Xxxxxxxx guarantee. A.4.3.1. The Service Provider guarantees that it has taken into account Purchaser's security needs, in particular as set out in the Contract.
A.4.3.2. The Supplier undertakes to take in charge of all difficulties, including any third party claim, related to security, whether it concerns data protection, data confidentiality and/or the integrity of results of processing or the physical security or software of the IT Services.
Xxxxxxxx guarantee. A.4.3.1. TheSupplierguaranteesthatithastakenintoaccountPurchaser'ssecurityneeds, in particular as set out in the Contract.
A.4.3.2. The Supplier undertakes to take in charge of all difficulties, including any third party claim, related to security, whether it concerns data protection, data confidentiality and/or the integrity of results of processing or the physical security or software of the IT Services.
Xxxxxxxx guarantee. The Service Provider guarantees that it has taken into account Purchaser's security needs, in particular as set out in the Contract.
Xxxxxxxx guarantee. Subcontractor shall warrant and guarantee its work for a period of at least one year from the date of acceptance of the project by Owner, unless the Subcontract Documents provide for a longer period, to be free from defects in materials and workmanship. If during the period covered by the warranty any such defect is alleged by Owner or his agent, Subcontractor shall cure said defect at no cost to BP or Owner. Such warranty and guarantee shall not extend to ordinary wear and tear, damage caused by improper use or Acts of God. In the event Subcontractor fails to commence repairs required hereunder within 10 days, and diligently prosecute them to completion, any such repairs may be performed by others and it shall be Subcontractor’s responsibility to reimburse Owner and/or BP for the costs of such repairs. Subcontractor shall execute a written “Warranty” as provided in the Subcontract Documents prior to receiving final payment.
Xxxxxxxx guarantee. (A) In consideration of the Purchaser entering into this Agreement, the Xxxxxxxx Guarantor hereby unconditionally and irrevocably guarantees to the Purchaser the full, due and punctual performance and observation by the Seller of all its obligations under the terms of this Agreement, the Tax Covenant and the Environmental Indemnity. In the event of any matter as aforesaid, the Xxxxxxxx Guarantor shall be liable for the obligations of the Seller arising hereunder as if it were a primary obligor.
(B) The Xxxxxxxx Guarantor shall from time to time pay to the Purchaser on demand any sum of money which the Seller shall at any time be liable to pay to the Purchaser under or pursuant to the terms of this Agreement, the Tax Covenant or the Environmental Indemnity and which has not been paid when due.
(C) The obligations of the Xxxxxxxx Guarantor under this Clause 13:
(i) shall be continuing obligations and shall not be satisfied, discharged or affected by any intermediate payment or settlement of account or any change in the constitution or control of, or the insolvency of, or any liquidation, winding up or analogous proceedings relating to, the Seller or any change in the terms, conditions and undertakings on the part of the Seller contained in this Agreement, the Tax Covenant or the Environmental Indemnity; and
(ii) shall not be discharged, prejudiced, lessened, affected or impaired by any act, omission or circumstance whatsoever which but for this provision might operate to release or exonerate the Xxxxxxxx Guarantor from all or any part of such obligations or in any way discharge, prejudice, lessen, affect or impair the same.
(D) All sums payable by the Xxxxxxxx Guarantor under this Clause shall be paid free and clear of all deductions or withholdings whatsoever, save only as may be required by law.
(E) If any deductions or withholdings are required by law to be made from any of the sums payable as mentioned in sub-clause (D), the Xxxxxxxx Guarantor shall be obliged to pay to the Purchaser such sum as will, after such deduction or withholding has been made, leave the Purchaser with the same amount as it would have been entitled to receive in the absence of any such requirement to make such deduction or withholding.
(F) If any sum payable by the Xxxxxxxx Guarantor under this Clause shall be subject to a liability to Taxation in the hands of the Purchaser, the Xxxxxxxx Guarantor shall be under the same obligation to make an increased payment in relation to that ...
Xxxxxxxx guarantee. AGREEMENT AND PLAN OF MERGER, dated as of June 16, 2008 (this “Agreement”), among XXXXXXXX HOLDINGS, INC., a Delaware corporation (“Parent”), XXXXXXXX ACQUISITION CO., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Xxxxxx X. Xxxxxxxx (“Xxxxxxxx”) solely for purposes of Sections 7.10, 9.03(b) and Article X hereof, and XXXXXX’X RESTAURANTS, INC., a Delaware corporation (the “Company”).
Xxxxxxxx guarantee. As a material inducement to Buyer to enter into this Agreement, Xxxxxxxx hereby guarantees to Buyer the full and prompt performance of all of the obligations and undertakings of FC under this Agreement prior to and after Closing, including, without limitation, the accuracy of the representations and warranties in Section V and the performance of FC’s pre and post-Closing covenants hereunder.
(a) Xxxxxxxx’x obligations hereunder constitute the legal and valid obligations of Xxxxxxxx and are unconditional irrespective of (i) the absence of any attempt by or on behalf of Buyer to enforce its rights under this Agreement against FC or any other Selling Party, (ii) any bankruptcy, insolvency, receivership or similar law of any jurisdiction or any proceeding or condition hereunder or with respect thereto or (iii) any other occurrence or circumstance whatsoever, whether similar or dissimilar to the foregoing, that might otherwise constitute a legal or equitable defense or discharge of the Liabilities of Xxxxxxxx or that might otherwise limit recourse against Xxxxxxxx except to the extent any defense which FC may have had is available to Xxxxxxxx. Notwithstanding the foregoing, (1) any failure of a condition contained in this Agreement or of the Buyer to comply with the Agreement (whether such breach results from Fraud, intentional misrepresentation or otherwise) which would relieve FC of its obligations under the Agreement shall likewise relieve Xxxxxxxx of his obligations hereunder; and (2) Xxxxxxxx shall be entitled to the benefit of any defenses, limitations, caps or disclaimers of damages that may be available to FC under this Agreement.
(b) The obligations of Xxxxxxxx hereunder shall continue in full force and effect in the event that the Closing does not occur; provided, however, that such obligations shall automatically terminate to the extent FC is finally relieved of its obligations hereunder.
Xxxxxxxx guarantee. Xxxxxxxx hereby unconditionally and irrevocably guarantees to the Buyer the due and punctual observance, payment, performance and discharge of the covenants, representations, warranties, indemnification obligations and payment obligations of RS Seller under this Agreement, as they may be amended, changed, replaced or otherwise modified from time to time, and undertakes to perform all such obligations to the extent that any RS Seller fails to do so (the “Xxxxxxxx Guaranteed Obligations”). Without limiting the generality of the foregoing, Xxxxxxxx unconditionally and irrevocably guarantees, covenants and agrees to be jointly and severally liable with RS Seller for the due and punctual performance of each of the Xxxxxxxx Guaranteed Obligations. If RS Seller fails to perform or pay when due any Xxxxxxxx Guaranteed Obligation as and when provided for in the Agreement, then, without the necessity or the requirement for Buyer to pursue or exhaust its recourse against RS Seller, Xxxxxxxx will perform or pay or cause to be performed paid such Xxxxxxxx Guaranteed Obligations promptly upon demand. Xxxxxxxx acknowledges that the benefit of the guarantee contained in this Section 12.09 is for the exclusive benefit of the Buyer in its sole and absolute discretion may claim under this guarantee or decline to claim under this guarantee with respect to the Xxxxxxxx Guaranteed Obligations. Sholanki’s obligations under this Section 12.09 shall be binding on Xxxxxxxx’s heirs, successors and assigns.
Xxxxxxxx guarantee. Seller guarantees on behalf of itself and all its Suppliers, agents, affiliates, employees and representatives that its business and the business of its Suppliers, agents, affiliates and representatives, with respect to producing the Product, shall be and are in compliance with all United States Federal, state and local laws, regulations, ordinances and guidelines applicable to the operation of such business, including but not limited to wage and labor requirements, permits, licenses, and facility registration under the FD&C Act as amended by the Bioterrorism Act, as appropriate. With regard to the work force, Seller agrees to comply with all applicable United States Federal, state, local, and provincial employment/labor laws, regulations, ordinances, and policies (collectively “requirements”), including but not limited to requirements pertaining to minimum age, minimum wage, maximum hours per day and per week, frequency and length of breaks, bathroom facilities, and benefits beyond hourly compensation. Seller shall inform MARKON promptly in writing of any investigation, finding, or sanction by any government authority regarding the condition of Seller’s produce or facilities or the produce or facilities of Seller’s Suppliers, agents, employees, affiliates or representatives that may present a health risk or violate the Business or Product Guarantees under this Agreement. MARKON shall be permitted to inspect such facilities during regular business hours, on 24-hour notice.
Xxxxxxxx guarantee. Borrower's Obligations shall --------------------- be secured by the X. Xxxxxxxx Guarantee. The
