Common use of Buyer Guarantee Clause in Contracts

Buyer Guarantee. (a) Buyer Guarantor hereby absolutely, unconditionally and irrevocably guarantees to Seller and the Company the due, full and punctual payment and performance of all covenants, obligations, liabilities and agreements of Buyer hereunder (the “Guaranteed Obligations”), subject to the terms and conditions hereunder. If, for any reason whatsoever, Buyer fails or is unable to duly, punctually and fully pay or perform the Guaranteed Obligations, Buyer Guarantor will forthwith pay in lawful currency of the United States, or perform or cause to be performed, the Guaranteed Obligations. The foregoing obligation of Buyer Guarantor constitutes a continuing guarantee of payment and performance (not of collection), and is and shall be absolute and unconditional under any and all circumstances, including circumstances which might otherwise constitute a legal or equitable discharge of a guarantor or surety and including any amendment, extension, modification or waiver of any of the Guaranteed Obligations or any insolvency, bankruptcy, liquidation or dissolution of Buyer or any assignment thereby. Buyer Guarantor hereby irrevocably waives (to the fullest extent permitted by applicable Law) notice of acceptance of this guaranty and notice of any liability to which it may apply, and waives promptness, diligence, presentment, demand or payment, protest, notice of dishonor or nonpayment, suit, filing objections with a court, any right to require proceeding first against Buyer (including initiating a Proceeding against Buyer), any right to require the prior disposition of the assets of Buyer to meet any of its obligations hereunder or the taking of any other action by Seller and the Group Companies and all demands whatsoever. The guaranty set forth in this Section 10.20(a) will remain in full force and effect, and will be binding upon Buyer Guarantor, until all of the Guaranteed Obligations have been satisfied.

Buyer Guarantee. (a) Buyer Guarantor does hereby absolutelycovenant and agree that it shall cause Buyer to comply with all of its obligations under this Agreement. In such regard, Buyer Guarantor unconditionally and irrevocably guarantees and agrees to Seller jointly and severally liable with the Company Buyer for, the due, full due and punctual payment and performance of all covenants, obligations, liabilities covenants and agreements indemnities of the Buyer hereunder (arising under this Agreement, upon the “Guaranteed Obligations”), terms and subject to the terms and conditions hereunder. If, for any reason whatsoever, Buyer fails or is unable to duly, punctually and fully pay or perform the Guaranteed Obligations, Buyer Guarantor will forthwith pay in lawful currency of the United States, or perform or cause to be performed, the Guaranteed Obligationsthis Agreement. The foregoing obligation liability of Buyer Guarantor constitutes a continuing guarantee under this section will be for the full amount of payment and performance (not the obligations without apportionment, limitation or restriction of collection)any kind, and is and shall will be continuing, absolute and unconditional under and will not be affected by any and all circumstancesapplicable law, including circumstances which or any other act, delay, abstention or omission to act of any kind by the Seller or any other person, that might otherwise constitute a legal or equitable discharge defence to or a discharge, limitation or reduction of a guarantor Buyer Guarantor's obligations under this section. The liability of Buyer Guarantor under this section will not be released, discharged, limited or surety and including in any amendmentway affected by anything done, extensionsuffered, modification permitted or waiver of omitted to be done by the Seller or the Buyer in connection with any duties, obligations or liabilities of the Guaranteed Obligations or any insolvency, bankruptcy, liquidation or dissolution of Buyer or any assignment thereby. Buyer Guarantor hereby irrevocably waives (or to the fullest extent permitted by applicable Law) notice of acceptance of this guaranty and notice of any liability Seller. The Seller will not be bound or obligated to which it may apply, and waives promptness, diligence, presentment, demand exhaust its recourse against the Buyer or payment, protest, notice of dishonor other persons or nonpayment, suit, filing objections with a court, any right to require proceeding first against Buyer (including initiating a Proceeding against Buyer), any right to require the prior disposition of the assets of Buyer to meet any of its obligations hereunder or the taking of take any other action by Seller and the Group Companies and all demands whatsoever. The guaranty set forth in before being entitled to demand payment from Buyer Guarantor under this Section 10.20(a) will remain in full force and effect, and will be binding upon Buyer Guarantor, until all of the Guaranteed Obligations have been satisfiedsection.

Buyer Guarantee. (a) Buyer Guarantor does hereby absolutelycovenant and agree that it shall cause Buyer to comply with all of its obligations under this Agreement. In such regard, Buyer Guarantor unconditionally and irrevocably guarantees and agrees to Seller jointly and severally liable with the Company Buyer for, the due, full due and punctual payment and performance of all covenants, obligations, liabilities covenants and agreements indemnities of the Buyer hereunder (arising under this Agreement, upon the “Guaranteed Obligations”), terms and subject to the terms and conditions hereunder. If, for any reason whatsoever, Buyer fails or is unable to duly, punctually and fully pay or perform the Guaranteed Obligations, Buyer Guarantor will forthwith pay in lawful currency of the United States, or perform or cause to be performed, the Guaranteed Obligationsthis Agreement. The foregoing obligation liability of Buyer Guarantor constitutes a continuing guarantee under this section will be for the full amount of payment and performance (not the obligations without apportionment, limitation or restriction of collection)any kind, and is and shall will be continuing, absolute and unconditional under and will not be affected by any and all circumstancesapplicable law, including circumstances which or any other act, delay, abstention or omission to act of any kind by the Seller or any other person, that might otherwise constitute a legal or equitable discharge defence to or a discharge, limitation or reduction of a guarantor Buyer Guarantor's obligations under this section. The liability of Buyer Guarantor under this section will not be released, discharged, limited or surety and including in any amendmentway affected by anything done, extensionsuffered, modification permitted or waiver of omitted to be done by the Seller or the Buyer in connection with any duties, obligations or liabilities of the Guaranteed Obligations or any insolvency, bankruptcy, liquidation or dissolution of Buyer or any assignment thereby. Buyer Guarantor hereby irrevocably waives (or to the fullest extent permitted by applicable Law) notice of acceptance of this guaranty and notice of any liability Seller. The Seller will not be bound or obligated to which it may apply, and waives promptness, diligence, presentment, demand exhaust its recourse against the Buyer or payment, protest, notice of dishonor other persons or nonpayment, suit, filing objections with a court, any right to require proceeding first against Buyer (including initiating a Proceeding against Buyer), any right to require the prior disposition of the assets of Buyer to meet any of its obligations hereunder or the taking of take any other action by Seller and the Group Companies and all demands whatsoever. The guaranty set forth in before being entitled to demand payment from Buyer Guarantor under this Section 10.20(a) will remain in full force and effect, and will be binding upon Buyer Guarantor, until all of the Guaranteed Obligations have been satisfied.section

Buyer Guarantee. LDC hereby absolutely and unconditionally guarantees (aexcept for any conditions contained in this Section 12.18) Buyer Guarantor hereby absolutely, unconditionally and irrevocably guarantees to Seller and the Company the due, full and punctual payment and performance when due of all covenants, obligations, liabilities and agreements indebtedness of any kind, nature and description of Buyer hereunder and its Affiliates arising out of or in connection with a Third-Party Claim as contemplated hereby (collectively, the “Guaranteed Third-Party Obligations”). The Third-Party Obligations may be enforced by Seller against LDC without any requirement that Seller first exercise its rights against Buyer. In determining when payment, subject performance or discharge of obligations by LDC are due, and the amount thereof, LDC may assert any defenses or limitations to the terms any such payment, performance or discharge, and conditions hereunderany rights, remedies, counterclaims, reductions and setoffs that LDC or Buyer may have under this Agreement. IfLDC’s obligations under this Section 12.18 shall remain in full force and effect without regard to, for and shall not be released, discharged, or in any reason whatsoeverway affected by, Buyer fails any circumstance or is unable to duly, punctually and fully pay condition whatsoever (whether or perform the Guaranteed Obligations, Buyer Guarantor will forthwith pay in lawful currency not LDC shall have any knowledge thereof) except as may be expressly set forth herein. LDC hereby waives each of the United States, or perform or cause to be performed, the Guaranteed Obligations. The foregoing obligation of Buyer Guarantor constitutes a continuing guarantee of payment and performance following: (not of collection), and is and shall be absolute and unconditional under any and all circumstances, including circumstances which might otherwise constitute a legal or equitable discharge of a guarantor or surety and including any amendment, extension, modification or waiver of any of the Guaranteed Obligations or any insolvency, bankruptcy, liquidation or dissolution of Buyer or any assignment thereby. Buyer Guarantor hereby irrevocably waives (to the fullest extent permitted by applicable Lawi) notice of acceptance of this guaranty and the Third-Party Obligations or of the existence or creation of all or any of the Third-Party Obligations; (ii) presentment, demand, protest or notice of dishonor, nonpayment or other default with respect to any liability of the Third-Party Obligations and all other notices whatsoever (except for notices to which it may applybe provided to Buyer, LDC and waives promptness, diligence, presentment, demand its counsel in accordance with this Agreement or payment, protest, notice of dishonor applicable Law); (iii) any requirement that Seller institute suit or nonpayment, suit, filing objections with a court, any right to require proceeding first otherwise exhaust their rights or remedies against Buyer or against any other Person prior to enforcing any rights they have hereunder or otherwise against LDC; and (including initiating iv) all suretyship defenses generally (other than defenses to the payment of the obligations that are available to LDC or Buyer under this Agreement). Nothing contained in this Section 12.18 shall limit LDC’s ability to assert as a Proceeding defense to any claim any defense that would be available to Buyer if the claim were asserted directly against Buyer). This Agreement has been duly executed and delivered by LDC, any right to require and, assuming this Agreement constitutes the prior disposition valid and binding obligation of the assets other Parties hereto and LDC, this Section 12.18 constitutes the valid and binding obligation of LDC, enforceable against LDC in accordance with its terms, subject only, as to enforcement, to applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereinafter in effect affecting creditors’ rights generally and general principles of equity. For the avoidance of doubt, notwithstanding anything contained herein to the contrary, LDC is not guaranteeing the obligation of Buyer to meet any of its obligations hereunder or the taking of any other action by Seller and the Group Companies and all demands whatsoever. The guaranty set forth in this Section 10.20(a) will remain in full force and effectpay, and will be binding upon Buyer Guarantorshall have no obligation to pay, until all the Closing Payment at the Closing (other than, for the avoidance of doubt, its portion of the Guaranteed Obligations have been satisfiedrequired equity contributions to Buyer, including the Initial Capital Injection).

Buyer Guarantee. (a) Buyer Guarantor hereby absolutely, unconditionally and irrevocably guarantees guarantee to Seller (i) the full, complete and the Company the due, full and punctual payment and performance of all covenants, obligations, liabilities and agreements of Buyer hereunder (the “Guaranteed Obligations”)timely payment, subject to the terms and conditions hereof, by Buyer of each and every payment obligation of Buyer, without any set off, restriction, condition or deduction for or on account of any counterclaim; and (ii) the due and punctual performance and observance by Buyer of all of Buyer’s obligations, commitments and undertakings hereunder. If, If Buyer shall default for any reason whatsoeverwhatsoever on any such payment or performance obligations, Buyer fails or is unable to duly, punctually and fully pay or perform the Guaranteed Obligations, then Buyer Guarantor will forthwith pay in lawful currency of the United States, or shall unconditionally perform or cause to be performedperformed and satisfy or cause to be satisfied the performance or payment obligations immediately upon notice from Seller specifying the default so that the same benefits shall be conferred on Seller as would have been received if such performance or payment obligations had been duly performed and satisfied by Buyer. Seller shall not be required to initiate legal proceedings against Buyer or any other Person prior to or contemporaneously with proceeding against Buyer Guarantor. Subject to the terms and conditions hereof, the Guaranteed Obligations. The foregoing obligation of Buyer Guarantor constitutes a continuing guarantee of payment and performance waives (not of collection), and is and shall be absolute and unconditional under i) any and all circumstances, including circumstances which might otherwise constitute a legal or and equitable discharge of defenses available to a guarantor or surety (other than payment in full by Buyer) and including any amendment, extension, modification or waiver of any of the Guaranteed Obligations or any insolvency, bankruptcy, liquidation or dissolution of Buyer or any assignment thereby. Buyer Guarantor hereby irrevocably waives (to the fullest extent permitted by applicable Lawii) notice of acceptance of this guaranty and notice of any liability to which it may apply, and waives promptness, diligence, presentment, demand or of payment, protest, order and any notices hereunder, including any notice of dishonor any amendment of this Agreement or nonpayment, suit, filing objections with a court, waiver or other similar action granted pursuant to this Agreement and any right to require proceeding first against Buyer (including initiating a Proceeding against Buyer), any right to require the prior disposition notice of the assets of Buyer to meet any of its obligations hereunder or the taking of any other action by Seller and the Group Companies and all demands whatsoeveracceptance. The guaranty guarantee set forth in this Section 10.20(a) will 9.16 shall be deemed a continuing guarantee and shall remain in full force and effecteffect until the satisfaction in full of all payment and performance obligations of Buyer hereunder, notwithstanding the winding-up, liquidation, dissolution, merger or other incapacity or other restructuring of Buyer or any change in the status, control or ownership of Buyer. The guarantee set forth in this Section 9.16 is a primary guarantee of payment and will be binding upon Buyer Guarantor, until all not just of the Guaranteed Obligations have been satisfiedcollection.

Buyer Guarantee. (a) Buyer Guarantor hereby absolutely, absolutely and unconditionally and irrevocably guarantees to Seller and (except for any conditions contained in this Section 11.19) the Company the due, full and punctual payment and performance when due of all covenants, obligations, liabilities and agreements indebtedness of any kind, nature and description of Buyer hereunder under this Agreement and any other agreements contemplated hereby (the “Guaranteed Buyer Obligations”). The Buyer Obligations may be enforced by Parent and/or Company against Buyer Guarantor without any requirement that Parent and/or Company first exercise their rights against Buyer. In determining when payment, subject to performance or discharge of obligation by Buyer Guarantor is due, and the terms and conditions hereunder. If, for any reason whatsoever, Buyer fails or is unable to duly, punctually and fully pay or perform the Guaranteed Obligationsamount thereof, Buyer Guarantor will forthwith pay may assert any defenses or limitations to such payment, performance or discharge, and any rights, remedies, counterclaims, reductions and setoffs that Buyer Guarantor or Buyer may have under this Agreement. Buyer Guarantor’s obligations under this Section 11.19 shall remain in lawful currency of the United Statesfull force and effect without regard to, and shall not be released, discharged, or perform in any way affected by, any circumstance or cause to be performed, the Guaranteed Obligations. The foregoing obligation of condition whatsoever (whether or not Buyer Guarantor constitutes a continuing guarantee of payment and performance (not of collection), and is and shall have any knowledge thereof) except as may be absolute and unconditional under any and all circumstances, including circumstances which might otherwise constitute a legal or equitable discharge of a guarantor or surety and including any amendment, extension, modification or waiver of any of the Guaranteed Obligations or any insolvency, bankruptcy, liquidation or dissolution of Buyer or any assignment therebyexpressly set forth herein. Buyer Guarantor hereby irrevocably waives each of the following: (to the fullest extent permitted by applicable Lawi) notice of acceptance of this guaranty and the Buyer Obligations or of the existence or creation of all or any of the Buyer Obligations; (ii) presentment, demand, protest or notice of dishonor, nonpayment or other default with respect to any liability of the Buyer Obligations and all other notices whatsoever (except for notices to which it may applybe provided to Buyer, Buyer Guarantor and waives promptness, diligence, presentment, demand its counsel in accordance with this Agreement or payment, protest, notice of dishonor applicable Law); (iii) any requirement that Parent and/or Company institute suit or nonpayment, suit, filing objections with a court, any right to require proceeding first otherwise exhaust its rights or remedies against Buyer or against any other Person prior to enforcing any rights they have hereunder or otherwise against Buyer Guarantor; and (including initiating a Proceeding against Buyer), any right iv) all suretyship defenses generally (other than defenses to require the prior disposition payment of the assets of obligations that are available to Buyer to meet any of its obligations hereunder Guarantor or the taking of any other action by Seller and the Group Companies and all demands whatsoeverBuyer under this Agreement). The guaranty set forth Nothing contained in this Section 10.20(a) will remain in full force 11.19 shall limit Buyer Guarantor’s ability to assert as a defense to any claim any defense that would be available to Buyer if the claim were asserted directly against Buyer. This Agreement has been duly executed and effect, and will be binding upon delivered by Buyer Guarantor, until all and, assuming this Agreement constitutes the valid and binding obligation of the Guaranteed Obligations have been satisfiedother parties hereto, this Section 11.19 constitutes the valid and binding obligation of Buyer Guarantor, enforceable against Buyer Guarantor in accordance with its terms, subject, as to enforcement, to the Bankruptcy and Equity Exception.