Seller Guaranteed Obligations definition

Seller Guaranteed Obligations has the meaning set forth in Section 9.12(a).

Seller Guaranteed Obligations has the meaning set forth in Section 10.21. “Seller Guarantors” has the meaning set forth in the introductory paragraph of this Agreement.

Seller Guaranteed Obligations has the meaning given in Clause 11.18.1;

Examples of Seller Guaranteed Obligations in a sentence

• If, for any reason whatsoever, Seller shall fail, or be unable, to duly, punctually and fully pay or perform the Seller Guaranteed Obligations, Seller Parent will forthwith perform, or cause to be performed, the Seller Guaranteed Obligations.

• Guarantor acknowledges and agrees that its obligations hereunder shall continue in full force and effect, without notice from any other party in the event the obligations of Seller or Guarantor under this Agreement are amended or in any way modified, and that the Seller Guaranteed Obligations shall continue and shall apply in full to such amended obligations of Seller or Guarantor as though the amended terms had been part of this Agreement from the original date of execution thereof.

• The Seller Guaranteed Obligations are primary, absolute, unconditional and irrevocable.

• The guaranty set forth in this Section 18 will remain in full force and effect, and will be binding upon the bcIMC Seller Guarantor, until all of the bcIMC Seller Guaranteed Obligations have been satisfied.

• The guaranty set forth in this Section 10.21 will remain in full force and effect, and will be binding upon the Seller Guarantors, until all of the Seller Guaranteed Obligations have been satisfied.

More Definitions of Seller Guaranteed Obligations

Seller Guaranteed Obligations has the meaning given in clause 27.2(a).

Seller Guaranteed Obligations means all present and future debts, liabilities and obligations whatsoever of any Seller Guarantors to the Purchaser under or in connection with this Agreement or any other Document or any other Documents (as pertains to the obligations arising thereunder in connection with this Agreement), including the Seller’s Obligations.

Seller Guaranteed Obligations. Has the meaning set forth in clause 16.3

Seller Guaranteed Obligations means, with respect to CCSA, the obligations (including payment obligations), commitments, undertakings, warranties and indemnities of ESC, under or pursuant to, or arising out of or in connection with, this Agreement or the Transactions; provided that, in the event that an Indirect Sale Notice and Accession Agreement has been delivered and solely for so long as such Indirect Sale Notice and Accession Agreement remains in full force and effect, “Seller Guaranteed Obligations” shall also mean, with respect to CCSA, the obligations (including payment obligations), commitments, undertakings, warranties and indemnities of VBC Energia S.A., under or pursuant to, or arising out of or in connection with, this Agreement, the Indirect Sale Notice and Accession Agreement or the Transactions.

Seller Guaranteed Obligations shall also mean, with respect to CCSA, the obligations (including payment obligations), commitments, undertakings, warranties and indemnities of VBC Energia S.A., under or pursuant to, or arising out of or in connection with, this Agreement, the Indirect Sale Notice and Accession Agreement or the Transactions.

Seller Guaranteed Obligations when the same shall become due, in each case after any applicable grace periods or notice requirements, according to the terms of this Agreement (the “GE Guaranty”); provided, however, that GE shall not be liable to make any payment until two Business Days following receipt by GE of written notice from Buyer that a payment or other amount is due thereunder. Except as otherwise provided in the immediately preceding sentence, GE hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity or enforceability of this Agreement against Seller, any change therein or amendment thereto, the absence of any action to enforce or any waiver of any default in respect of the same, the recovery of any judgment against Seller or any action to enforce the same, or any other circumstances which may otherwise constitute a legal or equitable discharge or defense of a guarantor; provided, however, that (i) GE’s obligations under the GE Guaranty shall be subject to defenses available to Seller, other than the bankruptcy or insolvency of any of Seller or the validity or enforceability of the obligations of Buyer, and (ii) nothing contained herein shall be construed to be a waiver by GE of notice to GE required pursuant to this Section 11.16(b) or Section 11.1 hereof with respect to this Agreement and the obligations evidenced hereby. GE covenants that the GE Guaranty will not be discharged except by complete performance of Seller Guaranteed Obligations and GE’s obligations under this Section 11.16(b).

Seller Guaranteed Obligations has the meaning set forth in Section 11.18 (Xxxxxxxx Guaranty).