PURCHASER’S GUARANTOR. The Purchaser’s Guarantor hereby guarantees by way of an independent promise of guarantee pursuant to section 311 (1) BGB (selbständiges Garantieversprechen i.S.d. § 311 Abs. 1 BGB) the proper fulfillment of all of the obligations of the Purchaser and the Shareholder Loans Purchaser pursuant to this Agreement, in particular, but not limited to, the payment of the Preliminary Purchase Price on the Closing Date.
PURCHASER’S GUARANTOR. The Purchaser’s Guarantor hereby guarantees by way of an independent promise of guaranty pursuant to Section 311 para. 1 of the German Civil Code the proper fulfillment of all of the obligations of the Purchaser pursuant to this Agreement, in particular, but not limited to, the payment of the Purchase Price together with interest on the Closing Date.
PURCHASER’S GUARANTOR. 20 14 TERMINATION..............................................................................................20 15 AMENDMENT................................................................................................21 16 WAIVER...................................................................................................21 17 RELIEF...................................................................................................21 18 WARRANTOR'S OBLIGATIONS..................................................................................21 18.1 Guarantee......................................................................................21 18.2 Indemnity......................................................................................22 18.3 Guarantee not to be affected...................................................................22 18.4 Continuing guarantee...........................................................................22 18.5 No competition.................................................................................22 18.6 Guarantee in addition to other rights of the Purchaser.........................................22 18.7 Representations by the Warrantor...............................................................23
PURCHASER’S GUARANTOR. 9.1.1 Purchaser’s Guarantor hereby irrevocably guarantees to Seller the obligation of the Company to pay the Guaranteed Payment Amount in accordance with Section 2.5.2. This guaranty may be enforced for money damages only. In no event shall Purchaser’s Guarantor’s aggregate liability under this Section 9 exceed an amount equal to the Guaranteed Payment Amount minus any portion of the Guaranteed Payment Amount previously paid to Seller. Purchaser’s Guarantor hereby waives any rights it may have to require Seller to proceed first against or claim payment from the Company.
PURCHASER’S GUARANTOR. 10.1 The Purchasers’ Guarantor hereby unconditionally and irrevocably guarantees to each Seller and the AMS04 SPV Seller the full, due and punctual performance by each Purchaser and by each member of the Purchasers’ Group of their respective obligations under: (A) in the case of any Purchaser, this Agreement and any other Share Purchase Document to which that Purchaser is a party; and
PURCHASER’S GUARANTOR. 12.1 The Purchaser’s Guarantor irrevocably and unconditionally guarantees to the Seller and the Seller’s Guarantor the due and punctual performance of each obligation of the Purchaser contained in this Agreement and the other Transaction Documents. The Purchaser’s Guarantor shall pay to the Seller or the Seller’s Guarantor (as the case may be) from time to time on demand any sum of money which the Purchaser is at any time liable to pay to the Seller or the Seller’s Guarantor (as the case may be) under or pursuant to this Agreement or the other Transaction Documents and which has not been paid at the time the demand is made. The Purchaser’s Guarantor’s obligations under this clause 12 are primary obligations and not those of a mere surety.
PURCHASER’S GUARANTOR. Purchaser's Guarantor herewith irrevocably and unconditionally guarantees within the meaning of a guarantee pursuant to Section 311 para. (1) BGB that Purchaser will fulfill its obligations under this Agreement and under the articles of association of the Purchaser (the "Purchaser's Obligations") and that Bucyrus Holdings GmbH will fulfill its obligations under the Forward Purchase Agreement and the Shareholders' Agreement. The guarantee set forth in this Section 11.3 is a continuing guarantee and shall remain in force and effect until the Purchaser has performed and discharged all of the Purchaser's Obligations and Bucyrus Holdings GmbH has performed and discharged all of its obligations under the Forward Purchase Agreement and the Shareholders' Agreement. Such guarantee shall be for the benefit of HT within the meaning of Section 328 BGB (echter Vertrag zugunsten Dritter) to the extent it relates to the obligations of Bucyrus Holdings GmbH under the Forward Purchase Agreement and the Shareholders' Agreement and to the obligations of the Purchaser under the articles of association of the Purchaser.
PURCHASER’S GUARANTOR. 72 14. Non-compete; Non-solicitation........................................ 72 14.1 Non-compete.......................................................... 72 14.2
PURCHASER’S GUARANTOR. The Purchaser's Guarantor hereby irrevocably guarantees by way of an independent promise of guarantee pursuant to section 311 para. 1 BGB (selbstandiges Garantieversprechen) to the Sellers any and all obligations of the Purchaser with respect to the full payment of the Final Purchase Price and the extension fee as set forth in Section 6.5.3, under and in connection with this Agreement. Insofar as is necessary, the Guarantor shall be jointly and severally liable (gesamtschuldnerische Haftung) for any and all such obligations of the Purchaser under and in connection with this Agreement.
PURCHASER’S GUARANTOR. If Purchaser assigns its rights and obligations under this Agreement to its subsidiary before Closing, Purchaser shall sign a guarantee in the form of Schedule J on the date of this Agreement.
