Parent Guarantee. Parent hereby unconditionally and irrevocably guarantees the full and prompt performance by Seller of all of its obligations under this Agreement.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Interco Inc), Stock Purchase Agreement (Armstrong World Industries Inc)
Parent Guarantee. Parent hereby unconditionally absolutely, irrevocably and irrevocably unconditionally, guarantees to Sellers the full and prompt performance by Seller of all obligations of its obligations Buyer under this AgreementAgreement or any Related Document.
Appears in 2 contracts
Sources: Stock and Asset Purchase Agreement (Sonic Foundry Inc), Stock and Asset Purchase Agreement (Sonic Foundry Inc)
Parent Guarantee. Parent hereby irrevocably and unconditionally guarantees each and irrevocably guarantees the full and prompt performance by Seller every obligation of all of its obligations Purchaser under this AgreementAgreement and the Offer Documents (the “Guarantee”). Parent and Purchaser, and following the Offer Closing, and the Company, shall not assert any position challenging the legal, valid and binding obligation of Parent with respect to the Guarantee, or the enforceability of the Guarantee in accordance with its terms for the benefit of the Company Stockholders.
Appears in 2 contracts
Sources: Transaction Agreement (Schneider Electric Sa), Transaction Agreement (Telvent Git S A)
Parent Guarantee. Parent hereby unconditionally guarantees to Sellers (and irrevocably guarantees their Affiliates) the full payment of any obligation of Purchaser hereunder, including, but not limited to, all Initial Assumed Liabilities and prompt performance by Seller of all of its obligations under this AgreementLicense-Related Assumed Liabilities.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Metrocall Holdings Inc), Asset Purchase Agreement (Leucadia National Corp)
Parent Guarantee. Parent hereby unconditionally and irrevocably guarantees the full and prompt performance when due by Seller Purchaser of all of its Purchaser's obligations under this Agreement.
Appears in 1 contract
Sources: Stock Purchase Agreement (Standard Microsystems Corp)
Parent Guarantee. Parent hereby unconditionally and irrevocably guarantees the full and prompt performance by obligations, including the indemnification obligations, of Seller of all of its obligations under this Agreement.
Appears in 1 contract
Parent Guarantee. Parent hereby unconditionally and irrevocably guarantees to Seller the full and prompt payment and performance by Seller of all obligations of its obligations Buyer under this Agreement. If Buyer fails to pay or perform any such obligation when due, Parent shall, upon written demand by Seller, promptly pay or perform such obligation.
Appears in 1 contract
Sources: Asset Purchase Agreement (GameSquare Holdings, Inc.)
Parent Guarantee. Parent hereby unconditionally and irrevocably guarantees the full obligations of Buyer to the Sellers under (and prompt performance by Seller subject to) the terms of all of its obligations under this Agreement.
Appears in 1 contract
Sources: Stock Purchase Agreement (SMTC Corp)
Parent Guarantee. Parent hereby unconditionally and irrevocably guarantees the full and prompt performance by agrees to cause each Seller of all of to fulfill its obligations under this Agreement.
Appears in 1 contract
Parent Guarantee. Parent hereby irrevocably and unconditionally and irrevocably guarantees the full payment and prompt performance by Seller of all obligations of the Buyer and its obligations under permitted assigns set forth in this Agreement, including the payment of all amounts due to the Seller as provided herein in accordance with the terms of this Agreement.
Appears in 1 contract
Parent Guarantee. Parent hereby irrevocably and unconditionally and irrevocably guarantees the full payment and prompt performance by Seller of all obligations of its obligations under Purchaser and Merger Sub set forth in this Agreement, including the payment of all amounts due to the Equityholders as provided herein in accordance with the terms of this Agreement, the Option Cancellation Agreements and the Escrow Agreement.
Appears in 1 contract
Parent Guarantee. The Parent hereby unconditionally and irrevocably guarantees the full and prompt performance by Seller of all of its the obligations under of the Purchaser contained in this AgreementAgreement or in any other agreement, certificate or instrument executed and delivered pursuant to this Agreement (the “Purchaser’s Obligations”). The Parent agrees that the Company is entitled to pursue the performance of any the Purchaser’s Obligations directly against the Parent pursuant to the foregoing guarantee without having to commence any enforcement proceedings against the Purchaser.
Appears in 1 contract
Sources: Arrangement Agreement
Parent Guarantee. Parent hereby unconditionally and irrevocably guarantees the full and prompt performance by Seller of all of its Buyer's obligations under this AgreementAgreement in accordance with the Guarantee set forth on Exhibit D hereto.
Appears in 1 contract
Parent Guarantee. The Parent hereby unconditionally and irrevocably guarantees to the Buyer the full and prompt complete performance by the Seller of all the Seller’s obligations under this Agreement and shall be liable to the same extent as the Seller for any breach by the Seller of any such obligation. This guarantee is intended to be primary, and therefore the Parent hereby waives diligence, presentment, demand of performance, filing of any claim, protest, or notice in connection with the performance of its obligations under set forth in this Agreementparagraph.
Appears in 1 contract
Parent Guarantee. Parent hereby unconditionally guarantees, and irrevocably guarantees agrees to be jointly and severally liable for, the full and prompt performance and payment of any obligations incurred by Seller of all of its obligations under Buyer pursuant to this AgreementAgreement and the Ancillary Agreements.
Appears in 1 contract
Parent Guarantee. Parent hereby unconditionally guarantees performance and irrevocably guarantees the full and prompt performance by Seller payment of all obligations of its obligations Purchaser under this Agreement.
Appears in 1 contract
Sources: Asset Purchase Agreement (TriState Capital Holdings, Inc.)
Parent Guarantee. Parent hereby irrevocably and unconditionally guarantees, as a primary obligor and irrevocably guarantees the full and prompt performance by Seller of not merely as a surety, all of its the obligations of Buyer under this Agreement, including but not limited to Buyer’s obligations to pay the Purchase Price, any adjustment to the Purchase Price and any indemnification obligations of Buyer.
Appears in 1 contract
Sources: Stock Purchase Agreement (Westell Technologies Inc)
Parent Guarantee. For good and valuable consideration, and as a material inducement to Buyer to enter into and consummate the transactions contemplated by this Agreement and the other Transaction Documents, Parent hereby unconditionally and irrevocably guarantees to Buyer the full prompt performance, payment, and prompt performance by discharge of each obligation of Seller of all of its obligations under this Agreement, including without limitation under Article IX.
Appears in 1 contract
Sources: Asset Purchase Agreement (Salem Media Group, Inc. /De/)
Parent Guarantee. Parent hereby unconditionally and irrevocably guarantees to the full and prompt Vendor the performance by Seller the Purchaser and its Affiliates of all their obligations in respect of its obligations under this AgreementAgreement and the Other Transaction Documents.
Appears in 1 contract
Parent Guarantee. Parent hereby unconditionally and irrevocably guarantees to Buyer the full payment and prompt performance by Seller of all of its the obligations of Seller (and each Seller individually) under this Agreement, including without limitation under Article IX hereof.
Appears in 1 contract
Sources: Asset Purchase Agreement (Rollins Truck Leasing Corp)
Parent Guarantee. Parent hereby unconditionally and irrevocably ---------------- guarantees in full the full and prompt performance by Seller of all of its their respective obligations under this AgreementAgreement and any exhibits hereto.
Appears in 1 contract