Xxxxxxx Guarantee. Xxxxxx guarantees to Anesta that Product Xxxxxx ------------------ delivers hereunder pursuant to this Agreement at the time of delivery shall not be adulterated or misbranded within the meaning of the Federal Food, Drug and Cosmetic Act, as amended, or within the meaning of any applicable state or municipal law in which the definitions of adulteration and misbranding are substantially the same as those contained in the Federal Food, Drug and Cosmetic Act, as such Act and such laws are constituted and effective at the time of delivery and will not be an article which may not under the provisions of Sections 404 and 505 of such Act be introduced into interstate commerce.
Xxxxxxx Guarantee. Abbott guarantees to Cubist that Product Abbott delivers to Cubist pursuant to this Agreement shall, at the time of delivery, not be adulterated or misbranded within the meaning of the Act, or within the meaning of any applicable state or municipal law in which the definitions of adulteration and misbranding are substantially the same as those contained in the Act, as the Act and such laws are constituted and effective at the time of delivery and will not be an article which may not under the provisions of Sections 404 and 505 of such Act be introduced into interstate commerce.
Xxxxxxx Guarantee. (a) Subject to the terms and conditions in this Limited Guarantee, Guarantor, intending to be legally bound, hereby absolutely, irrevocably and unconditionally guarantees to the Company, the due and punctual payment of all of Parent’s and Merger Sub’s obligations to make any payment of any kind under the terms of the Merger Agreement, in cash, if, as and when due and payable in accordance with the terms of the Merger Agreement (such obligations, subject to the limitations in the following provisos, the “Obligations” and each, an “Obligation”); provided, however, that, notwithstanding anything to the contrary set forth in this Limited Guarantee, but subject to Section 1(g), it is explicitly acknowledged and agreed that Guarantor’s aggregate liability with respect to all Obligations shall in no event exceed $1,000,000 (the “Maximum Amount”); provided, further, that if an Obligation is paid to the Company in accordance with the Merger Agreement, then upon payment of such Obligation to the Company in its entirety in cash in United States dollars, Guarantor’s guarantee of such Obligation shall be deemed satisfied in full with immediate effect (the Obligations, as qualified by the limitations set forth in this Limited Guarantee, the “Guaranteed Obligations”, and Guarantor’s guarantee to satisfy the Guaranteed Obligations, the “Guarantee”). All cash payments hereunder shall be made in lawful money of the United States and, to the extent required by the Merger Agreement, in immediately available funds. In no event shall Guarantor be obligated hereunder to make any payment other than in respect of the Guaranteed Obligations and any payment or reimbursement contemplated by Section 1(b), and under no circumstances shall the aggregate, cumulative amount February 6, 2024 of Guarantor’s liability under this Limited Guarantee (including, without limitation, all payments made and contingent liabilities to make future payments) ever exceed, with respect to the Guaranteed Obligations, the Maximum Amount, as may be reduced by the Reduction Amount (as defined below), and, with respect to any payment or reimbursement contemplated by Section 1(b), the Guarantee Enforcement Cap (as defined below) (it being understood that only amounts payable pursuant to Section 1(b) shall count towards the Guarantee Enforcement Cap). The Company acknowledges and agrees that (A) this Limited Guarantee may only be enforced up to the Maximum Amount and that this Limited Guarantee may not be enfo...
Xxxxxxx Guarantee. (1) Xxxxxxx, Xxxxxxx International and GG IOM (each, a "Xxxxxxx Guarantor") each hereby absolutely, unconditionally and irrevocably guarantee jointly and severally in favour of the Gold Fields Obligees the prompt payment and the prompt and complete observance and performance of all the terms, covenants, conditions and provisions to be observed or performed by each of the Purchaser Parties and their Affiliates pursuant to this Agreement and the Ancillary Agreements, including any obligations or liabilities of the Purchaser Parties and their Affiliates arising from any breach thereof (collectively, the "Xxxxxxx Guaranteed Obligations") and shall pay all amounts payable hereunder and thereunder to the Vendors and perform such terms, covenants, conditions and provisions upon the default or non-performance thereof by any other Purchaser Party or any such Affiliate. The foregoing agreement of each Xxxxxxx Guarantor is absolute, unconditional, present and continuing, constitutes a guarantee of payment and not of collection, and is in no way conditional or contingent upon any event, circumstance, action or omission which might in any way discharge a guarantor or surety in whole or in part.
(2) The Gold Fields Obligees shall not be bound to exhaust their recourse against the Purchaser Parties and their Affiliates, including any Xxxxxxx Guarantor, or any other persons or to realize on any security they may hold in respect of any of the Xxxxxxx Guaranteed Obligations before being entitled to payment or performance from each Xxxxxxx Guarantor under this Section 8.1.
(3) Each Vendor accepts the guarantees set forth in this Article 8 in favour of Xxxxx Holdings as agent and trustee of Xxxxx Holdings and may enforce such guarantees in favour of and on behalf of Xxxxx Holdings.
Xxxxxxx Guarantee. (a) Xxxxxxx hereby absolutely, unconditionally and irrevocably guarantees the prompt and complete observance and performance of all the terms, covenants, conditions and provisions to be observed or performed by the Purchasers pursuant to this Agreement (the “Xxxxxxx Guaranteed Obligations”) and shall perform such terms, covenants, conditions and provisions upon the default or non-performance thereof by the Purchasers. The foregoing agreement of Xxxxxxx is absolute, unconditional, present and continuing and is in no way conditional or contingent upon any event, circumstance, action or omission which might in any way discharge Xxxxxxx or surety in whole or in part.
(b) Xxxxxxx shall indemnify and save the Sellers and their respective directors, officers, employees and affiliates harmless from and against any and all Losses suffered or incurred by any of the foregoing persons that arise out of or relate to any failure of Xxxxxxx to timely and fully perform or cause to be performed all of the terms, covenants, conditions and provisions to be observed or performed by the Purchasers pursuant to this Agreement.
(c) Subject to the provisions of Section 10.1(d), Xxxxxxx shall not transfer or assign all or any part of its obligations set forth in this Section 10.1without the prior written consent of the Majority Seller.
(d) Xxxxxxx shall not consolidate, amalgamate with, or merge with or into, or transfer all or substantially all its assets to, or reorganize, reincorporate or reconstitute into or as another entity unless, at the time of such consolidation, amalgamation, merger, reorganization, reincorporation, reconstitution or transfer the resulting, surviving or transferee entity agrees to assume in favour of the Sellers all the obligations of Xxxxxxx under this Agreement or as a matter of law assumes in favour of the Sellers all of the obligations of Xxxxxxx under this Agreement.
(e) The provisions of this Section 10.1 shall survive the Closing with respect to all of the terms, covenants, conditions and provisions to be observed or performed by the Purchasers pursuant to this Agreement.
(f) The obligations of Xxxxxxx under this Section 10.1 are continuing, unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged, limited or otherwise affected by (and Xxxxxxx hereby consents to or waives, as applicable, to the fullest extent permitted by applicable law):
(i) any extension, other indulgence, renewal, settlem...
Xxxxxxx Guarantee. Xxxxxx’x Restaurants, Inc. agrees to make capital contributions to Xxxxxx’x at such times and in such amounts as will permit Xxxxxx’x to fulfill its obligations to make capital contributions to the Company, as set forth in Section 2.02.
Xxxxxxx Guarantee. Xxxxxxx hereby absolutely, unconditionally and irrevocably guarantees the full and timely payment and performance of X. Xxxxxxx Holdings, LLC of all provisions of this Agreement, and each other agreement or instrument contemplated hereby. Xxxxxxx hereby waives notice of the acceptance hereof, presentment, demand for payment, protest, notice of protest, or any and all notice of non-payment, non-performance or non-observance, or other proof, or notice or demand. Xxxxxxx waives any right to require Buyer to proceed against X. Xxxxxxx Holdings, LLC or pursue any other remedy in Buyer's power whatsoever. The obligation of Xxxxxxx hereunder will not be discharged (to the extent permitted by law) by: (i) any extension or renewal with respect to any obligation hereunder or under any agreement or instrument contemplated hereby; (ii) any modification, or amendment to, this Agreement or any other agreement or instrument contemplated hereby; (iii) any conservatorship, receivership, insolvency, bankruptcy, reorganization, arrangement, composition, liquidation, dissolution or similar proceedings with respect to X. Xxxxxxx Holdings, LLC; or (iv) any other occurrence whatsoever, except payment and performance in full of all obligations covered by this guarantee, without regard to any rejection or termination thereof by reason of any proceeding in bankruptcy or reorganization or the exercise of remedies thereunder. Xxxxxxx represents and warrants to Buyer that Xxxxxxx has the capacity to execute, deliver and perform this Agreement, and that this Agreement constitutes the valid and legally binding obligation of Xxxxxxx, enforceable in accordance with its terms and conditions, except as enforcement may be limited by general principles of equity and by bankruptcy, insolvency, moratorium and similar laws affecting creditors' rights and remedies generally, regardless of whether asserted in a proceeding in equity or at law.
Xxxxxxx Guarantee. Subject to the terms and conditions set forth in this Agreement, including Section 8.2, Xxxxxx X. Xxxxxxxx hereby irrevocably and unconditionally guarantees to Buyer, without right of set-off, the due and punctual performance of all of the obligations of the Sellers hereunder.
Xxxxxxx Guarantee. Section 8.1 X. Xxxxx la Guarante e
Xxxxxxx Guarantee. Xxxxx la Guarante e
