Sellers Guaranties Sample Clauses

Sellers Guaranties. Schedule 5.8 sets forth a complete and accurate list of all of the Company’s obligations that Sellers have guarantied or for which Sellers are otherwise personally liable (the “Seller Guaranties”).
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Sellers Guaranties. Each party hereto shall use reasonable best efforts to ensure that, effective as of the Closing, each Seller is removed as a personal guarantor of any post-Closing obligations of the Company under any guaranties executed by any Seller in favor of the Company including, without limitation, those items set forth in Exhibit G (collectively, the “Sellers’ Guaranties”). In the event that Buyer and Seller are unable to remove Sellers from any Sellers’ Guaranties prior to the Closing Date, Buyer and Sellers agree to use reasonable best efforts to remove Sellers from any ongoing Sellers’ Guaranties as promptly as possible. As set forth in Section 8.03(c), Buyer will indemnify Sellers for any liability of Sellers relating to post-Closing obligations of the Company arising under such Sellers’ Guaranties.
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Sellers Guaranties. Except as specifically set forth in the disclosure letter delivered to the Purchaser by the Seller prior to entering into this Agreement and attached hereto as Annex 6 (the “Disclosure Letter”) and except for the Purchaser’s knowledge, the Seller hereby guarantees to the Purchaser subject to the requirements and limitations provided in Section 7 hereof or otherwise in this Agreement by way of an independent promise of guaranty in accordance with section 311 Para. 1 of the German Civil Code (Bürgerliches Gesetzbuch) (selbständiges Garantieversprechen i.S.d. § 311 Abs. 1 BGB) (herein referred to as the “Guaranties”) that the statements set forth herein are true, complete and accurate as of the date of this Agreement and as of the Closing Date, it being understood that such statements shall not constitute a quality guaranty concerning the object of the purchase within the meaning of sections 443, 444 of the German Civil Code (Garantie für die Beschaffenheit der Sache):
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Sellers Guaranties. The Sellers hereby, as partial debtors (Teilschuldner) according to the percentage set forth on Annex 5.1, guarantee to the Purchaser by way of an independent promise of guaranty pursuant to Sec. 311 Para. 1 of the German Civil Code (selbständiges Garantieversprechen im Sinne des § 311 Abs. 1 BGB) within the scope of, and subject to the requirements and limitations provided in Section 4 or otherwise in this Agreement, including the disclosure schedules (which will be arranged in Annexes, schedules and sections corresponding to the lettered and numbered sections contained in this Section 4) that the statements set forth in this Section 4 are true, correct and complete as of the Closing Date. The Sellers and the Purchaser agree and explicitly confirm that the guaranties in this Section 4 are not granted, and shall not be qualified and construed as, quality guaranties concerning the object of the purchase (Garantien für die Beschaffenheit der Sache) within the meaning of Sec. 443, 444 of the German Civil Code, respectively, that Sec. 444 of the German Civil Code shall not and does not apply to the guaranties contained in this Section 4. For the purpose of this Agreement the Sellers shall be deemed to have “Sellers’ Knowledge” of a particular fact or other matter if (i) there exists the actual knowledge (positive Kenntnis) of any of Seller 1, Seller 2, Seller 3 or Xx. Xxxxxxx of such particular fact or other matter as of the relevant date or (ii) any of Seller 1, Seller 2, Seller 3 or Xx. Xxxxxxx could have had knowledge of such fact or other matter after due inquiry in accordance with their duties as a prudent businessman pursuant to Sec. 43 Para. 1 German Limited Liability Companies Act.
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Sellers Guaranties 
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Related to Sellers Guaranties

  • Guaranties Guarantee or become liable in any way as surety, endorser (other than as endorser of negotiable instruments for deposit or collection in the ordinary course of business), accommodation endorser or otherwise for, nor pledge or hypothecate any assets of Borrower as security for, any liabilities or obligations of any other person or entity, except any of the foregoing in favor of Bank.

  • The Guaranties Subject to the provisions of this Article, each Guarantor hereby irrevocably and unconditionally guarantees, jointly and severally, on an unsecured basis, the full and punctual payment (whether at Stated Maturity, upon redemption, purchase pursuant to an Offer to Purchase or acceleration, or otherwise) of the principal of, premium, if any, and interest on, and all other amounts payable under, each Note, and the full and punctual payment of all other amounts payable by the Company under the Indenture. Upon failure by the Company to pay punctually any such amount, each Guarantor shall forthwith on demand pay the amount not so paid at the place and in the manner specified in the Indenture.

  • Guaranty Agreements Any Guaranty Agreement or any provision thereof shall for any reason cease to be in full force and effect or valid and binding on or enforceable against any Credit Party or a Credit Party shall so state in writing or bring an action to limit its obligations or liabilities thereunder; or any Credit Party shall fail to perform any of its obligations thereunder; or

  • Collateral Documents and Guaranties Each Lender (which term shall include, for purposes of this Section 8.6, any Hedge Agreement Counterparty) hereby further authorizes Administrative Agent, on behalf of and for the benefit of Lenders, to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders under each Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and the Guaranties; provided that Administrative Agent shall not (a) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Guaranties or (b) release any Collateral (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant to Section 9.6, all Lenders); provided further, however, that, without further written consent or authorization from Lenders, Administrative Agent may execute any documents or instruments necessary to (i) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement or to which Requisite Lenders have otherwise consented, (ii) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Capital Stock of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of Company) pursuant to a sale or other disposition permitted hereunder or to which Requisite Lenders have otherwise consented or (iii) subordinate the Liens of Administrative Agent, on behalf of Secured Parties, to any Liens permitted by clause (v) of Section 6.2(a); provided that, in the case of a sale or other disposition of such item of Collateral or stock referred to in subdivision (i) or (ii), the requirements of Section 9.14 are satisfied. Anything contained in any of the Loan Documents to the contrary notwithstanding, (A) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce any Guaranty, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Guaranties may be exercised solely by Administrative Agent for the benefit of Lenders in accordance with the terms thereof and (B) in the event of a foreclosure by Administrative Agent on any of the Collateral pursuant to a public or private sale, Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Administrative Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by Administrative Agent at such sale.

  • Indebtedness and Guaranties Incur any indebtedness for borrowed money other than in the ordinary course of business consistent with past practice with a term not in excess of one year; or incur, assume or become subject to, whether directly or by way of any guarantee or otherwise, any obligations or liabilities (absolute, accrued, contingent or otherwise) of any other person or entity, other than the issuance of letters of credit in the ordinary course of business and in accordance with the restrictions set forth in Section 5.2(r).

  • Seller Obligations In connection with any offering under any Registration Statement under this Agreement:

  • Subsidiary Guaranties SECTION 11.01.

  • Investments and Guaranties As of the Agreement Date, no Borrower Party or any Subsidiary of a Borrower Party owns any Equity Interests of any Person except as disclosed on Schedules 5.1(c)-1 and 5.1(c)-2, or has outstanding loans or advances to, or guaranties of the obligations of, any Person, except as reflected in the financial statements referred to in Section 5.1(k) or disclosed on Schedule 5.1(m).

  • Indemnity Agreements Simultaneously with any person becoming a Designated Director, the Company shall execute and deliver to each such Designated Director an Indemnity Agreement dated the date such Designated Director becomes a director of the Company.

  • ACQUISITIONS AND GUARANTIES (a) Loan, invest in or advance money or assets, (b) purchase, create or acquire any interest in any other enterprise or entity, or (c) incur any obligation as surety or guarantor other than in the ordinary course of business.

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