Guarantor’s Undertaking Sample Clauses
The Guarantor’s Undertaking is a clause that establishes the guarantor’s commitment to fulfill certain obligations if the primary party fails to do so. Typically, this means the guarantor agrees to pay debts, perform duties, or otherwise ensure the contract is honored in the event of default by the original obligor. For example, in a loan agreement, if the borrower cannot repay, the guarantor must step in to cover the outstanding amount. This clause provides assurance to the other party that obligations will be met, thereby reducing the risk of non-performance or financial loss.
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Guarantor’s Undertaking. The Guarantors jointly and severally undertake to indemnify the Purchaser or the Company, as applicable, by way of reduction in the Price or, and if the Purchaser in its absolute discretion so wishes, by making good and holding harmless the Company and the Subsidiary for the full amount of any damage, loss, liability or expense of any kind, including legal and court fees, settlement amounts and loss of value (“Damage”) which results from:
7.1.1 any failure of the Sellers to respect their obligations hereunder;
7.1.2 any inaccuracy, error or omission in the Representations and Warranties (and in each case without regard to any knowledge or materiality qualifiers); and
7.1.3 any civil or criminal complaint or action with respect to Presshall’s alleged ownership of all or any part of the Company’s or the Subsidiary’s data base. Notwithstanding, anything in this Article 7.1 to the contrary, with respect to matters that are indemnified solely under Article 7.1.3 hereof, the amount of Damages for which Guarantors are responsible shall be limited to twenty-five percent (25%) of the total amount of such Damages.
Guarantor’s Undertaking. The Guarantor hereby accedes to any obligation and liability of the Purchaser under or in connection with this Agreement, including the obligation to pay the Purchase Price, if and when due, as if it were the Guarantor’s own principal obligation or liability (Schuldbeitritt). For the avoidance of doubt, the Guarantor hereby waives, and the Seller hereby accepts such waiver, any rights which the Guarantor may have to require the Seller to proceed first against, or claim payment from, the Purchaser such that as between the Seller and the Guarantor the latter shall be liable as principal debtor as if it had entered into the undertaking to perform such obligations under or in connection with this Agreement jointly and severally with the Purchaser.
Guarantor’s Undertaking. The Guarantor undertakes to the Charterer that it shall not make any claim against the Vessel and/or the Charterer arising from any transfer or novation of the Charter to the Security Agent or any Substitute Owner or from the entry into a new agreement by the Charterer with a Replacement Owner. The Security Agent acknowledges that delivery by the Guarantor of a notice in writing to the Charterer stating that the Guarantor has no claim, and has no intention of making such a claim, against the Vessel and/or the Charterer which may arise from such transfer or novation or from the entry into a new agreement shall be a condition precedent to the effectiveness of any transfer, novation or new agreement.
Guarantor’s Undertaking. Until a full and final discharge of this Guarantee has been given to the Guarantor by the Bondholder, the Guarantor shall notify the Bondholder as soon as the Guarantor becomes aware of any breach or default by the Guarantor or of any fact or matter which would be likely to materially and adversely affect the Guarantor’s ability to perform the Guarantor’s obligations or the Bondholder’s ability to enforce this Guarantee and indemnity against the Guarantor.
Guarantor’s Undertaking. The Guarantor hereby accedes as a joint obligor to any obligation and liability of the Purchaser under or in connection with this Agreement, including the obligation to pay the Total Purchase Price, respectively, the Deferred Purchase Price, if and when due, as if it were the Guarantor’s own principal obligation or liability (Schuldbeitritt). For the avoidance of doubt, the Seller shall have the right to proceed against, or claim payment from, the Guarantor, and the Guarantor shall be liable as principal debtor as if it had entered into the undertaking to perform such obligations under or in connection with this Agreement jointly and severally with the Purchaser, provided that (i) the Seller has notified the Purchaser in writing about such obligations under or in connection with this Agreement which the Purchaser has not fulfilled and (ii) the Purchaser has not complied with its respective obligation under or in connection with this Agreement within twenty (20) Business Days.
Guarantor’s Undertaking. The Guarantor hereby guarantees to the Sellers by way of an independent and non-accessory guarantee pursuant to sec. 311 German Civil Code (BGB) (nicht-akzessorische Garantie) the full and punctual performance of all obligations and undertakings of the Purchaser under this Agreement, including implied obligations under this Agreement, in the manner provided for in this Agreement. This guarantee shall be subject to all defences and remedies of the Purchaser under this Agreement. The Guarantor’s defence of failure to pursue remedies (Einrede der Vorausklage) shall be excluded.