Purchaser Guarantee Clause Samples

Purchaser Guarantee. Purchaser hereby guarantees the due performance of any and all obligations and liabilities of Merger Sub under or arising out of this Agreement and the transactions contemplated hereby.

Purchaser Guarantee. 22.1 In consideration of the Sellers agreeing to sell the Shares to the Purchasers on the terms set out in this Agreement and the Share Purchase Documents, the Purchaser Guarantor hereby unconditionally and irrevocably guarantees to the Sellers the due and punctual performance and observance by the Purchasers and, after Completion, any member of the Group, of all of their obligations, commitments and undertakings under or pursuant to this Agreement and the Share Purchase Documents (including its liabilities to pay any monies under this Agreement and/or the Share Purchase Documents) and agrees to indemnify the Sellers and any of the Sellers’ Indemnified Persons in respect of any breach by the Purchasers or any member of the Group (after Completion) of any of their obligations, commitments and undertakings under or pursuant to this Agreement and the Share Purchase Documents. The liability of the Purchaser Guarantor under this Agreement and the Share Purchase Documents shall not be released or diminished by any variation of the terms of this Agreement or any other Share Purchase Document (whether or not agreed by the Purchaser Guarantor), any forbearance, neglect or delay in seeking performance of the obligations hereby imposed or any granting of time for such performance. 22.2 If and whenever any Purchaser or, after Completion, any member of the Group, defaults for any reason whatsoever in the performance of any obligation, commitment or undertaking undertaken or expressed to be undertaken under or pursuant to this Agreement or any other Share Purchase Document, the Purchaser Guarantor shall forthwith upon demand unconditionally perform (or procure performance of) and satisfy (or procure satisfaction of) the obligation, commitment or undertaking in regard to which such default has been made in the manner prescribed by this Agreement or any of the Share Purchase Documents or any other document referred to in it or them and so that the same benefits shall be conferred on the Sellers as would have been received if such obligation, commitment or undertaking had been duly performed and satisfied by the Purchasers or, after Completion, the relevant member of the Group. 22.3 This guarantee is to be a continuing guarantee and, accordingly, is to remain in force until all of the obligations of the Purchasers and/or, after Completion, the members of the Group under this Agreement and/or any of the Share Purchase Documents shall have been performed or satisfied, regard...

Purchaser Guarantee. If required by the lessor of the Leased Premises as a condition of granting a consent to the assignment of lease and estoppel agreement in a form reasonably satisfactory to Purchaser, Purchaser shall guarantee the respective Real Property Lease provided that said guarantee shall not take effect until the Closing Date. Purchaser shall use commercially reasonable efforts to have Seller and its Affiliates released from all guarantees with respect to the Real Property Lease on or before Closing to be effective at Closing and, if reasonably required, shall substitute or replace any security arrangements that Seller or its Affiliates have with such lessor including, but not limited to, the provision of replacement deposits and letters of credit. Commercially reasonable efforts shall include but not be limited to Purchaser offering a replacement of such guarantee, deposit or other security.

Purchaser Guarantee. Concurrently with the execution of this Agreement, Purchaser Guarantor has delivered to Seller a true, accurate and complete copy of the Purchaser Guarantee, dated as of the date hereof, in favor of Seller. The Purchaser Guarantee is in full force and effect and has not been amended or modified. The Purchaser Guarantee is a (a) legal, valid and binding obligation of the Purchaser Guarantor and each of the other parties thereto and (b) enforceable in accordance with its respective terms against the Purchaser Guarantor and each of the other parties thereto except as such enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). There is no default under the Purchaser Guarantee by the Purchaser Guarantor, and no event has occurred or circumstance exists which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach thereunder by the Purchaser Guarantor.

Purchaser Guarantee. The Purchaser Guarantor hereby unconditionally and irrevocably guarantees to the Seller the performance of each of the obligations and the undertakings of the Purchaser under this Agreement when and to the extent the same are required to be performed and subject to all of the terms and conditions hereof. If the Purchaser shall fail to perform any obligation or undertaking under this Agreement when and to the extent the same is required to be performed, the Purchaser Guarantor will upon written demand from the Seller forthwith perform or cause to be performed such obligation or undertaking, as the case may be. The obligations of the Purchaser Guarantor under this guaranty are absolute and unconditional, are not subject to any counterclaim, set off, deduction, abatement or defense based upon any claim the Purchaser Guarantor may have against the Seller (except for any of the foregoing that the Purchaser may have against the Seller under the terms of this Agreement), and shall remain in full force and effect without regard to (a) any insolvency, bankruptcy, dissolution, liquidation, reorganization or the like of the Purchaser at or prior to the Closing, or (b) any assignment by the Purchaser of its rights and obligations under this Agreement to a wholly-owned subsidiary of the Purchaser or the Purchaser Guarantor.

Purchaser Guarantee. The Purchaser Guarantee shall be in full force and effect and enforceable in accordance with its terms.

Purchaser Guarantee. Parent hereby unconditionally and irrevocably guarantees in favour of the Company the due and punctual performance by the Purchaser of each and every covenant and obligation of the Purchaser arising under this Agreement and the Arrangement, including, without limitation, the due and punctual payment of the consideration required to acquire the Company Shares pursuant to the Arrangement and the due and punctual payment of any indemnity payable by the Purchaser hereunder and agrees to be liable for all guaranteed obligations as if it were the principal obligor of such obligations, subject to the qualifications and limitations set forth in this Agreement, including those related to liquidated damages. Parent hereby agrees that the Company will not have to proceed first against the Purchaser before exercising its rights under this guarantee against Parent.

Purchaser Guarantee. Notwithstanding anything to the contrary in this Agreement or any of the Ancillary Documents, Purchaser (a) agrees to use reasonable best efforts to take all actions necessary to cause Pubco and each of the Merger Subs, as applicable, to perform all of their respective agreements, covenants and obligations under this Agreement and each of the Ancillary Documents to which such entity is a party, (b) unconditionally guarantees to the Company the full and complete performance by Pubco and each of the Merger Subs, as applicable, of their respective agreements, covenants and obligations under this Agreement and each of the Ancillary Documents to which such entity is a party and (c) shall be liable for any breach of any representation, warranty, covenant or obligation of Pubco and each of the Merger Subs, as applicable, under this Agreement as provided herein and each of the Ancillary Documents.

Purchaser Guarantee. 39 24. Authority.....................................................39 25. Waiver........................................................40