Shareholders Guarantee. The Shareholders hereby irrevocably and unconditionally guarantee the payment and performance of ICP Co’s obligations under this Agreement, including without limitation Section of this Agreement, and under and each of the other Business Cooperation Agreements. As security for such guarantee, the Shareholders hereby pledge all right, title and interest to the equity of ICP Co to WFOE to guarantee ICP Co’s payment and performance hereunder and under the other Business Cooperation Agreements. In the event ICP Co fails to fully pay the liquidated damages specified under Section , in addition to any rights and remedies available herein or under applicable laws, WFOE (or any its designee) may at its election take control of, transfer, auction or otherwise dispose of any or all of such pledged securities without prior consent of any party, subject to the restriction or prohibition under any applicable laws, in order to satisfy any outstanding obligations. For the avoidance of doubt, the Shareholders have each executed a separate Equity Pledge Agreement in the form attached as Appendix D, dated as of even date herewith.
Shareholders Guarantee. Shareholder covenants that it will guarantee the payment and performance of Seller's obligations under this Agreement.
Shareholders Guarantee. The Shareholder hereby guarantees to the Buyer full payment or the performance of the Seller in all respects. Pursuant to this Section 12, the Buyer is entitled immediately to deduct any sum due to the Buyer under this Agreement from the Hampshire Common Stock to be delivered to the Seller pursuant to Section 3(c) hereof; the vintage Common stock; dividends, bonus or salary payable to the Shareholder or from any other monies owed to the Shareholder without first seeking recourse against the Seller.
Shareholders Guarantee. The Shareholders hereby irrevocably and unconditionally guarantee the payment and performance of iASPEC’s obligations under Section 8 of this Agreement. As security for such guarantee, the Shareholders hereby pledge all right, title and interest to the equity of iASPEC to Bo Hai Wen as the guarantee for iASPEC for its performance of obligation hereunder. In the event iASPEC fails to fully pay the liquidated damages specified under Section 8 hereof, in addition to any rights and remedies available herein or under applicable laws, Bo Hai Wen (or any its designee) may at its election take control of, transfer, auction or otherwise dispose of any or all of such pledged securities without prior consent of any party, subject to the restriction or prohibition under any applicable laws, in order to satisfy any outstanding obligations.
Shareholders Guarantee. Each Shareholder hereby irrevocably guarantees to the Buyer, but solely to the extent of its Designated Percentage, the timely and complete performance and payment of all obligations of the Seller under this Agreement (the “Seller’s Obligations”), subject to any counterclaim, set off, reduction of an obligation or defense which Seller may have or assert against Buyer. This is a guarantee of payment and not of collectability. The guarantee under this Section 8.01 may be enforced by Buyer without an obligation to proceed against Seller or exhaust any other remedies which Buyer may have under the Transaction Documents. The guarantee under this Section 8.01 shall continue to be effective, or be reinstated, as the case may be, if at any time payment or performance, or any part thereof, of any of the Seller Obligations is rescinded or must otherwise be restored or returned by the Buyer upon insolvency, bankruptcy, dissolution, liquidation or reorganization of the Seller, or upon or as a result of the appointment of any receiver, intervenor or conservator of, or trustee or similar officer for the Seller, or any substantial part of the property of the Seller; or otherwise, as if such payments or performances had not been made. If at any time hereafter the Buyer employs counsel to pursue collection, to intervene, to xxx for enforcement of the terms hereof, or to file a petition, complaint, answer, motion or other pleading in any suit or proceeding related to the guarantee set forth in this Section 8.01, then each such event where the Buyer prevails, all of the reasonable attorneys’ fees, including extra-judicial fees and costs, related thereto shall be an additional liability of the Shareholders to the Buyer, in accordance with the terms of this Section 8.01. For greater certainty and notwithstanding any other provision, the parties hereto hereby acknowledge and confirm that the obligations and covenants of each Shareholder in this Agreement, are on a separate basis, and made with regard to itself only and limited to their respective Designated Percentage only.
Shareholders Guarantee. The Shareholders hereby jointly guarantee the compliance by Sellers of all their obligations hereunder with the same caps and limitations set forth in Article 12.11. The parties acknowledge that the logo of FAST is owned and registered in the name of Geico S.p.A. (and Geico S.p.A. has undertaken to let Gecofin apply for the renewal of the relevant registration) but has always been used by the FAST Operating Entities in force of a non-written intercompany free-of-charge license agreement. Sellers and Shareholders hereby undertake and guarantee in accordance with art. 1381 civil code to cause Geico S.p.A. and Gecofin to execute (with authenticated signature before notary public for purpose of registration at the relevant trademark offices) a 10-year free of charge license agreement in favor of the Company for the use of such logo by the Company and the other FAST Operating Entities with exclusivity on the products produced and traded by them, in the form attached hereto as Exhibit 14.11.
Shareholders Guarantee. The undersigned Shareholder hereby guarantees to Owner and becomes a surety for the performance of and compliance with all of Manager's agreements, covenants and obligations hereunder. Any claim or right of Owner for the failure to perform or comply with any of Manager's agreements, covenants or obligations hereunder may be directly enforced against Shareholder and upon or pursuing any without any notice of any kind and without first making any demand upon or pursuing any remedy against Manager. Without notice to or consent of Shareholder, Owner and Manager may modify or change the terms of this Agreement or any obligation of Manager, and may grant any extension, renewal or indulgence, release, compromise or settlement with respect thereto and none of the foregoing shall in any way 12 affect Shareholder's liability hereunder.
Shareholders Guarantee. Each of Xxxxxxxxxx Xxxxx, Xxxxx Xxxxx and Xxxxxxxx Xxxxx, hereby irrevocably and unconditionally guarantees, without need for any further express statement to such effect, to the Purchaser, pursuant to section 1936 ff. of the Italian civil code, the exact and timely performance of each obligation of the Seller under this agreement, including, but not limited to, any indemnity payment under this agreement, subject to all the limitations set forth in this agreement. The guarantee under this Article 6 shall not be satisfied, discharged or affected by an intermediate or partial payment by, or a change in the 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. Xxxxxxxxxx Xxxxx, Xxxxx Xxxxx and Xxxxxxxx Xxxxx shall cause the Seller not to commence any winding up process until the date on which any obligations concerning the Iran Business and outstanding as of the Closing Date are fully discharged by the Seller. Without prejudice to the above, if the Seller is wound up or cancelled from the Company’s Register for any reason whatsoever, Xxxxxxxxxx Xxxxx, Xxxxx Xxxxx and Xxxxxxxx Xxxxx hereby agree – pursuant to a direct indemnity obligation and also with respect to any outstanding claim – to indemnify and hold harmless the VRV Group and the Purchaser Group, in accordance with Section 14.1 mutatis mutandis for any Indemnifiable Liability or Liability as set forth therein, within the limitations set forth in Articles 14 and 20 mutatis mutandis, in lieu of the Seller.
Shareholders Guarantee. The Shareholders hereby agree that if at anytime during the first 120 days following the Closing the New PC does not generate a sufficient amount of cash flow to pay its debts, bills and obligations (collectively the “PC Obligations”) as such PC Obligations become due and the Surviving Corporation has insufficient cash flow to loan any such deficit to the PC to pay such PC Obligations then, in such event, the Shareholders agree to pay to the Surviving Corporation an amount up to but not in excess of $50,000 to cover such PC Obligations.
Shareholders Guarantee. The Shareholders hereby jointly guarantee the compliance by Sellers of all their obligations hereunder with the same caps and limitations set forth in Article 12.
