Rentech Parent Guarantee Clause Samples

Rentech Parent Guarantee. To induce Graanul to enter into this Agreement, Rentech Parent absolutely, unconditionally and irrevocably guarantees to Graanul (and its successors and assignees) the due and punctual payment and performance of any and all obligations of Rentech and any other Affiliate of Rentech Parent that becomes a Member under this Agreement (and their successors and transferees), provided that such obligations are subject to any limitations and conditions thereon set forth in this Agreement (“Rentech Obligations”). A separate action or actions may be brought and prosecuted against Rentech Parent to enforce this Section 9.25.1, but only from and after such time as Rentech, such Affiliates (or any of their successors or transferees) has breached or failed to perform their applicable Rentech Obligations. Rentech Parent reserves the right to assert any and all defenses which Rentech, such Affiliates (or any of their successors or transferees) may have to payment or performance of any Rentech Obligations. For the avoidance of doubt, Rentech Parent’s guarantee undertaking under this Section 9.25.1 shall be in addition to Rentech Parent’s other separate and independent obligations and liabilities to Graanul (and its successors and transferees) under Section 3.8, Section 6.6, Section 6.7, Section 6.10 and Article 7. For the avoidance of doubt, Rentech Parent’s guarantee undertaking and other undertakings under this Agreement shall remain valid and binding (a) in respect of Graanul and any and all of its Affiliates who will become Members of the Company as a result of any Transfer after the date hereof in accordance with this Agreement; and (b) shall secure the due and punctual payment and performance of any and all obligations of Rentech’s successors and transferees who will become Members after the date hereof (to the extent such obligations are Rentech Obligations). Rentech Parent’s guarantee undertaking under this Section 9.25.1 shall terminate upon the Transfer of all of Rentech’s direct or indirect Interest in the Company to a third Person but only provided that Rentech Parent ceases to be a direct or indirect holder of any Interest in the Company and such Transfer has been made (i) in accordance with the second sentence of Section 7.1.1 and (ii) in accordance with the other terms and conditions of this Agreement.