Sellers Guaranty. Seller’s Guaranty shall be in full force and effect.
Sellers Guaranty. (a) Seller Parent hereby unconditionally, absolutely, continuously and irrevocably guarantees, as a primary obligor and not as a surety, to Purchaser and any Purchaser Indemnified Person the due and punctual payment and performance by each Seller of all of its covenants, agreements, obligations and liabilities arising under or pursuant to this Agreement and the other Related Agreements (or any of them), whether direct or indirect, absolute or contingent, now or hereafter existing, or due or to become due (collectively, the “Sellers Liabilities”).
(b) Neither Purchaser nor any Purchaser Indemnified Person shall be required to prosecute collection or seek to enforce or resort to any remedies against any Seller or any other Person liable to Purchaser or any Purchaser Indemnified Person on account of Sellers Liabilities or any guaranty thereof. Sellers Liabilities shall in no way be impaired, affected, reduced or released by reason of (i) the failure or delay by Purchaser or any Purchaser Indemnified Person to do or take any of the actions or things described in this Agreement or the other Related Agreements, or (ii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets of any Seller or the marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors or readjustment of, or other similar proceedings or any other inability to pay or perform affecting, any Seller or any of its respective assets, or any allegation concerning, or contest of the legality or validity of, the indemnification obligations under this Agreement or any of the other Related Agreements.
Sellers Guaranty. Sellers hereby absolutely, unconditionally and irrevocably guarantee to Purchaser the full and prompt payment when due and performance of any and all other obligations of the Company and its Subsidiaries arising prior to the Closing under this Agreement. The liability of Sellers under this Section 12.10 shall be primary, direct and immediate and not conditional or contingent upon the pursuit of any remedies against the Company and its Subsidiaries or any other person. To the fullest extent permitted by law, Sellers hereby waive any defenses or other benefits that may be derived from or afforded by applicable Law limiting the liability of or exonerating guarantors or sureties, or which may conflict with this Section 12.10.
Sellers Guaranty. Sellers shall have obtained and delivered to Purchasers fully executed Sellers Guaranty in the form attached in Exhibit P;
Sellers Guaranty. 58 MEMBERSHIP INTEREST PURCHASE AGREEMENT This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this "AGREEMENT"), dated as of April 22, 2007, by and between W2007/ACEP HOLDINGS, LLC, a Delaware limited liability company ("BUYER"), and AMERICAN ENTERTAINMENT PROPERTIES CORP., a Delaware corporation ("SELLER"). Buyer and Seller are sometimes hereinafter collectively referred to as the "PARTIES," or, individually, as a "PARTY." Whitehall Street Global Real Estate Limited Partnership 2007, a Delaware limited partnership, and American Real Estate Partners, L.P., a Delaware limited partnership, are joining in this Agreement solely for the purposes stated in Sections 10.15 and 10.16, respectively.
Sellers Guaranty. Seller's payment obligations under Section 9.2 are hereby irrevocably and unconditionally guaranteed by American Real Estate Partners, L.P., a Delaware limited partnership ("SELLER'S GUARANTOR"). Seller's Guarantor is executing this Agreement to guarantee obligations of Seller from and after Closing. Seller's Guarantor acknowledges that it will benefit financially from the acquisition by Buyer of the Properties pursuant to the terms of this Agreement, that Buyer has informed Seller that Buyer will not enter into this Agreement without Seller's Guarantor's executing this Section 10.16, that Seller's Guarantor's executing of this Section 10.16 is a material inducement to Buyer's execution of, and performance of its obligations under this Agreement and that Buyer is relying on this Section 10.16 in entering into and performing its obligations under this Agreement. The provisions of this Section 10.16 shall survive the Closing and shall terminate in all respects upon the expiration of Seller's payment obligations under Section 9.
Sellers Guaranty. (a) In order to provide reasonable assurances to Xxxxxxxx that a Person or entity on behalf of Seller shall fulfill Seller's potential liability under this Article and otherwise under this Agreement, Seller shall provide to Xxxxxxxx on the same day the Seller provides a Notice to Bind, (i) a guaranty of Seller's performance and payment obligations under this Agreement from The AES Corporation ("AES"), in the form attached hereto as Appendix 5 and made a part hereof, in the amount of $[*] ("Guaranty Amount"), which Guaranty Amount shall reduce to $[*] on the Commercial Operation Date and shall remain in effect during the Term, or (ii) at any time at Seller's option, such financial security for the Guaranty Amount as specified in Section 18.2(b) hereof.
(b) If Seller secures payment of the Guaranty Amount through financial security other than the guaranty of AES, Seller shall provide to Xxxxxxxx security in the form of a single letter of credit, satisfactory to Xxxxxxxx in form and substance, upon which Xxxxxxxx
Sellers Guaranty. Purchaser shall have received the Seller’s Guaranty.
Sellers Guaranty. (a) Sellers’ Guarantor irrevocably and unconditionally guarantees the prompt, complete and punctual performance, compliance and payment of the obligations of any Seller under Section 2.3(b), Section 2.4, Article XI and Article XII of this Agreement. Sellers’ Guarantor further agrees that its obligations under the Agreement shall not be affected by any event, condition or circumstances whatsoever (with or without notice to, or knowledge of, Sellers, Sellers’ Representative or Sellers’ Guarantor) including without limitation any which constitutes, or might be construed to constitute, a legal or equitable discharge of the Sellers for their obligations under the Agreement or of Seller’ Guarantor of its guaranty hereunder. In furtherance of the foregoing and without limiting the generality thereof, Sellers’ Guarantor agrees that (i) its guaranty hereunder (this “Sellers’ Guaranty”) is a guaranty of payment and performance when due and not collectability; (ii) this Sellers’ Guaranty is a primary obligation of Sellers’ Guarantor and not merely a contract or surety; and (iii) payment or performance by Sellers’ Guarantor of a portion, but not all of the obligations under this Agreement shall in no way limit, affect, modify or abridge any liability of Sellers’ Guarantor for any portion of the obligations which have not been paid or performed.
(b) Sellers’ Guarantor waives all diligence, presentment, protest and demand, and also notice of dishonor, demand, protest and nonpayment. No failure by the Buyer or Buyer Guarantor to assert any right or pursue any remedy with respect to the Sellers or under this Seller Guaranty shall relieve Sellers’ Guarantor from its obligations hereunder; provided, however, that notwithstanding anything to the contrary herein, the obligation of the Sellers’ Guarantor under the Sellers’ Guaranty is subject to the Buyer or other Buyer Idemnitee first recovering any claim for a Loss or Losses or other amounts from the Escrow Account.
(c) Sellers’ Guarantor agrees that this Sellers’ Guaranty shall not be diminished or affected in any way, by any bankruptcy, reorganization, arrangement, liquidation or similar proceeding with respect to the Sellers or by dissolution of the Sellers. This Sellers’ Guaranty shall continue in full force and effect, notwithstanding any merger, consolidation, sale of assets or any other similar transaction by the Seller or Sellers’ Guarantor.
(d) Sellers’ Guarantor further agrees to pay all reasonable costs and expens...
Sellers Guaranty. Purchaser and the Company shall, with the assistance of Seller, at the consummation of the IPO have Seller released from his obligations under a certain guaranty in favor of Finova Capital Corporation. Pending said release, the Company shall enter into no additional corporate loan agreements, without the prior written consent of Seller.
