Limited Guarantee Sample Clauses

Limited Guarantee. (a) To induce the Guaranteed Party to enter into that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among CBPO Holdings Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands (“Parent”), CBPO Group Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands and a direct wholly-owned subsidiary of Parent (“Merger Sub”), and the Guaranteed Party, pursuant to which Merger Sub will merge with and into the Guaranteed Party with the Guaranteed Party surviving the merger (the “Merger”), the Guarantor, intending to be legally bound, hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, as a primary obligor and not merely as a surety, subject to the terms and conditions hereof, but only up to the Maximum Amount (as defined below), the due and punctual payment, performance and discharge of the Guaranteed Percentage of Parent’s obligation (a) to pay the Guaranteed Party the Parent Termination Fee if and as required pursuant to Section 8.2(b)(iii) of the Merger Agreement, (b) to pay any amounts if and as required pursuant to Section 8.2(d) of the Merger Agreement and (c) to pay any amounts if and as required pursuant to Section 6.11(d) of the Merger Agreement (the obligations contemplated by the immediately preceding clauses (a), (b) and (c), the “Obligations”, and the Guarantor’s Guaranteed Percentage of the Obligations, the “Guaranteed Obligations”); provided that the maximum aggregate liability of the Guarantor hereunder shall not exceed the Maximum Amount, and the Guaranteed Party hereby agrees that (i) the Guarantor shall in no event be required to pay more than the Maximum Amount under, in respect of or in connection with this Limited Guarantee, (ii) this Limited Guarantee may not be enforced without giving effect to the Maximum Amount, and (iii) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party Group (as defined below)) relating to, arising out of or in connection with this Limited Guarantee, the Merger Agreement, the Support Agreement, or any document or instrument delivered in connection with the Merger Agreement, other than the Retained Claims (as defined below). This Limited Guarantee may be enforced for the payment of money only. All ...
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Limited Guarantee. Concurrently with the execution and delivery of this letter agreement, (a) the Investors are executing and delivering to the Company a limited guarantee, dated on or around the date hereof, relating to certain payment obligations of HoldCo, Parent and Merger Sub under the Merger Agreement (the “Limited Guarantee”) and (b) each of the Other Investors is executing and delivering to the Company a limited guarantee substantially identical to the Limited Guarantee (each, an “Other Limited Guarantee”) relating to certain payment obligations of HoldCo, Parent and Merger Sub under the Merger Agreement. The Company’s (i) remedies against each Investor and its successors and assigns under the Limited Guarantee, (ii) remedies against HoldCo, Parent and Merger Sub and their respective successors and assigns under the Merger Agreement, (iii) remedies against the Rollover Securityholders and their respective successors and assigns under the Support Agreement and (iv) the Company Third Party Beneficiary Rights (as defined below) shall be, and are intended to be, the sole and exclusive direct or indirect remedies available to the Company and the Guaranteed Party Group (as defined in the Limited Guarantee) against such Investor or any of the Non-Recourse Parties (as defined in the Limited Guarantee) in respect of any liabilities, losses, damages, obligations or recoveries of any kind (including special, exemplary, consequential, indirect or punitive damages or damages arising from loss of profits, business opportunities or goodwill, diminution in value or any other losses or damages, whether at law, in equity, in contract, in tort or otherwise) arising under, relating to or in connection with this letter agreement or the Merger Agreement or of the failure of any transactions contemplated hereby or by the Merger Agreement to be consummated for any reason or otherwise in connection with the transactions contemplated hereby and thereby or in respect of any written or oral representations made or alleged to have been made in connection herewith and therewith (whether or not HoldCo’s, Pxxxxx’s or Merger Sub’s breach is caused by the breach by such Investor of its obligations under this letter agreement). The Company and the Guaranteed Party Group shall not have, and they are not intended to have, any right of recovery against such Investor or any of the Non-Recourse Parties in respect of any liabilities or obligations arising out of or relating to, this letter agreement or the ...
Limited Guarantee. (a) To induce the Guaranteed Party to enter into the Merger Agreement, the Guarantor hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, subject to the terms and conditions hereof, the due and punctual payment and performance when due of 1.24% of the Parent Parties' obligation (the "Guaranteed Obligation") to pay to the Guaranteed Party (i) the Parent Termination Fee if and when required pursuant to Section 8.2(c) of the Merger Agreement, and (ii) the payment obligations of the Parent Parties pursuant to Section 6.6 of the Merger Agreement; provided that the maximum aggregate liability of the Guarantor hereunder shall not exceed US$ 5,573,361 (the "Maximum Amount").
Limited Guarantee a. No later than the third Business Day prior to each Remittance Date, the Servicer (if other than the Company) shall notify the Company of the amount of the Guarantee Payment (if any) for such Remittance Date. Not later than the Business Day preceding each Remittance Date, the Company shall deposit the Guarantee Payment, if any, for such Remittance Date into the Certificate Account.
Limited Guarantee. Concurrently with the execution and delivery of this letter agreement, the Sponsor is executing and delivering to the Company a limited guarantee (the “Limited Guarantee”) guaranteeing the Guaranteed Percentage (as defined in the Limited Guarantee) of the Obligations (as defined in the Limited Guarantee). Other than with respect to the Retained Claims (as such term is defined under the Limited Guarantee) and subject to Section 4, the Company’s remedies against the Sponsor under the Limited Guarantee (as set forth in and in accordance with the terms of the Limited Guarantee) shall be, and are intended to be, the sole and exclusive direct or indirect remedies (whether at Law or in equity, whether sounding in contract, tort, statute or otherwise) available to the Company and its Affiliates against the Sponsor and the Non-Recourse Parties (as defined in the Limited Guarantee) in respect of any claims, liabilities or obligations arising out of or relating to this letter agreement, the Merger Agreement and the Transactions, including in the event Parent or Merger Sub breaches its obligations under the Merger Agreement, whether or not Parent’s or Merger Sub’s breach is caused by the Sponsor’s breach of its obligations under this letter agreement.
Limited Guarantee. Concurrently with the execution and delivery of this letter agreement, the Sponsor is executing and delivering to the Company a limited guarantee (the “Limited Guarantee”) guaranteeing the Obligations (as defined in the Limited Guarantee). Other than with respect to the Retained Claims (as such term is defined under the Limited Guarantee) and subject to Section 4, the Company’s remedies against the Sponsor under the Limited Guarantee (as set forth in and in accordance with the terms of the Limited Guarantee) shall be, and are intended to be, the sole and exclusive direct or indirect remedies (whether at law or in equity, whether sounding in contract, tort, statute or otherwise) available to the Company and its affiliates against the Sponsor and the Non-Recourse Parties (as defined in the Limited Guarantee) in respect of any claims, liabilities or obligations arising out of or relating to this letter agreement, the Merger Agreement and the Transactions, including in the event Parent or Merger Sub breaches its obligations under the Merger Agreement, whether or not Parent’s or Merger Sub’s breach is caused by the Sponsor’s breach of its obligations under this letter agreement.
Limited Guarantee. Concurrently with the execution of this Agreement, the Guarantors have delivered to Sellers the duly executed Limited Guarantee. The Limited Guarantee is in full force and effect and constitutes the legal, valid and binding obligation of the Guarantors, enforceable against them in accordance with its terms, except insofar as such enforceability may be limited by the Enforceability Exceptions. No event has occurred, and there is no condition or circumstance existing, which, with or without notice, lapse of time or both, could constitute or could reasonably be expected to constitute a breach or default on the part of the Guarantors under the Limited Guarantee.
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Limited Guarantee. The Guarantor hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, subject to the terms and conditions hereof, but only up to the Maximum Amount (as defined below), 21.83% of Parent’s obligation (the “Guaranteed Obligation”) to pay to the Guaranteed Party the Parent Termination Fee if and when required pursuant to Section 8.2(c) of the Merger Agreement; provided that the maximum aggregate liability of the Guarantor hereunder shall not exceed $6,549,941.74 (the “Maximum Amount”), and the Guaranteed Party hereby agrees that (a) the Guarantor shall in no event be required to pay more than the Maximum Amount under or in respect of this Limited Guarantee and (b) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party’s equityholders, Affiliates and/or Subsidiaries) relating to, arising out of or in connection with this Limited Guarantee, the Merger Agreement or the Equity Commitment Letter (as defined below) other than as expressly set forth herein or in the Equity Commitment Letter.
Limited Guarantee. (a) Subject to all of the terms and conditions of this Limited Guarantee, Guarantor hereby irrevocably and unconditionally guarantees to Purchaser the payment of all Damages under Seller’s indemnification obligations in Section 11.2(b) of the PSA, whether now or hereafter existing, in each case, in accordance with the terms, conditions and limitations of the PSA (including the limitations set forth in Section 11.4 of the PSA) when (and only if) the same shall become due and payable by Seller in accordance with the terms of the PSA (collectively, the “Guaranteed Obligations”); provided, however, and notwithstanding anything to the contrary, the maximum aggregate liability of Guarantor hereunder shall not exceed an aggregate sum of ten percent (10%) of the Unadjusted Purchase Price under the PSA (such amount, the “Cap”). In the event any Guaranteed Obligations shall not have been paid by Seller when due, Guarantor shall pay or cause to be paid (subject to the Cap) to Purchaser the unpaid amount of such Guaranteed Obligations that are then due and unpaid within ten (10) Business Days after written demand therefor from Purchaser. Notwithstanding anything to the contrary, to the extent Seller is relieved of any portion of its obligations under the PSA with respect to any of the Guaranteed Obligations, by satisfaction thereof or pursuant to any other written agreement executed by Purchaser (other than, for clarity but not limited to, due to the operation of bankruptcy, insolvency or similar laws), Guarantor shall be relieved of its obligations under this Limited Guarantee to the same extent. This Limited Guarantee may be enforced for the payment of money only.
Limited Guarantee. As a condition and material inducement to the willingness of Acquiror to enter into this Agreement and the other Acquiror Ancillary Agreements, (a) the Seller Guarantors hereby (jointly and severally) absolutely, unconditionally and irrevocably guarantee to Acquiror the payment and performance of all of the payment or other obligations of NewCo to Acquiror in this Agreement and (b) each Seller Guarantor (on a several and not joint basis) absolutely, unconditionally and irrevocably guarantee to Acquiror the payment and performance of all of the payment or other obligations of such Seller of which such Seller Guarantor is a beneficiary to Acquiror in this Agreement (collectively the “Obligations”), in each case, when and to the extent that any such obligations shall become due and payable or required to be performed; provided, however, that the obligations of the Seller Guarantors under this Section 13.19 shall be subject to the limitations set forth herein and shall succeed to all rights of NewCo Confidential Treatment Requested by Outdoor Products Spinco Inc. Pursuant to 17 C.F.R. Section 200.83 hereunder. The Seller Guarantors agree that the guaranty set forth in this Section 13.19 is a present and continuing guaranty of payment and not of collectability, and that Acquiror shall not be required to prosecute collection, enforcement or other remedies against NewCo or any other Person, or to enforce or resort to any other rights or remedies hereunder, before calling on NewCo for payment or performance. The Seller Guarantors agree that if, for any reason, NewCo or such Seller of which the applicable Seller Guarantor is a beneficiary shall fail or be unable to pay or perform, punctually and fully, any of the Obligations, the Seller Guarantor shall, with respect to NewCo, and such Seller Guarantor, with respect to the applicable Seller, pay or perform such Obligations to Acquiror in full immediately upon demand. The Seller Guarantors agree that the obligations of the Seller Guarantors pursuant to this Section 13.19 shall be primary obligations, shall not be subject to any counterclaim, set-off, abatement, deferment or defense based upon any claim that the Seller Guarantors may have against Acquiror or any other Person, and shall remain in full force and effect without regard to, and shall not be released, discharged or affected in any way by any circumstance or condition (whether or not the Seller Guarantors shall have any knowledge thereof). [SIGNATURE PAGE NE...
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