Guarantee of the Parent. The Parent hereby (a) unconditionally, absolutely and irrevocably guarantees in favour of the Company the due and punctual performance by the Purchaser of each and every of the Purchaser’s covenants, obligations and undertakings under this Agreement and the Plan of Arrangement, including the due and punctual payment of the aggregate Consideration pursuant to the Arrangement, which guarantee will remain in force until all such covenants, obligations and undertakings have been satisfied in full; and (b) agrees to be jointly and severally liable with the Purchaser for the truth, accuracy and completeness of all of the Purchaser’s representations and warranties hereunder. The Parent hereby agrees that its guarantee is continuing in nature and full and unconditional, and no release or extinguishments of the Purchaser’s liabilities (other than in accordance with the terms of this Agreement), whether by decree in any bankruptcy proceeding or otherwise, will affect the continuing validity and enforceability of the Parent’s guarantee. The Parent hereby agrees that the Company shall not have to proceed first against the Purchaser in respect of any such matter before exercising its rights under this guarantee against the Parent and the Parent agrees to be jointly and severally liable with the Purchaser for all guaranteed obligations as if it were the principal obligor of such obligations.
Guarantee of the Parent. The Parent hereby unconditionally and irrevocably guarantees, as principal and not as surety, in favour of the Company the due and punctual payment and performance by the Purchaser of each and every obligation of the Purchaser hereunder, including the payment of the Consideration payable to the Shareholders under the Plan of Arrangement. The Parent hereby agrees that the Company shall not have to proceed first against the Purchaser for such performance before exercising its rights under this guarantee against the Parent and the Parent agrees to be jointly and severally liable with the Purchaser for all such guaranteed obligations as if it were the principal obligor of such obligations.
Guarantee of the Parent. The Parent hereby unconditionally and irrevocably guarantees in favour of the Corporation the due and punctual payment and performance by the Purchaser of each and every obligation of Purchaser hereunder, including the payment of the Consideration payable to Securityholders and the obligations to the Indemnified Persons, in each case in accordance with the terms of and subject to the conditions set forth this Agreement and the Plan of Arrangement. The Parent agrees to cause the Purchaser to comply with all of such Person’s obligations under or relating to this Agreement and the Plan of Arrangement and the transactions contemplated hereby and thereby. The Parent hereby agrees that the Corporation shall not have to proceed first against the Purchaser for such performance before exercising its rights under this guarantee against the Parent and the Parent agrees to be jointly and severally liable with the Purchaser for all such guaranteed obligations as if it were the principal obligor of such obligations.
Guarantee of the Parent. The Parent hereby unconditionally and irrevocably guarantees to and in favour of the Company, Opco and the Vendors by way of a continuing guarantee, the due and punctual payment and performance of all present and future covenants of the Purchaser to the Company, Opco and to the Vendors arising pursuant to or in respect of, this Agreement and the Transaction Documents (including, for greater certainty, the provisions of Section 3.8 hereof and the provisions of Section 8.2 hereof).
Guarantee of the Parent. The Parent hereby guarantees to the Employee the due and timely performance by the Subsidiary of the obligations of the Subsidiary hereunder.
Guarantee of the Parent. In order to induce the Lenders to extend credit hereunder, the Parent hereby absolutely, irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety, the payment when due of any and all of the Obligations. The Parent further agrees that the due and punctual payment of the Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its Guarantee hereunder notwithstanding any such extension or renewal of any Obligation. To the extent permitted by applicable law, the Parent waives presentment to, demand of payment from and protest to the Borrower of any of the Obligations, and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The obligations of the Parent hereunder shall not be affected by (a) the failure of any Lender or the Administrative Agent to assert any claim or demand or to enforce or exercise any right or remedy against any Loan Party under the provisions of this Agreement, of any other Loan Document or otherwise or (b) any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreement, any other Loan Document or any other agreement or the release or other impairment of any Collateral or the release of any Loan Party. The Parent shall be obligated to keep informed of the financial condition of the Borrower; provided that the failure of the Parent to keep so informed shall not affect its obligations hereunder. The Parent further agrees that its agreement under this Article IX constitutes a promise of payment when due (whether or not any bankruptcy or similar proceeding shall have stayed the accrual or collection of any of the Obligations or operated as a discharge thereof) and not merely of collection, and waives any right to require that any resort be had by any Lender to any balance of any deposit account or credit on the books of any Lender in favor of any Loan Party or any other Person or to any other remedy against any Loan Party or any Collateral. The Parent guarantees that the Obligations will be paid strictly in accordance with the terms of this Agreement, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any Lender with respect thereto. This is a present and continuing guaranty of payment and not of collection, and the liability of the Parent unde...
Guarantee of the Parent. The Parent hereby unconditionally and irrevocably guarantees the due and punctual performance by the Purchaser of its obligations under this Agreement and the other Transaction Documents, as the same may be amended, changed, replaced or otherwise modified from time to time, and irrespective of any bankruptcy, insolvency, dissolution, winding-up, termination of the existence or other matter whatsoever respecting the Purchaser, the Fund or the Vendors or any successor or permitted assign or any other event or circumstance involving the Purchaser, the Fund or the Vendors that would otherwise limit the obligations of the Parent as guarantor under this agreement to guarantee the obligations of the Purchaser hereunder. The Parent shall be obligated to the Vendors under this agreement to guarantee if and only to the extent that the Purchaser is liable to the Vendors. The Vendors are not required to exhaust all remedies or first seek any remedy against the Purchaser prior to proceeding against the Parent under this agreement to guarantee. In no event shall the liability of the Parent to the Vendors hereunder be greater than the obligations of the Purchaser to the Vendors under this Agreement.
