Seller’s Guarantor. 13.1 The Seller’s Guarantor irrevocably and unconditionally guarantees to the Buyer the due and punctual performance of each obligation of the Seller contained in the Agreement. The Seller’s Guarantor shall pay to the Buyer from time to time on demand a sum of money which the Seller is at any time liable to pay to the Buyer under or pursuant to the Agreement and which has not been paid at the time the demand is made. The Seller’s Guarantor’s obligations under this clause 13 are primary obligations and not those of a mere surety.
13.2 The Seller’s Guarantor irrevocably and unconditionally agrees to indemnify (and keep indemnified) the Buyer on demand against any loss, liability or cost incurred by the Buyer as a result of any obligation of the Seller referred to in clause 13.1 above being or becoming void, voidable or unenforceable as against the Seller for any reason whatsoever. The amount of the loss, liability or cost shall be equal to the amount which the Buyer would otherwise have been entitled to recover from the Seller.
13.3 The Seller’s Guarantor’s obligations under clauses 13.1 and 13.2 are continuing obligations and are not satisfied, discharged or affected by an intermediate payment or settlement of account by, or a change in the constitution or control of, or merger or consolidation with any other person of, or the insolvency of, or bankruptcy, winding up or analogous proceedings relating to, the Seller.
13.4 The Seller’s Guarantor’s liabilities under clauses 13.1 and 13.2 are not affected by an arrangement which the Buyer may make with the Seller or with another person which (but for this clause 13.4) might operate to diminish or discharge the liability of or otherwise provide a defence to a surety.
13.5 Without affecting the generality of clause 13.4, the Buyer may at any time as it thinks fit and without reference to the Seller’s Guarantor and without prejudice to the Seller’s Guarantor’s obligations under this clause 13:
13.5.1 grant a time for payment or grant another indulgence or agree to an amendment, variation, waiver or release in respect of an obligation of the Seller under the Agreement;
13.5.2 give up, deal with, vary, exchange or abstain from perfecting or enforcing other securities or guarantees held by the Buyer;
13.5.3 discharge a party to other securities or guarantees held by the Buyer and realise all or any of those securities or guarantees; and
13.5.4 compound with, accept compositions from and make other arrangements with t...
Seller’s Guarantor. (a) Guarantor: [Guarantor Name, if any]
(b) Guaranty Amount: [Dollar amount text] dollars ($[Number])
(c) Cross Default Amount: [$ , if any]
Seller’s Guarantor. The Seller’s Guarantor unconditionally and irrevocably guarantees to the Purchaser the punctual discharge by the Seller of its obligations under this Agreement (including its liabilities to pay damages, agreed or otherwise under this Agreement).
Seller’s Guarantor. Sellers’ Guarantor hereby unconditionally guarantees, as a primary obligor and not merely as a surety (codeudor solidario), the due and punctual payment and performance of Sellers’ payment of money obligations under this Agreement, including, without limitation, Sellers’ indemnification obligations, whether direct or indirect, liquidated, absolute, accrued, contingent or otherwise and whether due or to become due. The guarantee of Sellers’ Guarantor hereunder shall survive the Closing and shall remain in effect for so long as Sellers have any of such obligations outstanding. In addition, the Sellers’ Guarantor hereby agrees to remain economically and financially solvent with respect to or in connection with all covenants and obligations contained in this Agreement, for the purpose of fulfilling its indemnification obligations contained in this Agreement.
Seller’s Guarantor. KFH hereby irrevocably and unconditionally agrees to cause Seller to fully perform its obligations under this Agreement and the Reinsurance Agreements in a timely manner, and further irrevocably and unconditionally guarantees the full and timely performance of this Agreement and the Reinsurance Agreements by Seller in accordance with its terms. The foregoing guarantee includes a guarantee of the immediate payment when due of all amounts for which Seller may at any time be liable on account of this Agreement or the Reinsurance Agreements. Buyer may, at its option, proceed directly against KFH for the performance of any obligation of Seller hereunder or for any amounts which may be recoverable as a result of any misrepresentation, breach of warranty, breach of covenant or other cause of Seller's liability under this Agreement or the Reinsurance Agreements, without any requirement to proceed against Seller either prior to or concurrently with proceeding against KFH. KFH further agrees that its guarantee shall continue in effect notwithstanding any modification, extension, waiver or other change in or under this Agreement or the Reinsurance Agreements or any guaranteed obligation or any other act or thing which might otherwise operate as a legal or equitable discharge of a guarantor. KFH hereby waives all special suretyship defenses and notice requirements. Any claim under this Section shall be resolved in accordance with Section 13.
Seller’s Guarantor. Section 10.01 In consideration of the Buyers agreeing to purchase the Business from the Sellers on the terms set out in this Agreement, the Sellers’ Guarantor hereby irrevocably guarantees to the Buyers the due and punctual payment by the Sellers of any monies payable to the Buyers or a Buyer Indemnified Person under this Agreement. This guaranty is an absolute, irrevocable and continuing guaranty of payment and not a guaranty of collection. The Sellers’ Guarantor hereby expressly waives presentment, demand, notice of non-payment, protest and notice of protest and dishonor, and also notice of acceptance of this guaranty, acceptance on the part of the Buyers being conclusively presumed by the Sellers’ Guarantor. Except as set forth in Section 9.12(e), the Sellers’ Guarantor waives any right to require the Buyers to (i) proceed or enforce its rights against either Seller, or (ii) pursue any other right or remedy available to the Buyers.
Section 10.02 The Sellers’ Guarantor hereby represents and warrants to the Buyers as follows as of the date of the signing of this Agreement:
Seller’s Guarantor. The Seller’s Guarantor hereby guarantees by way of an independent promise of guaranty pursuant to sec. 311 para. 1 of the BGB (selbständiges Garantieversprechen im Sinne des § 311 Abs. 1 BGB) the proper fulfilment of all of the payment obligations of the Seller under or in connection with this Agreement.
Seller’s Guarantor. (a) Guarantor: An entity that may become a party to a Guaranty Agreement in accordance with Section 8.02(a).
(b) Guaranty Amount: Equal to the Performance Assurance Amount.
(c) Cross Default Amount: Three percent (3%) of Tangible Net Worth.
Seller’s Guarantor a. Until five years following the Closing Date, Seller's Guarantor agrees that it shall promptly notify Buyer if at any time Xxxxxx'x Guarantor learns that its consolidated shareholder capital (Eigenkapital) is less than twice the amount of the relevant aggregate maximum liability of Seller's indemnity obligations set forth in Section 10.5(c)(i) and (ii), as the case may be.
b. Without limiting the foregoing, Seller's Guarantor agrees that it shall not suffer or permit to occur any transaction involving the sale, distribution or other transfer of its assets if, after giving effect to transaction, the consolidated shareholder capital (Eigenkapital) of Seller's Guarantor would be less than the relevant minimum amount referred to in clause (a)(i) unless, prior to the effectiveness of any such transaction, Seller's Guarantor either, at its election (i) delivers to Buyer a first demand bank guarantee from a commercial bank and on terms reasonably acceptable to Buyer against which Buyer may draw to satisfy Relevant Claims hereunder, or (ii) procures that the person obtaining such assets (A) has a consolidated shareholder capital (Eigenkapital) of not less than the relevant minimum amount referred to in clause (a)(i) and (B) enters into an assumption agreement expressly assuming and agreeing to perform in accordance herewith all of Sellers' Guarantor's obligations hereunder.
Seller’s Guarantor. (a) Guarantor: Not applicable at this time.
