LIMITED GUARANTEELimited Guarantee • May 5th, 2020 • New York
LIMITED GUARANTEE, dated as of July 30, 2014 (this “Limited Guarantee”), by Valuetrue Investments Limited, a British Virgin Islands company (the “Guarantor”), in favor of Le Gaga Holdings Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (the “Guaranteed Party”).
LIMITED GUARANTEELimited Guarantee • December 28th, 2015 • Zhou Hongyi • Services-computer programming services • New York
This Limited Guarantee, dated as of December 18, 2015 (this "Limited Guarantee"), is made by Jiaxingyingfei Investment Center (Limited Partnership) (嘉兴英飞投资中心 (有限合伙)), a limited partnership formed under the laws of the People’s Republic of China (including its successors and permitted assigns, the "Guarantor"), in favor of Qihoo 360 Technology Co. Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the "Guaranteed Party"). Reference is hereby made to the Agreement and Plan of Merger, dated as of the date hereof (as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the "Merger Agreement"), by and among, Tianjin Qixin Zhicheng Technology Co., Ltd. (天津奇信志成科技有限公司), a limited liability company incorporated under the laws of the People's Republic of China ("Holdco"), Tianjin Qixin Tongda Technology Co., Ltd. (天津奇信通达科技有限公司), a limited liability company incorporated under the laws
LIMITED GUARANTEELimited Guarantee • January 8th, 2016 • Chen Xiangyu • Services-prepackaged software • New York
This Limited Guarantee, dated as of December 31, 2015 (this “Limited Guarantee”), is made by LT Prosperity (Tianjin) Asset Management Co., Ltd. , a limited liability company incorporated under the laws of the People’s Republic of China (including its successors and assigns, this “Guarantor”), in favor of iDreamSky Technology Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Guaranteed Party”). Reference is hereby made to the Agreement and Plan of Merger, dated as of the date hereof (as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”), by and among Dream Investment Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), Dream Merger Sub Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands that is a subsidiary of Parent (“Mer
LIMITED GUARANTEELimited Guarantee • November 27th, 2023 • Genetron Holdings LTD • Services-medical laboratories • New York
This Limited Guarantee (this “Limited Guarantee”), dated as of October 11, 2023, is made by Surrich International Company Limited, a company incorporated under the laws of the Hong Kong SAR (the “Guarantor”), in favor of Genetron Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Guaranteed Party”). Unless otherwise indicated, capitalized terms used but not defined in this Limited Guarantee shall have the meanings assigned to them in the Merger Agreement (as defined below).
EXHIBIT 7.12 ------------ LIMITED GUARANTEE Limited Guarantee, dated as of March 18, 2007 (this "Limited Guarantee"), by The Woodbridge Company Limited (the "Guarantor"), in favor of EGL, Inc. (the "Guaranteed Party"). 1. LIMITED GUARANTEE. To induce...Limited Guarantee • March 20th, 2007 • Crane James R • Arrangement of transportation of freight & cargo • New York
LIMITED GUARANTEELimited Guarantee • October 5th, 2021 • New Frontier Health Corp • Services-hospitals • New York
This LIMITED GUARANTEE (this “Limited Guarantee”), dated as of August 4, 2021, is made by Aspex Master Fund (each a “Guarantor,” and collectively, the “Guarantors”) in favor of New Frontier Health Corporation, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Guaranteed Party”). Each capitalized term used and not defined herein shall have the meaning ascribed to it in the Merger Agreement, except as otherwise provided herein.
EX-99.3 4 d122105dex993.htm EX-99.3 Execution Version LIMITED GUARANTEELimited Guarantee • May 5th, 2020 • New York
LIMITED GUARANTEE, dated as of February 2, 2016 (this “Limited Guarantee”), by Mr. Chuanwei Zhang (the “Guarantor”) in favor of China Ming Yang Wind Power Group Limited (the “Guaranteed Party”).
Limited GuaranteeLimited Guarantee • March 16th, 2020 • Ares Management LLC • Telephone communications (no radiotelephone) • Delaware
This Limited Guarantee, dated as of March 5, 2020 (this “Limited Guarantee”), by Ares Special Situations Fund IV, L.P., a Delaware limited partnership (the “Guarantor”), is entered into in favor of Cincinnati Bell Inc., an Ohio corporation (in its capacity as the guaranteed party under this Limited Guarantee, the “Guaranteed Party”). Pursuant to the Agreement and Plan of Merger, dated as of March 13, 2020 (as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”), by and among the Guaranteed Party (in its capacity as Company under the Merger Agreement, the “Company”), Red Fiber Parent LLC, a Delaware limited liability company (“Parent”), and RF Merger Sub Inc., an Ohio corporation (“Merger Sub”), the Merger Sub shall be merged with and into the Company. The Merger Agreement provides that the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parent. Capitalized terms used in this
LIMITED GUARANTEELimited Guarantee • November 27th, 2023 • Huang Jianjun • Services-prepackaged software • New York
This Limited Guarantee (this “Limited Guarantee”), dated as of November 24, 2023, is made by Rise Chain Investment Limited, a company incorporated under the Laws of the British Virgin Islands (the “Guarantor”) and wholly owned by Mr. Huang Jianjun, in favor of iClick Interactive Asia Group Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (the “Guaranteed Party”). Unless otherwise indicated, capitalized terms used but not defined in this Limited Guarantee shall have the meanings assigned to them in the Merger Agreement (as defined below). This Limited Guarantee is being delivered to the Guaranteed Party concurrently with the execution and delivery of the Merger Agreement.
AMENDED AND RESTATED LIMITED GUARANTEELimited Guarantee • March 7th, 2022 • 51job, Inc. • Services-employment agencies • New York
This AMENDED AND RESTATED LIMITED GUARANTEE, dated as of March 1, 2022 (this “Limited Guarantee”), by DCP Capital Partners II, L.P. (the “Guarantor”), in favor of 51job, Inc., an exempted company with limited liability incorporated under the Laws of the Cayman Islands (the “Company” or “Guaranteed Party”), amends and restates in its entirety that certain Limited Guarantee dated as of June 21, 2021, by the Guarantor in favor of the Guaranteed Party (the “Initial Limited Guarantee”). Capitalized terms used and not otherwise defined herein shall have the meaning ascribed to them in the Merger Agreement (as defined below). For the purpose of this Limited Guarantee, each of the terms “control” and “person” shall have the meaning given to it in Section 9.03 of the Merger Agreement.
LIMITED GUARANTEELimited Guarantee • July 12th, 2022 • Zhang Bing • Services-computer processing & data preparation • New York
This Limited Guarantee (this “Limited Guarantee”), dated as of July 11, 2022, is made by [Guarantor] (the “Guarantor”), a [Jurisdiction of Guarantor], in favor of Glory Star New Media Group Holdings Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands (the “Guaranteed Party”). Each capitalized term used and not defined herein shall have the meaning ascribed to it in the Merger Agreement (as defined below), except as otherwise provided herein.
LIMITED GUARANTEELimited Guarantee • December 23rd, 2015 • Cnshangquan E-Commerce Co., Ltd. • Apparel & other finishd prods of fabrics & similar matl • New York
This Limited Guarantee, dated as of December 22, 2015 (this “Limited Guarantee”), is made by ChinaEquity USD Fortune Co., Ltd., a business company incorporated under the laws of the British Virgin Islands (the “Guarantor”), in favor of Mecox Lane Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Guaranteed Party”). Each capitalized term used and not defined herein shall have the meaning ascribed to it in the Merger Agreement, except as otherwise provided herein.
LIMITED GUARANTEELimited Guarantee • May 23rd, 2014 • China Hydroelectric Corp • Electric services • New York
LIMITED GUARANTEE, dated as of January 13, 2014 (this “Limited Guarantee”), by NewQuest Asia Fund I, L.P. and NewQuest Asia Fund II, L.P. (together, the “Guarantors” and, each, a “Guarantor”) in favor of China Hydroelectric Corporation, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Guaranteed Party”). Capitalized terms used but not defined in this Limited Guarantee shall have the meanings assigned to such terms in the Merger Agreement (as defined below).
LIMITED GUARANTEE OF STERLING CAPITAL PARTNERS II, .L.P.Limited Guarantee • January 29th, 2007 • Educate Inc • Services-educational services • Delaware
LIMITED GUARANTEE, dated as of January 28, 2006 (this “Limited Guarantee”), by Sterling Capital Partners II, L.P. (the “Guarantor”), in favor of Educate, Inc., a Delaware corporation (the “Company”).
LIMITED GUARANTEELimited Guarantee • May 13th, 2013 • Asiainfo-Linkage, Inc • Services-prepackaged software • New York
LIMITED GUARANTEE dated as of May 12, 2013 (this “Limited Guarantee”), by InnoValue Capital Ltd. (the “Guarantor”), in favor of AsiaInfo-Linkage, Inc., a Delaware corporation (the “Guaranteed Party”).
LIMITED GUARANTEELimited Guarantee • June 27th, 2017 • Weidong Yin • Pharmaceutical preparations • New York
LIMITED GUARANTEE, dated as of June 26, 2017 (this “Limited Guarantee”) by Vivo Capital Surplus Fund VIII, L.P., a limited liability partnership organized and existing under the Laws of the State of Delaware (the “Guarantor”), in favor of Sinovac Biotech Ltd., a company limited by shares incorporated under the Laws of Antigua and Barbuda (the “Guaranteed Party”). Each capitalized term used and not defined herein shall have the meaning ascribed to it in the Amalgamation Agreement (as defined below), except as otherwise provided herein.
LIMITED GUARANTEELimited Guarantee • February 4th, 2021 • Feng Min • Retail-catalog & mail-order houses • New York
LIMITED GUARANTEE, dated as of February 3, 2021 (this “Limited Guarantee”), by Shanghai Yingjun Enterprise Management Center (Limited Partnership) (上海映鋆企业管理中心（有限合伙）) (the “Guarantor”) in favor of Ruhnn Holding Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Guaranteed Party”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Merger Agreement (as defined below).
LIMITED GUARANTEELimited Guarantee • February 26th, 2015 • Eagle Acquisition Sub, Corp. • Services-prepackaged software • Delaware
This Limited Guarantee (this “Limited Guarantee”) is made this 4th day of February, 2015, by Insight Venture Partners (Cayman) IX, L.P., a Cayman limited partnership (including its successors and assigns, the “Guarantor”), in favor of E2open, Inc., a Delaware corporation (the “Guaranteed Party”). Reference is hereby made to the Agreement and Plan of Merger, dated as of the date hereof (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Eagle Parent Holdings, LLC, a newly-formed Delaware limited liability company (“Parent”), Eagle Acquisition Sub, Corp., a newly-formed Delaware corporation that is a wholly-owned subsidiary of Parent (“Acquisition Sub”), and the Guaranteed Party. Capitalized terms used herein but not otherwise defined have the meanings ascribed to them in the Merger Agreement.
Re: Limited GuaranteeLimited Guarantee • April 17th, 2024 • Battalion Oil Corp • Crude petroleum & natural gas • Delaware
This Amended and Restated Limited Guarantee is being entered into by Abraham Mirman (“Guarantor”) in favor of Battalion Oil Corporation, a Delaware corporation (“Company”), in connection with that certain Agreement and Plan of Merger, dated as of December 14, 2023 (as amended from time to time, the “Merger Agreement”), by and among the Company, Fury Resources, Inc., a Delaware corporation (“Parent”), and San Jacinto Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and hereby amends and restates that certain Limited Guarantee, dated February 6, 2024, by Guarantor in favor of the Company. Capitalized terms used but not defined in this Limited Guarantee shall have the meaning ascribed to them in the Merger Agreement. References to any agreement specified in this Limited Guarantee shall mean such agreement as it may be amended, modified or supplemented from time to time in accordance with its terms.
AMENDED AND RESTATED LIMITED GUARANTEELimited Guarantee • May 15th, 2014 • Chindex International Inc • Wholesale-medical, dental & hospital equipment & supplies • Delaware
AMENDED AND RESTATED LIMITED GUARANTEE, dated as of April 18, 2014 (this “Guarantee”), by TPG Asia VI, L.P. a Cayman Islands limited partnership (the “Guarantor”), in favor of Chindex International, Inc., a Delaware corporation (the “Guaranteed Party”). This Guarantee amends and restates the limited guarantee entered into between the Guarantor and the Guaranteed Party on February 17, 2014.
LIMITED GUARANTEE OFLimited Guarantee • April 9th, 2020 • Asta Funding Inc • Short-term business credit institutions • Delaware
LIMITED GUARANTEE, dated as of April 8, 2020 (this “Limited Guarantee”), by [ ] (the “Guarantor”), in favor of Asta Funding, Inc., a Delaware corporation (the “Guaranteed Party”).
LIMITED GUARANTEE OF TF CAPITAL FUND III L.P.Limited Guarantee • August 12th, 2020 • Liu Tony • Biological products, (no disgnostic substances) • Delaware
LIMITED GUARANTEE, dated as of August 11, 2020 (this “Limited Guarantee”), by TF Capital Fund III L.P., an exempted limited partnership organized under the Laws of the Cayman Islands (the “Guarantor”), in favor of Cellular Biomedicine Group, Inc., a Delaware corporation (the “Guaranteed Party”).
LIMITED GUARANTEELimited Guarantee • November 20th, 2023 • EngageSmart, Inc. • Services-prepackaged software
THIS LIMITED GUARANTEE, dated as of October 23, 2023 (this “Limited Guarantee”), is made by Vista Equity Partners Fund VIII, L.P., a Delaware limited partnership (the “Guarantor”), in favor of EngageSmart, Inc., a Delaware corporation (the “Company”). Reference is hereby made to that certain Agreement and Plan of Merger, dated on or about the date hereof (as the same may be amended, modified or restated in accordance with the terms thereof, the “Merger Agreement”), by and among the Company, Icefall Parent, LLC, a Delaware limited liability company (“Parent”) and Icefall Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub” and together with Parent, the “Buyer Parties”). Capitalized terms used, but not defined, herein shall have the meanings ascribed to them in the Merger Agreement.
LIMITED GUARANTEELimited Guarantee • December 7th, 2020 • Tigerwind Group LTD • Sanitary services • New York
This LIMITED GUARANTEE, dated as of December 2, 2020 (this “Limited Guarantee”), by Mr. Li Yuebiao, Ms. Zhang Zhuo and Yancoal International (Holdings) Co., Limited (“Yancoal International”), the “Guarantors”, and each, a “Guarantor”), in favor of NEWATER TECHNOLOGY, INC., a business company with limited liability incorporated under the laws of the British Virgin Islands (the “Guaranteed Party”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Merger Agreement (as defined below).
Limited Guarantee on Panasonic's Photovoltaic Modules HIT○RLimited Guarantee • April 20th, 2015
SANYO Electric Co., Ltd. (a member of Panasonic Group and in charge of manufacturing Panasonic photovoltaic modules HIT ○R , hereinafter referred to as "SANYO") grants to any purchaser of Panasonic photovoltaic modules HIT○R (hereinafter referred to as “Modules”), as listed in the table in Section 2 beneath (hereinafter referred to as “Guarantee Information Chart”), a limited guarantee in accordance with the following terms and conditions. The period of this guarantee shall begin on the date of initial purchase by the ultimate customer (hereinafter referred to as "Ultimate Customer"). Only customers named in the certificate of guarantee (hereinafter referred to as “Certificate of Guarantee”) – exclusive of any subsequent purchasers – shall be entitled to claim under this guarantee, unless the following terms and conditions allow for any exceptions, and when Module(s) remain at their original installed location this guarantee is transferable to any subsequent owner of the location, or s
LIMITED GUARANTEELimited Guarantee • July 11th, 2018 • Perry Ellis International, Inc • Men's & boys' furnishgs, work clothg, & allied garments
THIS LIMITED GUARANTEE (“Guarantee”) made as of June 15, 2018, by George Feldenkreis, individually (“Guarantor”), in favor of Perry Ellis International, Inc., a Florida corporation (the “Company”).
LIMITED GUARANTEELimited Guarantee • May 15th, 2007 • Smith & Wollensky Restaurant Group Inc • Retail-eating places • New York
LIMITED GUARANTEE, dated as of May 6, 2007 (this “Limited Guarantee”), by Joachim B. Splichal (the “Guarantor”) in favor of The Smith & Wollensky Restaurant Group, Inc., a Delaware corporation (the “Guaranteed Party”).
LIMITED GUARANTEELimited Guarantee • June 13th, 2007 • LVB Acquisition, LLC • Orthopedic, prosthetic & surgical appliances & supplies • New York
LIMITED GUARANTEE, dated as of June 7, 2007 (this “Limited Guarantee”), by KKR 2006 Fund L.P. (the “Guarantor”) in favor of Biomet, Inc. (the “Guaranteed Party”).
LIMITED GUARANTEELimited Guarantee • June 30th, 2023 • Paratek Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS LIMITED GUARANTEE, dated as of June 6, 2023 (this “Limited Guarantee”), by GPC WH FUND LP, a Delaware limited partnership (the “Guarantor”), is in favor of Paratek Pharmaceuticals, Inc., a Delaware corporation (the “Guaranteed Party”).
AMENDED AND RESTATED LIMITED GUARANTEELimited Guarantee • April 20th, 2012 • K-9 Acquisition, Inc. • Hotels & motels
This Amended and Restated Limited Guarantee, dated as of April 20, 2012, by the parties listed on Exhibit A hereto (each a “Guarantor” and collectively, the “Guarantors”), in favor of Great Wolf Resorts, Inc., a Delaware corporation (the “Guaranteed Party”), amends and restates that certain Limited Guarantee, dated as of March 12, 2012, as amended and restated as of April 6, 2012 and April 18, 2012 by and among the Guarantors and the Guaranteed Party (as amended and restated, and as may be amended, modified or supplemented from time to time in accordance with its terms, the “Amended and Restated Limited Guarantee”). Reference is hereby made to the Agreement and Plan of Merger, dated as of March 12, 2012, as amended as of April 6, 2012 as further amended as of April 18, 2012, and as further amended as of April 20, 2012, (as the same may be amended from time to time in accordance with its terms, the “Merger Agreement”), among the Guaranteed Party, K-9 Holdings, Inc., a Delaware corporati
LIMITED GUARANTEELimited Guarantee • September 25th, 2013 • Morgan Stanley • Security brokers, dealers & flotation companies • New York
LIMITED GUARANTEE, dated as of September 23, 2013 (this “Limited Guarantee”), by Mr. Zishen Wu and MSPEA Agriculture Holding Limited (the “Guarantors” and each, a “Guarantor”) in favor of Yongye International, Inc., a Nevada corporation (the “Guaranteed Party”). Capitalized terms used but not defined in this Limited Guarantee shall have the meanings assigned to such terms in the Merger Agreement (as defined below).
LIMITED GUARANTEELimited Guarantee • January 13th, 2009 • Jasmine Holdco LLC • Services-computer integrated systems design • Delaware
Limited Guarantee, dated as of January 11, 2009 (this “Limited Guarantee”), by [ ] (the “Guarantor”), in favor of Aladdin Knowledge Systems Ltd. (the “Guaranteed Party”).
LIMITED GUARANTEELimited Guarantee • June 30th, 2022 • Covetrus, Inc. • Retail-drug stores and proprietary stores • Delaware
LIMITED GUARANTEE, dated as of May 24, 2022 (this “Limited Guarantee”), by Clayton, Dubilier & Rice Fund XI, L.P., a Cayman Islands exempted limited partnership (the “Guarantor”), in favor of Covetrus, Inc., a Delaware corporation (the “Guaranteed Party”).
LIMITED GUARANTEELimited Guarantee • September 29th, 2008 • EGS Acquisition Co LLC • Services-business services, nec • Delaware
Limited Guarantee, dated as of September 19, 2008 (this “Limited Guarantee”), by Providence Equity Partners VI International L.P. (the “Guarantor”), in favor of eTelecare Global Solutions, Inc., a Philippines corporation (the “Guaranteed Party”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Acquisition Agreement. All references to “$” in this Limited Guarantee shall be to United States Dollars.
AMENDED AND RESTATED LIMITED GUARANTEELimited Guarantee • March 2nd, 2022 • Yan Rick • Services-employment agencies • New York
This AMENDED AND RESTATED LIMITED GUARANTEE, dated as of March 1, 2022 (this “Limited Guarantee”), by RY Holdings Inc. and RY Elevate Inc. (each a “Guarantor”, collectively, the “Guarantors”), in favor of 51job, Inc., an exempted company with limited liability incorporated under the Laws of the Cayman Islands (the “Company” or “Guaranteed Party”), amends and restates in its entirety that certain Limited Guarantee dated as of June 21, 2021, by the Guarantor in favor of the Guaranteed Party (the “Initial Limited Guarantee”). Capitalized terms used and not otherwise defined herein shall have the meaning ascribed to them in the Merger Agreement (as defined below). For the purpose of this Limited Guarantee, each of the terms “control” and “person” shall have the meaning given to it in Section 9.03 of the Merger Agreement.
