaranteed Obligations have been satisfied in full and, until the Sellers’ Guaranteed Obligations have been so satisfied, the Sellers’ Parent shall have no rights of subrogation or indemnity and shall not claim in competition with the Purchasers against the Sellers.
Seller’s Guarantee. 9.1 In consideration of the Purchaser entering into this Agreement, the Seller’s Guarantor unconditionally and irrevocably guarantees to the Purchaser as a continuing obligation that the Seller will comply properly and punctually with its obligations under this Agreement and each Transaction Document.
9.2 The Seller’s Guarantor’s liability under clause 9.1 shall not be discharged or impaired by:
(a) any amendment, variation or assignment of this Agreement or any Transaction Document or any waiver of its or their terms;
(b) any release of, or granting of time or other indulgence to, the Seller or any third party;
(c) any winding up, dissolution, reconstruction, legal limitation, incapacity or lack of corporate power or authority or other circumstances affecting the Seller (or any act taken by the Purchaser in relation to any such event); or
(d) any other act, event, neglect or omission (whether or not known to any Party) which would or might (but for this clause 9.2) operate to impair or discharge the Seller’s Guarantor’s liability or afford the Seller’s Guarantor or the Seller any legal or equitable defence.
Seller’s Guarantee. The Seller’s Guarantor hereby covenants to the Buyer in the terms of the Seller’s Guarantee in clause 19 of the Main SPA mutatis mutandis.
Seller’s Guarantee. The Products sold by Seller to Buyer are hereby guaranteed as of the date of such shipment or delivery to: (1) not be adulterated or misbranded within the meaning of the Federal Food, Drug and Cosmetic Act (the "Act"), (b) not be an article which cannot be introduced into interstate commerce under the Act, and (c) be in compliance with all applicable federal, state and local laws and regulations whether now or hereafter enacted. This Guaranty is continuing and shall be in full force and effect, and shall be binding upon Seller, with respect to each and every Product shipped or delivered to Buyer.
Seller’s Guarantee. 1. The Seller declares that it is the owner of the delivered goods and that there are no material or legal defects.
Seller’s Guarantee. (a) In consideration of Buyer agreeing to purchase the Shares and the Associated Contracts on the terms set out in this Agreement, the Guarantor hereby unconditionally and irrevocably guarantees to Buyer the due and punctual performance and observance by the Sellers of all of their obligations, commitments and undertakings under this Agreement.
(b) Any payment to be made by the Guarantor under this Article IX shall be made in full without any set off, restriction, condition or deduction for or on account of any counterclaim including, without limitation, any set-off, restriction, condition or deduction for or on account of any claim or prospective claim under any provision of this Agreement.
Seller’s Guarantee. 18 10 Post-Completion matters. . . . . . . . . . . . . . . . . . . . . . .
Seller’s Guarantee. 19 13. Announcements .......................................................................................................... 20 14. Confidentiality .............................................................................................................. 20 15. Post-Completion Undertakings ................................................................................... 21 16. Miscellaneous ............................................................................................................. 21 17.
Seller’s Guarantee. 26.1 The Seller unconditionally and irrevocably guarantees to the Purchaser and the Designated Purchasers the due and punctual performance and observance by the Seller and each of the Designated Sellers of all of their respective obligations (including any liabilities to pay damages arising out of or in connection with this Agreement) under or pursuant to the Transaction Documents (the Seller Guaranteed Obligations) and hereby agrees to indemnify the Purchaser and the Designated Purchasers in respect of the full amount of any sum payable (including any liability to pay damages) by the Seller and each Designated Seller under or pursuant to the Transaction Documents.
