Common use of Limited Guarantee Clause in Contracts

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 Merger Agreement, including in the event HoldCo, Parent or Merger Sub breaches its obligations under the Merger Agreement and whether or not HoldCo’s, Parent’s or Merger Sub’s breach is caused by such Investor’s breach of its obligations under this letter agreement, except for claims of the Company against such Investor pursuant to and in accordance with the Limited Guarantee.

Appears in 9 contracts

Samples: New Frontier Health Corp, New Frontier Health Corp, New Frontier Health Corp

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Limited Guarantee. Concurrently with the execution and delivery of this letter agreement, (ai) the Investors are Sponsor is executing and delivering to the Company a limited guarantee, dated on or around the date hereof, relating guarantee related to certain payment obligations of HoldCo, Parent and Merger Sub under the Merger Agreement (the “Limited Guarantee”) and (bii) each of the Other Investors Sponsors is executing and delivering to the Company a limited guarantee substantially identical to the Limited Guarantee (each, an “Other Limited Guarantee” and collectively, together with the Limited Guarantee, the “Limited Guarantees”) relating to certain payment obligations of HoldCo, Parent and Merger Sub under the Merger Agreement. The Other than as set forth herein (including, without limitation, the rights of the Company pursuant to Section 4 hereof) or with respect to the Retained Claims (as defined in the Limited Guarantee), (a) the Company’s (i) remedies against each Investor and its successors and assigns the Sponsor 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) Guarantee shall be, and are intended to be, the sole and exclusive direct or indirect remedies available to the Company and the Guaranteed Party Group Related Persons (as defined in the Limited Guarantee) against such Investor the Sponsor or any of the Non-Recourse Parties (as defined in the Limited Guarantee) in respect of for any liabilitiesliability, lossesloss, damages, obligations damage or recoveries recovery 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, and whether at law, in equity, in contract, in tort equity or otherwise) arising under, out of or relating to or in connection with this letter agreement or the Merger Agreement Agreement, or of the failure of any of the transactions contemplated hereby or by the Merger Agreement any such agreement to be consummated for any reason or otherwise in connection with any of the transactions contemplated hereby and thereby or in respect of any other document or theory of law or in equity, or in respect of any written or oral representations made or alleged to have been made in connection herewith and therewith with any such agreement, whether at law, in equity, in contract, in tort or otherwise, (whether or not HoldCo’s, PxxxxxParent’s or Merger Sub’s breach is caused by the Sponsor’s breach by such Investor of its obligations under this letter agreement). The ; and (b) the Company and the Guaranteed Party Group Related Persons (as defined in the Limited Guarantee) shall not have, and they are not intended to have, any right of recovery against such Investor the Sponsor 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 Merger Agreement, including in the event HoldCo, Parent or Merger Sub breaches its obligations under the Merger Agreement and whether or not HoldCo’s, Parent’s or Merger Sub’s breach is caused by such Investorthe Sponsor’s breach of its obligations under this letter agreement, except for claims of the Company against such Investor the Sponsor pursuant to and in accordance with the Limited Guarantee.

Appears in 4 contracts

Samples: Equity Commitment Letter (58.com Inc.), Equity Commitment Letter (58.com Inc.), Yao Jinbo

Limited Guarantee. Concurrently with the execution and delivery of this letter agreement, (a) the Investors are Sponsor is executing and delivering to the Company a limited guarantee, dated on or around as of the date hereof, relating related to Parent’s and Merger Sub’s 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 Sponsor 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), and (iv) third party beneficiary rights under the Support Agreement shall be, and are intended to be, the sole and exclusive direct or indirect remedies available to the Company, any of its Affiliates, any of the direct or indirect shareholder of the Company and the Guaranteed Party Group (as defined in the Limited Guarantee) against such Investor or any of its Subsidiaries, or any of the Affiliates, equity holders, controlling persons, directors, officers, employees, members, managers, general or limited partners, representatives, advisors or agents of the foregoing against Sponsor or any Non-Recourse Parties Party (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 any breach of the Merger Agreement (whether willfully, intentionally, unintentionally or otherwise) 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 Parent or Merger Sub’s breach is caused by the breach by such Investor Sponsor of its obligations under this letter agreementletter). 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 Merger Agreement, including in the event HoldCo, Parent or Merger Sub breaches its obligations under the Merger Agreement and whether or not HoldCo’s, Parent’s or Merger Sub’s breach is caused by such Investor’s breach of its obligations under this letter agreement, except for claims of the Company against such Investor pursuant to and in accordance with the Limited Guarantee.

Appears in 4 contracts

Samples: Equity Commitment Letter (Ocean Imagination L.P.), Tencent Holdings LTD, eLong, Inc.

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, PxxxxxXxxxxx’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 Merger Agreement, including in the event HoldCo, Parent or Merger Sub breaches its obligations under the Merger Agreement and whether or not HoldCo’s, Parent’s or Merger Sub’s breach is caused by such Investor’s breach of its obligations under this letter agreement, except for claims of the Company against such Investor pursuant to and in accordance with the Limited Guarantee.

Appears in 2 contracts

Samples: New Frontier Health Corp, New Frontier Health Corp

Limited Guarantee. Concurrently with the execution and delivery of this letter agreementthe Other Sponsor Equity Commitment Letters, (a) the Investors are executing Guarantor has executed and delivering delivered to the Company a limited guarantee, dated on or around the date hereof, relating guarantee related 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 Other than as set forth herein (including without limitation, the rights of the Company pursuant to Section 4) or with respect to the Retained Claims (as defined in the Limited Guarantee), (a) the Company’s (i) remedies against each Investor and its successors and assigns the Guarantor 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) Guarantee shall be, and are intended to be, the sole and exclusive (direct or indirect indirect) remedies available to the Company and the Guaranteed Party Group Related Persons (as defined in the Limited Guarantee) against such Investor the Sponsor or any of the Non-Recourse Parties (as defined in the Limited Guarantee) in respect of for any liabilitiesliability, lossesloss, damages, obligations damage or recoveries recovery 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, and whether at law, in equity, in contract, in tort equity or otherwise) arising under, out of or relating to or in connection with this letter agreement or the Merger Agreement Agreement, or of the failure of any of the transactions contemplated hereby or by the Merger Agreement any such agreement to be consummated for any reason or otherwise in connection with any of the transactions contemplated hereby and thereby or in respect of any other document or theory of law or in equity, or in respect of any written or oral representations made or alleged to have been made in connection herewith and therewith with any such agreement, whether at law, in equity, in contract, in tort or otherwise, (whether or not HoldCo’s, Pxxxxx’s or Merger Sub’s breach is caused by the Sponsor’s breach by such Investor of its obligations under this letter agreement). The ; and (b) the Company and the Guaranteed Party Group Related Persons (as defined in the Limited Guarantee) shall not have, and they are not intended to have, any right of recovery against such Investor the Sponsor 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 Merger Agreement, including in the event HoldCo, Parent or Merger Sub breaches its obligations under the Merger Agreement and whether or not HoldCo’s, Parent’s or Merger Sub’s breach is caused by such Investorthe Sponsor’s breach of its obligations under this letter agreement, except for claims of the Company against such Investor the Guarantor pursuant to and in accordance with the Limited Guarantee.

Appears in 2 contracts

Samples: Equity Commitment Letter (Advanced Technology (Cayman) LTD), Letter Agreement (Advanced Technology (Cayman) LTD)

Limited Guarantee. Concurrently with the execution and delivery of this letter agreement, (ai) the Investors are Sponsor is executing and delivering to the Company a limited guarantee, dated on or around the date hereof, relating guarantee related to certain payment obligations of HoldCo, Parent and Merger Sub under the Merger Agreement (the “Limited Guarantee”) and (bii) each of the Other Investors Sponsors (except 51 Elevate Limited) and Recruit Holdings Co., Ltd. is executing and delivering to the Company a limited guarantee substantially identical to the Limited Guarantee (each, an “Other Limited Guarantee” and collectively, together with the Limited Guarantee, the “Limited Guarantees”) relating to certain payment obligations of HoldCo, Parent and Merger Sub under the Merger Agreement. The Other than as set forth herein (including without limitation, the rights of the Company pursuant to Section 4) or with respect to the Retained Claims (as defined in the Limited Guarantee), (a) the Company’s (i) remedies against each Investor and its successors and assigns the Sponsor 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) Guarantee shall be, and are intended to be, the sole and exclusive direct or indirect remedies available to the Company and the Guaranteed Party Group Related Persons (as defined in the Limited Guarantee) against such Investor the Sponsor or any of the Non-Recourse Parties (as defined in the Limited Guarantee) in respect of for any liabilitiesliability, lossesloss, damages, obligations damage or recoveries recovery 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, and whether at law, in equity, in contract, in tort equity or otherwise) arising under, out of or relating to or in connection with this letter agreement or the Merger Agreement Agreement, or of the failure of any of the transactions contemplated hereby or by the Merger Agreement any such agreement to be consummated for any reason or otherwise in connection with any of the transactions contemplated hereby and thereby or in respect of any other document or theory of law or in equity, or in respect of any written or oral representations made or alleged to have been made in connection herewith and therewith with any such agreement, whether at law, in equity, in contract, in tort or otherwise, (whether or not HoldCo’s, Pxxxxx’s or Merger Sub’s breach is caused by the Sponsor’s breach by such Investor of its obligations under this letter agreement). The ; and (b) the Company and the Guaranteed Party Group Related Persons (as defined in the Limited Guarantee) shall not have, and they are not intended to have, any right of recovery against such Investor the Sponsor 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 Merger Agreement, including in the event HoldCo, Parent or Merger Sub breaches its obligations under the Merger Agreement and whether or not HoldCo’s, Parent’s or Merger Sub’s breach is caused by such Investorthe Sponsor’s breach of its obligations under this letter agreement, except for claims of the Company against such Investor the Sponsor pursuant to and in accordance with the Limited Guarantee.

Appears in 2 contracts

Samples: Merger Agreement (51job, Inc.), Merger Agreement (51job, Inc.)

Limited Guarantee. Concurrently with the execution and delivery of this letter agreement, (ai) the Investors are Sponsor is executing and delivering to the Company a an amended and restated limited guarantee, dated on or around the date hereof, relating guarantee related to certain payment obligations of HoldCo, Parent and Merger Sub under the Merger Agreement (the “Limited Guarantee”) and (bii) each of the Other Investors Sponsors (except 51 Elevate Limited) and Recruit Holdings Co., Ltd. is executing and delivering to the Company a an amended and restated limited guarantee substantially identical to the Limited Guarantee (each, an “Other Limited Guarantee” and collectively, together with the Limited Guarantee, the “Limited Guarantees”) relating to certain payment obligations of HoldCo, Parent and Merger Sub under the Merger Agreement. The Other than as set forth herein (including without limitation, the rights of the Company pursuant to Section 4) or with respect to the Retained Claims (as defined in the Limited Guarantee), (a) the Company’s (i) remedies against each Investor and its successors and assigns the Sponsor 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) Guarantee shall be, and are intended to be, the sole and exclusive direct or indirect remedies available to the Company and the Guaranteed Party Group Related Persons (as defined in the Limited Guarantee) against such Investor the Sponsor or any of the Non-Recourse Parties (as defined in the Limited Guarantee) in respect of for any liabilitiesliability, lossesloss, damages, obligations damage or recoveries recovery 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, and whether at law, in equity, in contract, in tort equity or otherwise) arising under, out of or relating to or in connection with this letter agreement or the Merger Agreement Agreement, or of the failure of any of the transactions contemplated hereby or by the Merger Agreement any such agreement to be consummated for any reason or otherwise in connection with any of the transactions contemplated hereby and thereby or in respect of any other document or theory of law or in equity, or in respect of any written or oral representations made or alleged to have been made in connection herewith and therewith with any such agreement, whether at law, in equity, in contract, in tort or otherwise, (whether or not HoldCo’s, Pxxxxx’s or Merger Sub’s breach is caused by the Sponsor’s breach by such Investor of its obligations under this letter agreement). The ; and (b) the Company and the Guaranteed Party Group Related Persons (as defined in the Limited Guarantee) shall not have, and they are not intended to have, any right of recovery against such Investor the Sponsor 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 Merger Agreement, including in the event HoldCo, Parent or Merger Sub breaches its obligations under the Merger Agreement and whether or not HoldCo’s, Parent’s or Merger Sub’s breach is caused by such Investorthe Sponsor’s breach of its obligations under this letter agreement, except for claims of the Company against such Investor the Sponsor pursuant to and in accordance with the Limited Guarantee.

Appears in 2 contracts

Samples: 51job, Inc., 51job, Inc.

Limited Guarantee. Concurrently with the execution and delivery of this letter agreement, (a) the Investors are Sponsor is executing and delivering to the Company a limited guarantee, dated on or around as of the date hereof, relating related 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 Sponsor 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, and (iii) remedies against the Rollover Securityholders Sponsor and their respective its successors and assigns under the Support Agreement and (iv) pursuant to the Company Third Party Beneficiary Rights (as defined below) hereunder shall be, and are intended to be, the sole and exclusive direct or indirect remedies available to the Company, any of the direct or indirect shareholder of the Company and or any of its subsidiaries, any Affiliate of the Guaranteed Party Group (as defined in the Limited Guarantee) against Company or such Investor shareholder, or any of the Non-Recourse Parties Affiliates, equity holders, controlling persons, directors, officers, employees, members, managers, general or limited partners, representatives, advisors or agents of the foregoing against Sponsor or any of the Sponsor Affiliates (as defined in the Limited Guaranteebelow) 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 any breach of the Merger Agreement (whether willfully, intentionally, unintentionally or otherwise) 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 Parent or Merger Sub’s breach is caused by the breach by such Investor Sponsor 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 Merger Agreement, including in the event HoldCo, Parent or Merger Sub breaches its obligations under the Merger Agreement and whether or not HoldCo’s, Parent’s or Merger Sub’s breach is caused by such Investor’s breach of its obligations under this letter agreement, except for claims of the Company against such Investor pursuant to and in accordance with the Limited Guarantee.

Appears in 2 contracts

Samples: Chow Joseph, CITIC Capital Holdings LTD

Limited Guarantee. Concurrently with the execution and delivery of this letter agreement, (a) the Investors are executing and delivering to To induce the Company a limited guarantee, dated on or around and the date hereof, relating Xxxxxxxxxx Funds to certain payment obligations of HoldCo, Parent and Merger Sub under enter into the Merger Agreement (and 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 Exchange 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 beapplicable, the sole Guarantor hereby irrevocably and exclusive direct or indirect remedies available unconditionally guarantees to the Company and the Guaranteed Party Group (as defined Xxxxxxxxxx Funds the due and punctual payment in full in cash by Parent to the Limited Guarantee) against such Investor or any Company and/or the Xxxxxxxxxx Funds of all of the Non-Recourse Parties (as defined in the Limited Guarantee) in respect payment obligations 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 Parent 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 Merger Agreement, including in the event HoldCo, Parent or Merger Sub breaches its obligations Affiliates under the Merger Agreement and whether the Exchange Agreement, in each case, when required to be paid by Parent or not HoldCo’s, Parent’s or Merger Sub’s breach is caused by such Investor’s breach of its obligations under this letter agreement, except for claims of the Company against such Investor Affiliates pursuant to and in accordance with the Merger Agreement and/or the Exchange Agreement (the “Guaranteed Obligations”); provided that, notwithstanding anything to the contrary set forth in this Limited Guarantee, the Merger Agreement, the Exchange Agreement, the Equity Undertaking Letter or any other agreement contemplated hereby or thereby, in no event shall the liability of the Guarantor hereunder exceed an amount equal to the Sponsor Maximum Monetary Liability (as defined in the Merger Agreement), and the Guarantor shall in no event be required to pay more in monetary damages than an amount equal to the Sponsor Maximum Monetary Liability under or in respect of this Limited Guarantee, or otherwise have any monetary liability relating to, arising out of or in connection with the Merger Agreement, the Exchange Agreement and the transactions contemplated thereby or any other circumstance. Guarantor shall, upon the written request of the Company and/or the Xxxxxxxxxx Funds, promptly and in any event within five (5) business days (or to the extent the Merger Agreement and/or the Exchange Agreement requires Parent to pay at an earlier date, by no later than such date) pay the Company and/or the Xxxxxxxxxx Funds or their respective designees such Guaranteed Obligations in full (subject to the Sponsor Maximum Monetary Liability) in cash.

Appears in 1 contract

Samples: Limited Guarantee (Dialogic Inc.)

Limited Guarantee. Concurrently As a material inducement to Sellers to enter into this Agreement and to consummate the transactions hereunder, Parent hereby irrevocably and unconditionally guarantees to the Sellers the due and punctual payment in full of Buyer’s payment obligations under this Agreement (the “Buyer’s Obligations”), as a principal and not as a surety. Parent agrees that such guarantee shall be a guarantee of payment and not of collection and that Sellers shall not be required to pursue any right or remedy they may have against Buyer under this Agreement or otherwise or to first commence any proceeding or obtain any judgment against Buyer in order to enforce this Section 13.17. This Section shall not be deemed to enlarge any obligations of Buyer under this Agreement, and all obligations of Parent under this Section 13.17 shall be limited in time and scope and in any other manner as Buyer’s obligations under this Agreement are limited, except that Parent hereby expressly waives any notice of acceptance; presentment and protest of any instrument, and notice thereof; notice of default; and all other notices to which Parent might otherwise be entitled and all rights and defenses arising by reason of election of remedies and by reason of the bankruptcy or insolvency of Buyer. Notwithstanding any other provision of this Agreement to the contrary, Sellers hereby agree that Parent may assert, as a defense to payment or performance by Parent under this Section 13.17, or as an affirmative claim against Sellers or their respective Affiliates, or any Person claiming by, through or on behalf of any of them, any rights, remedies, set-offs and defenses that Buyer could assert pursuant to the terms of this Agreement (other than any such rights, remedies, set-offs and defenses arising out of, due to, or as a result of, the insolvency or bankruptcy of Buyer or any of its Affiliates, including Parent, or a lack of corporate power or authority of Buyer). Parent hereby represents and warrants to the Company and Sellers as follows: (i) Parent is a corporation duly organized, validly existing and in good standing under the Laws of the State of Missouri; (ii) Parent has full power and authority to enter into this Agreement and to perform its obligations hereunder; (iii) the execution and delivery by Parent of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of Parent; (iv) this Agreement has been duly executed and delivered by Parent and (assuming this Agreement constitutes a legal, valid and binding obligation of the other parties hereto), constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject to the Remedies Exception; and (v) the execution and delivery of this letter agreementAgreement by Parent and the consummation by it of the transactions contemplated hereby do not and will not, as of the Closing, (a) violate any provision of, or result in the Investors are executing and delivering breach of, any applicable Law to the Company a limited guaranteewhich Parent is subject or by which any property or asset of Parent is bound, 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 conflict with the transactions contemplated hereby and thereby or in respect constitutional documentation 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 Merger Agreement, including in the event HoldCo, Parent or Merger Sub breaches its obligations under the Merger Agreement and whether or not HoldCo’s, Parent’s or Merger Sub’s breach is caused by such Investor’s breach of its obligations under this letter agreement, except for claims of the Company against such Investor pursuant to and in accordance with the Limited Guarantee.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (EDGEWELL PERSONAL CARE Co)

Limited Guarantee. Concurrently with the execution and delivery of this letter agreementletter, (ai) the Investors are Equity Investor is executing and delivering to the Company a limited guaranteeLimited Guarantee (as amended from time to time, dated on or around the date hereof, “Equity Investor Limited Guarantee”) relating to certain payment of Parent’s obligations of HoldCo, Parent and Merger Sub under the Merger Agreement (the “Limited Guarantee”) and (bii) each of the Other Equity Investors is executing and delivering to the Company a limited guarantee substantially identical to the Limited Guarantee (each, as amended from time to time, an “Other Equity Investor Limited Guarantee” and collectively with the Equity Investor Limited Guarantee and all Other Equity Investor Limited Guarantees, the “Limited Guarantees”) relating to certain payment of Parent’s obligations of HoldCo, Parent and Merger Sub under the Merger Agreement. The Except as expressly set forth in Section 7(b) hereof, 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 Equity Investor under the Support Agreement and (iv) the Company Third Party Beneficiary Rights (as defined below) shall beEquity Investor Limited Guarantee with respect to any Non-Prohibited Claims shall, and are intended to beto, be the sole and exclusive direct or indirect remedies available to the Company and its Affiliates against the Guaranteed Party Group (as defined in the Limited Guarantee) against such Equity Investor or any of the Non-Recourse Parties (as defined in the Limited Guarantee) in respect of Party for any liabilitiesliability, lossesloss, damages, obligations damage or recoveries recovery 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 under or in connection with any breach of, or liabilities or obligations arising under or in connection with, this letter agreement or letter, the Merger Agreement Agreement, the Equity Investor Limited Guarantee (whether willfully, intentionally, unintentionally or otherwise) or of the failure of any the 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 by the Merger Agreement or in respect of any written or oral representations made or alleged to have been made in connection herewith and therewith therewith, including in the event Parent breaches its obligations under the Merger Agreement (whether or not HoldCo’s, Pxxxxx’s or Merger Sub’s a Parent breach is caused by the breach by such the Equity Investor of its obligations under this letter agreementletter). The Company and Notwithstanding anything to the Guaranteed Party Group shall not have, and they are not intended to have, any right of recovery against such Investor contrary contained herein 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 Merger Agreement, including in the event HoldCoEquity Investor Limited Guarantee, Parent under no circumstance shall the Company be permitted or Merger Sub breaches its obligations entitled to receive both (a) a grant of specific performance hereunder or under the Merger Agreement and whether to cause the Closing to occur or not HoldCo’s, Parent’s or Merger Sub’s breach is caused by such Investor’s breach of its obligations under to cause Parent to enforce this letter agreement, except for claims and (b) payment of the Company against such Investor pursuant to and in accordance with the Limited GuaranteeParent Termination Fee or any monetary damages.

Appears in 1 contract

Samples: Assignment and Investment Agreement (Black Knight, Inc.)

Limited Guarantee. Concurrently To induce the Company to enter into that certain Agreement and Plan of Merger, dated as of January 28, 2006 (as amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among the Company, Edge Acquisition, LLC, a Delaware limited liability company (“Parent”), and Edge Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will merge with and into the execution Company, the Guarantor absolutely, unconditionally and delivery of this letter agreement, (a) the Investors are executing and delivering irrevocably guarantees to the Company Company, as a limited guaranteeprimary obligor and not merely as a surety, dated on or around the date hereofdue and punctual observance, relating payment, performance and discharge of any obligation of Parent and Merger Sub pursuant to certain the Merger Agreement to pay 5.485% of the payment obligations of HoldCo, Parent and Merger Sub under Section 7.6(c) of the Merger Agreement (the “Limited GuaranteeObligations) and (b) each of the Other Investors is executing and delivering ); provided, that notwithstanding anything to the Company a limited guarantee substantially identical contrary set forth herein, the maximum amount payable by the Guarantor under this Limited Guarantee shall not exceed $877,588.78 (the “Cap”), it being understood that this Limited Guarantee may not be enforced without giving effect to the Limited Guarantee (each, an “Other Limited Guarantee”) relating to certain payment obligations of HoldCo, Cap. The Company agrees that in the event that 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 Merger Agreement, including in the event HoldCo, Parent or Merger Sub breaches its obligations Obligations under the Merger Agreement and whether or not HoldCo’s, Parent’s or Merger Sub’s breach is caused by such Investor’s breach of the Company wishes to enforce its obligations rights under this letter agreementLimited Guarantee, except for claims the Company shall simultaneously attempt to enforce its rights under those certain guarantees dated the date hereof by Sterling Capital Partners, L.P., Sterling Capital Partners II, L.P., Citigroup Capital Partners II Cayman Holdings, L.P., Citigroup Capital Partners II Employee Master Fund, L.P., Citigroup Capital Partners II 2007 Citigroup Investment, L.P. and CGI CPE LLC (the “Other Guarantors”) in favor of the Company against such Investor pursuant Company. Notwithstanding anything to the contrary contained in this Limited Guarantee or any other document, the obligations of the Guarantor under this Agreement and in accordance with the Limited Guaranteeof any other parties under any other guarantees shall be several and not joint.

Appears in 1 contract

Samples: Educate Inc

Limited Guarantee. Concurrently with the execution and delivery of this letter agreement, (ai) the Investors Sponsors are executing and delivering to the Company a an amended and restated limited guarantee, dated on or around the date hereof, relating guarantee related to certain payment obligations of HoldCo, Parent and Merger Sub under the Merger Agreement (the “Limited Guarantee”) and (bii) each of the Other Investors Sponsors (except 51 Elevate Limited) and Recruit Holdings Co., Ltd. is executing and delivering to the Company a an amended and restated limited guarantee substantially identical to the Limited Guarantee (each, an “Other Limited Guarantee” and collectively, together with the Limited Guarantee, the “Limited Guarantees”) relating to certain payment obligations of HoldCo, Parent and Merger Sub under the Merger Agreement. The Other than as set forth herein (including without limitation, the rights of the Company pursuant to Section 4) or with respect to the Retained Claims (as defined in the Limited Guarantee), (a) the Company’s (i) remedies against each Investor and its successors and assigns the Sponsors 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) Guarantee shall be, and are intended to be, the sole and exclusive direct or indirect remedies available to the Company and the Guaranteed Party Group Related Persons (as defined in the Limited Guarantee) against such Investor the Sponsors or any of the Non-Recourse Parties (as defined in the Limited Guarantee) in respect of for any liabilitiesliability, lossesloss, damages, obligations damage or recoveries recovery 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, and whether at law, in equity, in contract, in tort equity or otherwise) arising under, out of or relating to or in connection with this letter agreement or the Merger Agreement Agreement, or of the failure of any of the transactions contemplated hereby or by the Merger Agreement any such agreement to be consummated for any reason or otherwise in connection with any of the transactions contemplated hereby and thereby or in respect of any other document or theory of law or in equity, or in respect of any written or oral representations made or alleged to have been made in connection herewith and therewith with any such agreement, whether at law, in equity, in contract, in tort or otherwise (whether or not HoldCo’s, Pxxxxx’s or Merger Sub’s breach is caused by the any Sponsor’s breach by such Investor of its obligations under this letter agreement). The ; and (b) the Company and the Guaranteed Party Group Related Persons (as defined in the Limited Guarantee) shall not have, and they are not intended to have, any right of recovery against such Investor the Sponsors 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 Merger Agreement, including in the event HoldCo, Parent or Merger Sub breaches its obligations under the Merger Agreement and whether or not HoldCo’s, Parent’s or Merger Sub’s breach is caused by such Investorany Sponsor’s breach of its obligations under this letter agreement, except for claims of the Company against such Investor the Sponsors pursuant to and in accordance with the Limited Guarantee.

Appears in 1 contract

Samples: Yan Rick

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Limited Guarantee. Concurrently In order to induce Parent to enter into this Agreement and for other good and valuable consideration, each of the WLES Members hereby irrevocably guarantees, on a joint and several basis, the payment of the obligations of the Seller Agreement Parties contained in this ARTICLE IX (the “Guaranteed Obligations”); it being agreed that without the prior written consent of Parent, the Seller Agreement Parties or the WLES Members shall not have a right to satisfy the Guaranteed Obligations from the Escrow Fund or pursuant to any set-off of any amounts payable under this Agreement, and the Parent Indemnified Parties shall not be required to seek recovery from the Escrow Fund or pursuant to any set-off of any amounts payable under this Agreement prior to seeking recovery from the WLES Members. Parent may, on behalf of the Parent Indemnified Parties, at its sole option, elect to assert a claim against the WLES Members with respect to the execution Guaranteed Obligations concurrently with or following the assertion of a claim against the Seller Agreement Parties; provided, that in no event shall the aggregate amount of the WLES Members’ liability under this section exceed the Merger Consideration, and delivery in no event shall the Parent Indemnified Parties be entitled to any payment hereunder to the extent that such payment would constitute a duplicative payment for the same Losses. In the event the Member is dissolved or is otherwise, for any reason, unable or unwilling to financially satisfy any or all of its indemnification obligations contained in ARTICLE IX, the WLES Members shall, or shall cause their Affiliates with a financial credit and assets equal or greater to than the Member as of immediately prior to the Closing Date, satisfy such obligations. Any payment by the WLES Members hereunder shall, for all purposes of Section 9.5, be deemed to be a payment by the Seller Agreement Parties in respect of Section 9.2(a). The WLES Members here by acknowledge that the validity of this letter agreementSection 9.9 shall not be affected or impaired by reason of any amendment, (a) the Investors are executing and delivering to the Company a limited guaranteewaiver, dated on indulgence, forbearance or around the date hereof, relating to certain payment obligations of HoldCo, other variance by Parent and or 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’sthis Agreement, 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 bankruptcy, insolvency, receivership or other such proceeding relating to the Non-Recourse Parties in respect of any liabilities or obligations arising out of or relating to, this letter agreement or the Merger Agreement, including in the event HoldCo, Parent or Merger Sub breaches its obligations under the Merger Seller Agreement and whether or not HoldCo’s, Parent’s or Merger Sub’s breach is caused by such Investor’s breach of its obligations under this letter agreement, except for claims of the Company against such Investor pursuant to and in accordance with the Limited GuaranteeParties.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Universal Business Payment Solutions Acquisition Corp)

Limited Guarantee. Concurrently with the execution and delivery of this letter agreement, (ai) the Investors are Sponsor is executing and delivering to the Company a an amended and restated limited guarantee, dated on or around the date hereof, relating guarantee related to certain payment obligations of HoldCo, Parent and Merger Sub under the Merger Agreement (the “Limited Guarantee”) and (bii) each of the Other Investors Sponsors and Recruit Holdings Co., Ltd. is executing and delivering to the Company a an amended and restated limited guarantee substantially identical to the Limited Guarantee (each, an “Other Limited Guarantee” and collectively, together with the Limited Guarantee, the “Limited Guarantees”) relating to certain payment obligations of HoldCo, Parent and Merger Sub under the Merger Agreement. The Other than as set forth herein (including without limitation, the rights of the Company pursuant to Section 4) or with respect to the Retained Claims (as defined in the Limited Guarantee), (a) the Company’s (i) remedies against each Investor and its successors and assigns the Sponsor 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) Guarantee shall be, and are intended to be, the sole and exclusive direct or indirect remedies available to the Company and the Guaranteed Party Group Related Persons (as defined in the Limited Guarantee) against such Investor the Sponsor or any of the Non-Recourse Parties (as defined in the Limited Guarantee) in respect of for any liabilitiesliability, lossesloss, damages, obligations damage or recoveries recovery 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, and whether at law, in equity, in contract, in tort equity or otherwise) arising under, out of or relating to or in connection with this letter agreement or the Merger Agreement Agreement, or of the failure of any of the transactions contemplated hereby or by the Merger Agreement any such agreement to be consummated for any reason or otherwise in connection with any of the transactions contemplated hereby and thereby or in respect of any other document or theory of law or in equity, or in respect of any written or oral representations made or alleged to have been made in connection herewith and therewith with any such agreement, whether at law, in equity, in contract, in tort or otherwise, (whether or not HoldCo’s, Pxxxxx’s or Merger Sub’s breach is caused by the Sponsor’s breach by such Investor of its obligations under this letter agreement). The ; and (b) the Company and the Guaranteed Party Group Related Persons (as defined in the Limited Guarantee) shall not have, and they are not intended to have, any right of recovery against such Investor the Sponsor 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 Merger Agreement, including in the event HoldCo, Parent or Merger Sub breaches its obligations under the Merger Agreement and whether or not HoldCo’s, Parent’s or Merger Sub’s breach is caused by such Investorthe Sponsor’s breach of its obligations under this letter agreement, except for claims of the Company against such Investor the Sponsor pursuant to and in accordance with the Limited Guarantee.

Appears in 1 contract

Samples: Yan Rick

Limited Guarantee. Concurrently with the execution and delivery of this letter agreement, (ai) the Investors are Sponsor is executing and delivering to the Company a limited guarantee, dated on or around the date hereof, relating guarantee related to certain payment obligations of HoldCo, Parent and Merger Sub under the Merger Agreement (the “Limited Guarantee”) and (bii) each of the Other Investors Sponsors and Recruit Holdings Co., Ltd. is executing and delivering to the Company a limited guarantee substantially identical to the Limited Guarantee (each, an “Other Limited Guarantee” and collectively, together with the Limited Guarantee, the “Limited Guarantees”) relating to certain payment obligations of HoldCo, Parent and Merger Sub under the Merger Agreement. The Other than as set forth herein (including without limitation, the rights of the Company pursuant to Section 4) or with respect to the Retained Claims (as defined in the Limited Guarantee), (a) the Company’s (i) remedies against each Investor and its successors and assigns the Sponsor 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) Guarantee shall be, and are intended to be, the sole and exclusive direct or indirect remedies available to the Company and the Guaranteed Party Group Related Persons (as defined in the Limited Guarantee) against such Investor the Sponsor or any of the Non-Recourse Parties (as defined in the Limited Guarantee) in respect of for any liabilitiesliability, lossesloss, damages, obligations damage or recoveries recovery 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, and whether at law, in equity, in contract, in tort equity or otherwise) arising under, out of or relating to or in connection with this letter agreement or the Merger Agreement Agreement, or of the failure of any of the transactions contemplated hereby or by the Merger Agreement any such agreement to be consummated for any reason or otherwise in connection with any of the transactions contemplated hereby and thereby or in respect of any other document or theory of law or in equity, or in respect of any written or oral representations made or alleged to have been made in connection herewith and therewith with any such agreement, whether at law, in equity, in contract, in tort or otherwise, (whether or not HoldCo’s, Pxxxxx’s or Merger Sub’s breach is caused by the Sponsor’s breach by such Investor of its obligations under this letter agreement). The ; and (b) the Company and the Guaranteed Party Group Related Persons (as defined in the Limited Guarantee) shall not have, and they are not intended to have, any right of recovery against such Investor the Sponsor 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 Merger Agreement, including in the event HoldCo, Parent or Merger Sub breaches its obligations under the Merger Agreement and whether or not HoldCo’s, Parent’s or Merger Sub’s breach is caused by such Investorthe Sponsor’s breach of its obligations under this letter agreement, except for claims of the Company against such Investor the Sponsor pursuant to and in accordance with the Limited Guarantee.

Appears in 1 contract

Samples: Merger Agreement (Yan Rick)

Limited Guarantee. Concurrently with the execution and delivery of this letter agreement, (a) the Investors are Sponsor is executing and delivering to the Company a an amended and restated limited guarantee, dated on or around the date hereof, relating guarantee related 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 Other than as set forth herein (including without limitation, the rights of the Company pursuant to Section 4) or with respect to the Retained Claims (as defined in the Limited Guarantee), (a) the Company’s (i) remedies against each Investor and its successors and assigns the Sponsor 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) Guarantee shall be, and are intended to be, the sole and exclusive (direct or indirect indirect) remedies available to the Company and the Guaranteed Party Group Related Persons (as defined in the Limited Guarantee) against such Investor the Sponsor or any of the Non-Recourse Parties (as defined in the Limited Guarantee) in respect of for any liabilitiesliability, lossesloss, damages, obligations damage or recoveries recovery 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, and whether at law, in equity, in contract, in tort equity or otherwise) arising under, out of or relating to or in connection with this letter agreement or the Merger Agreement Agreement, or of the failure of any of the transactions contemplated hereby or by the Merger Agreement any such agreement to be consummated for any reason or otherwise in connection with any of the transactions contemplated hereby and thereby or in respect of any other document or theory of law or in equity, or in respect of any written or oral representations made or alleged to have been made in connection herewith and therewith with any such agreement, whether at law, in equity, in contract, in tort or otherwise, (whether or not HoldCo’s, Pxxxxx’s or Merger Sub’s breach is caused by the Sponsor’s breach by such Investor of its obligations under this letter agreement). The ; and (b) the Company and the Guaranteed Party Group Related Persons (as defined in the Limited Guarantee) shall not have, and they are not intended to have, any right of recovery against such Investor the Sponsor 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 Merger Agreement, including in the event HoldCo, Parent or Merger Sub breaches its obligations under the Merger Agreement and whether or not HoldCo’s, Parent’s or Merger Sub’s breach is caused by such Investorthe Sponsor’s breach of its obligations under this letter agreement, except for claims of the Company against such Investor the Sponsor pursuant to and in accordance with the Limited Guarantee.

Appears in 1 contract

Samples: Advanced Technology (Cayman) LTD

Limited Guarantee. Concurrently with the execution and delivery of this letter agreement, (a) the Investors are Sponsor is executing and delivering to the Company a limited guarantee, dated on or around the date hereof, relating guarantee related 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 than with respect to the Company a limited guarantee substantially identical to Retained Claims (as defined in the Limited Guarantee), (a) the Company’s remedies against the Sponsor under the Limited Guarantee (each, an “Other Limited Guarantee”) relating to certain payment obligations as set forth in and in accordance with the terms 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 (whether at law or in equity, whether sounding in contract, tort, statute or otherwise) available to the Company and the Guaranteed Party Group Related Persons (as defined in the Limited Guarantee) against such Investor or any of the Sponsor and the Non-Recourse Parties (as defined in the Limited Guarantee) in respect of for any liabilitiesliability, lossesloss, damages, obligations damage or recoveries recovery 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, and whether at law, in equity, in contract, in tort equity or otherwise) arising under, out of or relating to or in connection with this letter agreement or the Merger Agreement Agreement, or of the failure of any of the transactions contemplated hereby or by the Merger Agreement any such agreement to be consummated for any reason or otherwise in connection with any of the transactions contemplated hereby and thereby or in respect of any other document or theory of law or in equity, or in respect of any written or oral representations made or alleged to have been made in connection herewith and therewith with any such agreement, whether at law, in equity, in contract, in tort or otherwise (whether or not HoldCo’s, PxxxxxParent’s or Merger Sub’s breach is caused by the Sponsor’s breach by such Investor of its obligations under this letter agreement). The ; and (b) the Company and the Guaranteed Party Group Related Persons shall not have, and they are not intended to have, any right of recovery against such Investor the Sponsors 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 Merger Agreement, including in the event HoldCo, Parent or Merger Sub breaches its obligations under the Merger Agreement and whether or not HoldCo’s, Parent’s or Merger Sub’s breach is caused by such Investorthe Sponsor’s breach of its obligations under this letter agreementletter, except for claims of the Company against such Investor the Sponsor pursuant to and in accordance with the Limited Guarantee.

Appears in 1 contract

Samples: Tang Liang

Limited Guarantee. Concurrently with In consideration of, and as an inducement to the execution Guaranteed Party entering into the Merger Agreement and delivery performing its obligations thereunder, the Guarantor, intending to be legally bound, hereby absolutely, irrevocably and unconditionally, guarantees to the Guaranteed Party, but only up to the Cap (as defined below), as primary obligor and not merely as surety, the due and punctual payment, performance and discharge of this letter agreementall liabilities and obligations of Parent and Merger Sub (or each of them) under the Merger Agreement, including, without limitation, all liabilities and obligations to pay or perform, or to provide adequate funds for the payment of (a) the Investors are executing Offer Price, on terms and delivering subject to the Company a limited guaranteeconditions set forth in the Merger Agreement, dated on or around for each of the date hereoftendered Shares pursuant to Section 1.1 of the Merger Agreement, relating (b) the Per Share Merger Consideration for each of the Excluded Shares pursuant to certain payment Sections 4.1 and 4.2 of the Merger Agreement, (c) any obligations of HoldCo, Parent and or Merger Sub under Section 6.5 of the Merger Agreement, (d) any liabilities or damages incurred or suffered by the Guaranteed Party as a result of the breach by the Parent or Merger Sub of any of their representations, warranties, covenants or other agreements under the Merger Agreement, including, but not limited to, any liabilities or damages arising or resulting from the termination of the Merger Agreement pursuant to Section 8.3(b), and (e) Parent’s and Merger Sub’s obligations pursuant to Sections 9.5(c) and (d) of the Merger Agreement to perform specifically the terms and provisions of the Merger Agreement to the extent such specific performance is found in a judicial determination (or a settlement tantamount thereto) to be required pursuant to the terms and conditions of the Merger Agreement or to pay monetary damages awarded in lieu of specific performance as completed under Section 9.5(d) of the Merger Agreement (collectively, the “Obligations”); provided, however, that the maximum aggregate liability of Guarantor hereunder shall not exceed an amount equal to $75,188,696 (the “Cap”), it being understood that in no event shall this Limited Guarantee”Guarantee be enforced without giving effect to the Cap. This Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor and its successors and assigns until all of the Obligations have been satisfied in full; provided, however, that the obligation of Guarantor pursuant to this Limited Guarantee shall terminate and be of no further force or effect immediately upon the earlier of (a) and the Effective Time, (b) each the termination of the Other Investors is executing Merger Agreement in accordance with its terms other than a termination pursuant to Sections 8.2, 8.3(b) or 8.3(c) thereof, and delivering (c) 180 days after a termination of the Merger Agreement pursuant to Sections 8.2, 8.3(b) or 8.3(c) thereof, unless prior to the Company termination pursuant to Sections 8.2, 8.3(b) or 8.3(c) or the end of the 180 day period referred to in this clause (c), the Guaranteed Party shall have commenced a limited guarantee substantially identical legal proceeding alleging amounts payable by the Guarantor to the Guaranteed Party under this Limited Guarantee (each, an “Other Limited Guarantee”) relating to certain payment obligations of HoldCo, or payable by the Parent and or Merger Sub under the Merger Agreement. The Company’s , in which case this Limited Guarantee shall terminate upon either (i) remedies against each Investor a final, non-appealable resolution of such legal proceeding and its successors and assigns under payment of the Limited GuaranteeObligations (subject to the Cap), if applicable or (ii) remedies against HoldCo, Parent and Merger Sub and their respective successors and assigns under a written agreement signed by each of 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 parties hereto terminating this Limited Guarantee) against such Investor . All payments hereunder shall be made in lawful money of the United States, in immediately available funds. This Limited Guarantee is an absolute, unconditional, irrevocable and continuing (irrespective of any modification, amendment or waiver of 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 consent to departure 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 Equity Financing Commitment that may be agreed to 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 Merger Agreement, including in the event HoldCo, Parent or Merger Sub breaches its obligations under as further described in Section 2 below) guarantee of the Merger Agreement full and whether or punctual payment and performance of the Obligations (subject, in all respects, to the Cap). Without limiting the foregoing, this Limited Guarantee is a guarantee of payment and not HoldCo’s, Parent’s of collection and in no way conditioned upon any requirement that the Guaranteed Party first attempt to collect the Obligations from the Parent or Merger Sub’s breach is caused by such Investor’s breach Sub or resort to any security or other means of its obligations under this letter agreement, except for claims collecting payment. Should the Parent or Merger Sub default in the payment or performance of any of the Company against Obligations, the Guarantor’s obligations hereunder shall become immediately due and payable to the Guaranteed Party. In addition, the Guaranteed Party shall not be obligated to file any claim relating to the Obligations in the event that Parent or Merger Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect Guarantor’s obligations hereunder. In the event that any payment hereunder is rescinded or must otherwise be returned for any reason whatsoever, Guarantor shall remain liable hereunder as if such Investor pursuant payment had not been made. Subject to and in accordance with furtherance of the Limited Guaranteeforegoing, the Guarantor acknowledges that the Guaranteed Party may, in its sole discretion, bring and prosecute a separate action or actions against the Guarantor for the full amount of the Obligations (subject to the Cap).

Appears in 1 contract

Samples: Limited Guarantee (Matrixx Initiatives Inc)

Limited Guarantee. Concurrently with the execution and delivery of this letter agreement, (ai) the Investors Sponsors are executing and delivering to the Company a limited guarantee, dated on or around the date hereof, relating guarantee related to certain payment obligations of HoldCo, Parent and Merger Sub under the Merger Agreement (the “Limited Guarantee”) and (bii) each of the Other Investors Sponsors (except 51 Elevate Limited) and Recruit Holdings Co., Ltd. is executing and delivering to the Company a limited guarantee substantially identical to the Limited Guarantee (each, an “Other Limited Guarantee” and collectively, together with the Limited Guarantee, the “Limited Guarantees”) relating to certain payment obligations of HoldCo, Parent and Merger Sub under the Merger Agreement. The Other than as set forth herein (including without limitation, the rights of the Company pursuant to Section 4) or with respect to the Retained Claims (as defined in the Limited Guarantee), (a) the Company’s (i) remedies against each Investor and its successors and assigns the Sponsors 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) Guarantee shall be, and are intended to be, the sole and exclusive direct or indirect remedies available to the Company and the Guaranteed Party Group Related Persons (as defined in the Limited Guarantee) against such Investor the Sponsors or any of the Non-Recourse Parties (as defined in the Limited Guarantee) in respect of for any liabilitiesliability, lossesloss, damages, obligations damage or recoveries recovery 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, and whether at law, in equity, in contract, in tort equity or otherwise) arising under, out of or relating to or in connection with this letter agreement or the Merger Agreement Agreement, or of the failure of any of the transactions contemplated hereby or by the Merger Agreement any such agreement to be consummated for any reason or otherwise in connection with any of the transactions contemplated hereby and thereby or in respect of any other document or theory of law or in equity, or in respect of any written or oral representations made or alleged to have been made in connection herewith and therewith with any such agreement, whether at law, in equity, in contract, in tort or otherwise (whether or not HoldCo’s, Pxxxxx’s or Merger Sub’s breach is caused by the any Sponsor’s breach by such Investor of its obligations under this letter agreement). The ; and (b) the Company and the Guaranteed Party Group Related Persons (as defined in the Limited Guarantee) shall not have, and they are not intended to have, any right of recovery against such Investor the Sponsors 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 Merger Agreement, including in the event HoldCo, Parent or Merger Sub breaches its obligations under the Merger Agreement and whether or not HoldCo’s, Parent’s or Merger Sub’s breach is caused by such Investorany Sponsor’s breach of its obligations under this letter agreement, except for claims of the Company against such Investor the Sponsors pursuant to and in accordance with the Limited Guarantee.

Appears in 1 contract

Samples: Merger Agreement (Yan Rick)

Limited Guarantee. Concurrently with the execution and delivery of this letter agreement, (a) the Investors are Other Sponsor is executing and delivering to the Company a an amended and restated limited guarantee, dated on or around the date hereof, relating guarantee related 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 Other than as set forth herein (including without limitation, the rights of the Company pursuant to Section 4) or with respect to the Retained Claims (as defined in the Limited Guarantee), (a) the Company’s (i) remedies against each Investor and its successors and assigns the Other Sponsor 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) Guarantee shall be, and are intended to be, the sole and exclusive (direct or indirect indirect) remedies available to the Company and the Guaranteed Party Group Related Persons (as defined in the Limited Guarantee) against such Investor the Sponsor or any of the Non-Recourse Parties (as defined in the Limited Guarantee) in respect of for any liabilitiesliability, lossesloss, damages, obligations damage or recoveries recovery 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, and whether at law, in equity, in contract, in tort equity or otherwise) arising under, out of or relating to or in connection with this letter agreement or the Merger Agreement Agreement, or of the failure of any of the transactions contemplated hereby or by the Merger Agreement any such agreement to be consummated for any reason or otherwise in connection with any of the transactions contemplated hereby and thereby or in respect of any other document or theory of law or in equity, or in respect of any written or oral representations made or alleged to have been made in connection herewith and therewith with any such agreement, whether at law, in equity, in contract, in tort or otherwise, (whether or not HoldCo’s, Pxxxxx’s or Merger Sub’s breach is caused by the Sponsor’s breach by such Investor of its obligations under this letter agreement). The ; and (b) the Company and the Guaranteed Party Group Related Persons (as defined in the Limited Guarantee) shall not have, and they are not intended to have, any right of recovery against such Investor the Sponsor 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 Merger Agreement, including in the event HoldCo, Parent or Merger Sub breaches its obligations under the Merger Agreement and whether or not HoldCo’s, Parent’s or Merger Sub’s breach is caused by such Investorthe Sponsor’s breach of its obligations under this letter agreement, except for claims of the Company against such Investor the Other Sponsor pursuant to and in accordance with the Limited Guarantee.

Appears in 1 contract

Samples: Advanced Technology (Cayman) LTD

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