Guaranty of Sellers’ Obligations. The Performance Guarantor on and after the Effective Date hereby guarantees to the Depositor, the Issuer, the Trustee and the Collateral Agent on behalf of all holders of Notes the full and punctual payment and performance of all of Wyndham’s Seller Obligations under the Wyndham Purchase Agreement and all of Trendwest’s Seller Obligations under the Trendwest Purchase Agreement.
Guaranty of Sellers’ Obligations. Cendant and Wyndham Worldwide each hereby guarantees to the Depositor, the Issuer, the Trustee and the Collateral Agent on behalf of all holders of Notes and the Insurer the full and punctual payment and performance of all of WCF’s Seller Obligations under the Fairfield Purchase Agreement, and all of Trendwest’s and WCF’s Seller Obligations under the Trendwest Purchase Agreement as such obligations relate to the Pledged Loans and the Pledged Assets.
Guaranty of Sellers’ Obligations. Wyndham Worldwide hereby guarantees to the Depositor, the Issuer, the Trustee and the Collateral Agent on behalf of all holders of Notes and the Insurer the full and punctual payment and performance of all of WCF’s Seller Obligations under the WVRI Purchase Agreement and all of WRDC’s and WCF’s Seller Obligations under the WRDC Purchase Agreement, as such obligations relate to the Pledged Loans and the Pledged Assets.
Guaranty of Sellers’ Obligations. For good and valuable consideration, the receipt and adequacy of which is acknowledged and confessed and as an inducement to Purchaser to execute, deliver and perform its obligations under the foregoing Asset Purchase Agreement and to Purchaser’s managing board to authorize and approve the transactions provided for in such agreement, the undersigned Guarantor, by and through its duly authorized representative, does hereby unconditionally agree to guarantee the payment of any and all payments, indemnities or other expenditures and the performance of all other obligations of Seller under the foregoing Asset Purchase Agreement and any agreements ancillary to such Asset Purchase Agreement; provided, further, that Purchaser shall not be required to exhaust any remedies against Seller before proceeding against Guarantor but Purchaser may do so in Purchaser’s sole and absolute discretion. Guarantor represents and warrants to Purchaser that: (i) it is a corporation duly organized, validly existing and in good standing under the laws of the State of North Carolina; (ii) the execution and delivery of this guaranty by Guarantor and the performance by Guarantor of its obligations pursuant to this guaranty have been duly and validly authorized and approved by any and all requisite corporate action of Guarantor and its board of directors and no other act or proceeding on their part or on the part of any other person or entity is necessary to authorize the execution, delivery and performance of this guaranty by the undersigned on behalf of and in the name of Guarantor; and (iii) this guaranty constitutes a legal, valid and binding obligation of Guarantor, and is enforceable against Guarantor in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to creditors’ rights and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). Guarantor: CARAUSTAR INDUSTRIES, INC. By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Sr. Vice President and CFO Signature Page to Guaranty to Asset Purchase Agreement EXHIBIT 1.4(c) Valuation Methods Seller and Purchaser agree that the allocation of the Purchase Price among the Purchased Assets for purposes of the Forms 8594 to be filed on the respective tax returns of Seller and Purchaser will be in accordance with the rules and methodology set forth below.
Guaranty of Sellers’ Obligations. Bxxxxx Xxxxxx, a stockholder of the Seller, hereby by his individual signature below absolutely and unconditionally guarantees to Buyer the full and prompt performance by Seller of all of its obligations under this Agreement. This guaranty shall be an absolute and continuing guaranty, and the said guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Seller, any right to require a proceeding first against the Seller under the indebtedness, notice of any other default, breach or nonperformance of any agreement or obligation of the Seller under this Agreement. The said guarantor hereby expressly waives notice from Buyer of its acceptance and reliance on this guaranty and agrees to pay all costs, expenses, and fees, including all reasonable attorneys’ fees and expenses, which may be incurred by Buyer in enforcing or attempting to enforce this guaranty following any default on the part of the Guarantor, whether the same shall be enforced by suit or otherwise.
Guaranty of Sellers’ Obligations. Richxxx Xxxxxxx xxx Patrxxx Xxxxxxx, xxing shareholders of the Seller, hereby individually, both jointly and severally, guaranty the full and complete performance and payment of each of the Seller's obligations under Section 9.5. Such indemnification shall be limited to the Purchase Price.
Guaranty of Sellers’ Obligations. (a) As a material inducement for Buyer to enter into this Agreement, Guarantor hereby (i) absolutely, unconditionally and irrevocably guarantees to the fullest extent possible, as primary obligor and not merely as surety, the due and prompt payment and performance of Seller’s obligations under this Agreement (collectively, the "Guaranteed Obligations") and (ii) unconditionally and irrevocably waives any right to revoke this guarantee, in whole or in part.
Guaranty of Sellers’ Obligations. SLC Guarantor hereby assigns, and SLM Guarantor hereby assumes, all of the duties, responsibilities, liabilities and obligations of SLC Guarantor arising under Section 10.5(d) of the Agreement (the “Guaranty Obligations”). Purchaser hereby consents to the assignment of the Guaranty Obligations by SLC Guarantor to SLM Guarantor and forever releases and discharges SLC Guarantor from any duties, responsibilities, liabilities and obligation arising under Section 10.5(d) of the Agreement. From and after the date of this Amendment anywhere the term “SLC Guarantor” is used, it shall be deemed to mean SLM Guarantor. By execution of this Amendment, SLM Guarantor agrees to be bound by all terms and provisions set forth in the Agreement for which SLC Guarantor is bound by therein as if SLM Guarantor had been the original contracting party in its place and stead.
Guaranty of Sellers’ Obligations. (a) Parent hereby unconditionally and irrevocably guarantees to Purchaser the due and punctual payment, performance and observance by Seller (and any permitted assignees thereof) of any and all of Seller’s (or such permitted assignee’s) obligations pursuant to this Agreement (collectively, the “Seller Guaranteed Obligations”). The liability of Parent under this guaranty will not be released or diminished by any variation of the Seller Guaranteed Obligations or by any delay by Purchaser in seeking performance of the Seller Guaranteed Obligations or by any granting of time for such performance.
Guaranty of Sellers’ Obligations. At the Closing, Seller will cause Seller Parent to execute and deliver to Buyer a guaranty in the form set forth in Exhibit 5.18 (the "Seller Parent Guaranty Agreement").
