Financing commitment documentation. 6.3.1 The Guarantor irrevocably and unconditionally, as direct and primary obligor (in Danish: selvskyldnerkautionist), guarantees to the Sellers (i) the full and punctual payment of all amounts payable by the Buyer from time to time pursuant to the Agreement, including any Claim the Sellers may have against the Buyer and (ii) the full and punctual fulfilment by the Buyer of all the Buyer’s other obligations in accordance with this Agreement (each a “Guaranteed Obligation”). Upon failure by the Buyer to pay, and/or otherwise to perform, punctually any Guaranteed Obligation, the Guarantor shall forthwith on demand pay the amount not paid, and/or perform and fulfil the obligation not performed or fulfilled, at the place and in the manner specified in the Agreement. The Guarantor’s obligations hereunder shall remain in full force and effect until all Guaranteed Obligations have been paid, and/or otherwise performed, in full. 6.3.2 During the period between the Signing Date and Closing Date (both dates inclusive), the Buyer and the Guarantor, as applicable, shall not, in each case save with the prior written consent of the Sellers (such approval not to be unreasonably withheld or delayed): (a) terminate or amend any equity commitment letter, debt commitment letter or any other documentation, certificate, undertaking or agreement provided to the Sellers as part of the Buyer’s evidence of funding as set out in Schedule 3.2(b); or (b) do or omit to do any other thing which could reasonably be expected to create uncertainty as to the availability of the Buyer’s financing commitments as set out in any equity commitment letter, debt commitment letter or any other documentation, certificate, undertaking or agreement provided to the Sellers as part of the Buyer’s evidence of funding as set out in Schedule 3.2(b).
Appears in 2 contracts
Sources: Share Purchase Agreement, Share Purchase Agreement (Knoll Inc)