Performance Guaranty. Parent hereby guarantees the due, prompt and faithful performance and discharge by, and compliance with, all of the obligations, covenants, terms, conditions and undertakings of Purchaser under this Agreement in accordance with the terms hereof, including any such obligations, covenants, terms, conditions and undertakings that are required to be performed discharged or complied with following the Effective Time.
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Prevail Therapeutics Inc.), Agreement and Plan of Merger (Provention Bio, Inc.), Agreement and Plan of Merger (Sanofi-Aventis)
Performance Guaranty. Parent hereby guarantees the due, prompt and faithful performance and discharge by, and compliance with, all of the obligations, obligations covenants, terms, conditions and undertakings of Purchaser each of the Buyer Parties under this Agreement agreement in accordance with the terms hereof, hereof including any such obligations, covenants, terms, conditions and undertakings that are required to be performed discharged or complied with following the Merger Effective Time.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Astrazeneca PLC), Agreement and Plan of Merger (Medimmune Inc /De), Agreement and Plan of Merger (Dendrite International Inc)
Performance Guaranty. Parent hereby guarantees the due, prompt and faithful performance and discharge by, and compliance with, all of the obligations, obligations covenants, terms, conditions and undertakings of Purchaser each of the Buyer Parties under this Agreement agreement in accordance with the terms hereof, of this Agreement including any such obligations, covenants, terms, conditions and undertakings that are required to be performed performed, discharged or complied with following the Merger Effective Time.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Alleghany Corp /De), Agreement and Plan of Merger (Darwin Professional Underwriters Inc), Agreement and Plan of Merger (Allied World Assurance Co Holdings LTD)
Performance Guaranty. Parent hereby guarantees the due, prompt and faithful performance and discharge by, and compliance with, all of the obligations, covenants, terms, conditions and undertakings of Purchaser Buyer under this Agreement in accordance with the terms terms, and subject to the conditions, hereof, including any such obligations, covenants, terms, conditions and undertakings that are required to be performed discharged or complied with following the Effective TimeClosing.
Appears in 2 contracts
Samples: Purchase Agreement (Wright Medical Group N.V.), Purchase Agreement (Stryker Corp)
Performance Guaranty. Parent hereby guarantees the due, prompt and faithful performance and discharge byby Purchaser of, and the compliance by Purchaser with, all of the obligations, covenants, termsagreements, conditions obligations and undertakings of Purchaser under this Agreement in accordance with the terms hereofof this Agreement, including any and covenants and agrees to take all actions necessary or advisable to ensure such obligations, covenants, terms, conditions performance and undertakings that are required to be performed discharged or complied with following the Effective Time.discharge by Purchaser hereunder. [Signature Page Follows]
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mgi Pharma Inc), Agreement and Plan of Merger (Buca Inc /Mn)
Performance Guaranty. Parent hereby guarantees the due, prompt and faithful performance and discharge by, and compliance with, all of the obligations, covenants, terms, conditions and undertakings of Purchaser under this Agreement in accordance with the terms hereof, including any such obligations, covenants, terms, conditions and undertakings that are required to be performed discharged or complied with following the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (CNL Retirement Properties Inc), Agreement and Plan of Merger (Health Care Property Investors Inc)
Performance Guaranty. Parent hereby guarantees the due, prompt and faithful performance and discharge by, and compliance with, all of the obligations, obligations covenants, terms, conditions and undertakings of Purchaser under this Agreement agreement in accordance with the terms hereof, hereof including any such obligations, covenants, terms, conditions and undertakings that are required to be performed discharged or complied with following the Effective Timewith.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Glaxosmithkline PLC), Agreement and Plan of Merger (Sirtris Pharmaceuticals, Inc.)
Performance Guaranty. Parent hereby guarantees the due, prompt and faithful performance and discharge by, and compliance with, all of the obligations, obligations covenants, terms, conditions and undertakings of Purchaser under this Agreement in accordance with the terms hereof, hereof including any such obligations, covenants, terms, conditions and undertakings that are required to be performed performed, discharged or complied with following the Merger Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Accredited Home Lenders Holding Co)
Performance Guaranty. Parent hereby guarantees the due, prompt and faithful performance and discharge by, and compliance with, all of the obligations, covenants, terms, conditions and undertakings of Purchaser and each of Parent’s and Purchaser’s respective successors and assigns under this Agreement in accordance with the terms hereof, including any such obligations, covenants, terms, conditions and undertakings hereof that are required to be performed performed, discharged or complied with following at or prior to the Effective Time.. 91
Appears in 1 contract
Performance Guaranty. Parent hereby guarantees the due, prompt and faithful performance and discharge by, and compliance with, all of the obligations, obligations covenants, terms, conditions and undertakings of Purchaser each of the Buyer Parties under this Agreement agreement in accordance with the terms hereof, hereof including any such obligations, covenants, terms, conditions and undertakings that are required to be performed discharged or complied with following the Company Merger Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Highland Hospitality Corp)
Performance Guaranty. Parent hereby guarantees the due, prompt and faithful performance and discharge by, and compliance with, all of the obligations, obligations covenants, terms, conditions and undertakings of Purchaser and the Surviving Corporation under this Agreement in accordance with the terms hereof, including any such obligations, covenants, terms, conditions and undertakings that are required to be performed discharged or complied with following the Effective Control Time.
Appears in 1 contract
Performance Guaranty. Parent hereby guarantees the due, prompt and faithful performance and discharge by, and compliance with, all of the obligations, covenants, agreements, terms, conditions and undertakings of Purchaser under this Agreement in accordance with the terms hereof, including any such obligations, covenants, agreements, terms, conditions and undertakings that are required to be performed performed, discharged or complied with following the Effective TimeClosing by Purchaser. Parent hereby makes the representations and warranties in Section 4.01, Section 4.02, Section 4.03 and Section 4.04 of this Agreement, mutatis mutandis.
Appears in 1 contract
