Continuing Limited Guaranty Clause Samples
Continuing Limited Guaranty. This Limited Guaranty shall remain in full force and effect and shall be binding on Limited Guarantor, its successors and assigns until all amounts payable under this Limited Guaranty have been indefeasibly paid and satisfied in full, and shall inure to the benefit of, and be enforceable by, the Company and its successors, transferees and assigns. Notwithstanding the foregoing, this Limited Guaranty, and the obligations of Limited Guarantor hereunder, shall terminate automatically and immediately upon the earliest to occur of (a) the Effective Time, (b) the valid termination of the Merger Agreement in accordance with its terms by mutual consent of the parties thereto or under circumstances in which Parent is not obligated to make any payment under the Merger Agreement, (c) 90 days following the termination of the Merger Agreement in accordance with its terms under circumstances in which Parent is obligated to make any payment under the Merger Agreement unless an unresolved claim for such payments has been made in writing prior thereto (until such resolution, at which point, this Limited Guaranty shall terminate), and (d) any assertion by any Company Related Party in any litigation or other proceeding (under any theory at law or equity) (i) that the Limited Guarantor’s, Parent’s or any of their respective Affiliates’ liability under or in respect of this Limited Guaranty, the Merger Agreement, the Equity Commitment Letter or any of the transactions contemplated hereby or thereby and/or any related matters is not limited to the amount of the Commitment (in the case of the Equity Commitment Letter) or the amount of the Cap (in the case of this Limited Guaranty), (ii) that the limitation of such liability hereunder to the amount of the Cap or under the Equity Commitment Letter to the amount of the Commitment, is in the case of either sub-clause (i) or (ii) of this Section 8(d) illegal, invalid or unenforceable, in whole or in part, or (iii) of any theory of liability against any Parent Related Party, other than a Non-Prohibited Claim. In the case of any termination of this Limited Guaranty in accordance with this Section 8, then (x) the obligations of Limited Guarantor under this Limited Guaranty shall terminate ab initio and be null and void, (y) if Limited Guarantor has previously made any payments under this Limited Guaranty, it shall be entitled to recover such payments in full and (z) neither Limited Guarantor nor any other Parent Related Party shall have...
Continuing Limited Guaranty. Subject to the terms, conditions and limitations hereof, this Limited Guaranty is a continuing guarantee and shall remain in full force and effect and be binding upon Guarantor until the Obligations have been satisfied in full. Notwithstanding the foregoing, this Limited Guaranty shall terminate and the Guarantor shall have no further obligation under this Limited Guaranty as of the earlier of (a) the occurrence of the Effective Time and payment of the Merger Consideration by Parent under the Agreement at such time, or (b) the one-year anniversary of the date of termination of the Agreement, unless a claim hereunder has been made prior to such date.
Continuing Limited Guaranty. Unless terminated pursuant to the provisions of Section 7 hereof, this Limited Guaranty is a continuing one and shall remain in full force and effect until the indefeasible payment and satisfaction in full of the Guaranteed Obligations, shall be binding upon the Guarantor, its successors and assigns, and shall inure to the benefit of, and be enforceable by, the Company and its successors. All obligations to which this Limited Guaranty applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon.
Continuing Limited Guaranty. Guarantor’s obligations under Section 1 of this Guaranty constitute a continuing guaranty and shall continue in full force and effect until such time as Seller’s obligations under the Stock Purchase Agreement shall have been extinguished pursuant to the terms of the Stock Purchase Agreement. Upon the occurrence of the event described in the immediately preceding sentence of this Section 8, this Guaranty and all of Guarantor’s obligations hereunder shall terminate and expire. Purchaser acknowledges and agrees that, except as provided in this Guaranty, Guarantor shall have no liability for any other obligations of Seller under the Stock Purchase Agreement or any documents executed in connection therewith, and acknowledges and agrees that Guarantor’s obligations hereunder are subject to the same damage limitation of liabilities as Seller is afforded under the Stock Purchase Agreement.