Buyer Guaranty. The Buyer Guaranty shall be in full force and effect.
Buyer Guaranty. (a) Buyer hereby absolutely and unconditionally guarantees the timely performance and observance by BuyerSub of all its obligations to be performed or observed, and all of its liabilities, under this Agreement (such obligations, the “Guaranteed Obligations”).
Buyer Guaranty. Huntsman Corporation, a Delaware corporation (“Buyer Guarantor”) irrevocably guarantees each obligation of Buyer, and the full and timely performance by Buyer of its obligations, in each case, under the provisions of this Agreement and the Ancillary Documents. This is a guarantee of payment and performance, and Buyer Guarantor acknowledges and agrees that this guarantee is full and unconditional, and no release or extinguishment of Buyer’s liabilities and obligations (other than in accordance with the terms of this Agreement or the Ancillary Documents, as applicable), whether by decree in any bankruptcy proceeding or otherwise, will affect the continuing validity and enforceability of this guarantee. Buyer Guarantor hereby waives, for the benefit of Parent, (i) any right to require Parent, as a condition of payment or performance of Buyer Guarantor, to proceed against Buyer or pursue any other remedies whatsoever and (ii) to the fullest extent permitted by Legal Requirements, any defenses or benefits that may be derived from or afforded by Legal Requirements that limit the liability of or exonerate guarantors or sureties, except to the extent that any such defense is available to Buyer under this Agreement. Buyer Guarantor understands that Parent is relying on this guarantee in entering into this Agreement. The representations and warranties set forth in Section 3.2(a) shall apply mutatis mutandis to Buyer Guarantor as if it was the Buyer referred to therein.
Buyer Guaranty. Within five Business Days after the Execution Date, Buyer shall cause Buyer Guarantor to file necessary approvals with the Bank of Korea for Guarantor’s execution, delivery and performance of the Buyer Guaranty.
Buyer Guaranty. Buyer has delivered to Seller the Buyer Guaranty from the Buyer Guarantor in favor of Seller dated as of the Execution Date. The Buyer Guaranty is in full force and effect and constitutes the legal, valid and biding obligation of the Buyer Guarantor, enforceable in accordance with its terms and has not been amended, withdrawn or rescinded in any respect. No event has occurred which, with or without notice, lapse of time or both, would constitute a default on the part of the Buyer Guarantor under the Buyer Guaranty.
Buyer Guaranty. In the event the Buyer designates a Designated -------------- Transferee to buy the Acquired Assets, the Buyer hereby unconditionally guaranties the due and punctual payment and performance of all of the obligations of Designated Transferee set forth in this Agreement. This guaranty is an irrevocable guaranty of payment (and not just of collection) and shall continue in effect notwithstanding any extension or modification of the terms of this Agreement, any assumption of any such guaranteed obligation by any other party or any other act or event that might otherwise operate as a legal or equitable discharge of Buyer under this Section 8.8. This guaranty is in no way conditioned upon any requirement that either Seller first attempt to collect or enforce any guaranteed obligation from or against any Designated Transferee. So long as any obligation of any Designated Transferee to either Seller under this Agreement remains unpaid or undischarged, the Buyer hereby waives (but only with respect to the Sellers and their respective Affiliates and not as to any other parties) all rights to subrogation arising out of any payment by the Buyer under this Section 8.8. The obligations of the Buyer hereunder shall be absolute and unconditional irrespective of the validity, legality or enforceability of this Agreement or any other document related hereto, and shall not be affected by or contingent upon (i) the liquidation or dissolution of, or the merger or consolidation of any Designated Transferee with of into any corporation, or any sale or transfer by any Designated Transferee or all or any part of its property or assets, (ii) the bankruptcy, receivership, insolvency, reorganization or similar proceedings involving or affecting any Designated Transferee, (iii) any modification, alteration, amendment or addition of or to this Agreement, or (iv) any disability or any other defense of any Designated Transferee or any other person and any other circumstance whatsoever (with or without notice to or Knowledge of the Buyer) which may or might in any manner or to any extent vary the risks of the Buyer or might otherwise constitute a legal or equitable discharge of a surety or a guarantor or otherwise. The Buyer hereby waives all special suretyship defenses and protest, notice of protest, demand for performance, diligence, notice of any other action at any time taken or omitted by either Seller and, generally, all demands and notices of every kind in connection with this Secti...
Buyer Guaranty. (a) Buyer Guarantor hereby unconditionally and irrevocably guarantees (the “Guaranty”) to and for the benefit of Sellers and their respective Affiliates (the “Guaranteed Parties”) the full, timely and faithful performance and payment by Buyer of each of its obligations under this Agreement and the other Transaction Documents (the “Guaranteed Obligations”), including, without limitation, the performance of all obligations and payment of all amounts owed by Buyer pursuant to Section 2.07 and Section 2.09(b), and the timely satisfaction and performance of all of Buyer’s covenants, agreements and obligations contained in this Agreement and the Transaction Documents.
Buyer Guaranty. The undersigned Buyer Guarantor hereby irrevocably and unconditionally guarantees to and for the benefit of Seller the due, full and prompt payment and performance of all obligations of Buyer to pay any amounts and perform any obligations under the Purchase and Sale Agreement (the “Agreement”) dated the date hereof, by and between Four Star Holdings, LLC, a Delaware limited liability company (“Seller”), and Western Megawatt Resources, LLC, a Delaware limited liability company (“Buyer”) when and if the same become due and payable in accordance with the terms of the Agreement (the “Obligations”). Capitalized terms used and not otherwise defined herein have the meanings set forth in the Agreement. The Buyer Guarantor acknowledges that valuable consideration supports this Buyer Guaranty and that the Buyer Guarantor executed this Buyer Guaranty below and agreed to perform its obligations under this Buyer Guaranty as an inducement to Seller to enter into the Agreement and consummate the transactions contemplated in the Agreement on the terms and subject to the conditions contained herein. This Buyer Guaranty is an absolute, unconditional, present and continuing Buyer Guaranty of payment and performance, and not merely of collection of the Obligations and shall not be changed or affected by any representation, oral agreement, act or thing whatsoever. The Buyer Guarantor acknowledges and agrees that a separate action or actions may be brought against the Buyer Guarantor to enforce its obligations under this Buyer Guaranty. At the option of Seller and upon notice to the Buyer Guarantor, the Guarantor may be joined in any action or proceeding commenced by Seller against Buyer in respect of any Obligation, and recovery may be had against the Buyer Guarantor in such action or proceeding or any independent action or proceeding against the Buyer Guarantor, without any requirement that Seller first assert, prosecute or exhaust any remedy or claim against Buyer or any other Person. The Buyer Guarantor’s obligations hereunder shall, to the fullest extent permitted by law, be unaffected by any event of bankruptcy, reorganization or insolvency with respect to Seller; by amendment, supplement, reformation or other modification of the Agreement, any other agreement, document or instrument relating thereto, or any Obligation; by Seller’s exercise or non-exercise or delay in exercising of any rights under this Buyer Guaranty, the Agreement or any other agreement, document or ins...
Buyer Guaranty. Buyer shall take all action necessary to cause the applicable Buyer Affiliates to fulfill the terms of this Agreement.
Buyer Guaranty. 41 SECTION 4.15. Restructuring Transactions............................................................41 ARTICLE V
