Seller Guarantee. Seller Guarantor does hereby covenant and agree that it shall cause Seller to comply with all of its obligations under this Agreement. In such regard, Seller Guarantor unconditionally and irrevocably guarantees and agrees to jointly and severally liable with the Seller for, the due and punctual performance of all obligations, covenants and indemnities of the Seller arising under this Agreement, upon the terms and subject to the conditions of this Agreement. The liability of Seller Guarantor under this section will be for the full amount of the obligations without apportionment, limitation or restriction of any kind, will be continuing, absolute and unconditional and will not be affected by any applicable law, or any other act, delay, abstention or omission to act of any kind by the Buyer or the Seller any other person, that might constitute a legal or equitable defence to or a discharge, limitation or reduction of Seller Guarantor's obligations under this section. The liability of Seller Guarantor under this section will not be released, discharged, limited or in any way affected by anything done, suffered, permitted or omitted to be done by the Seller or the Buyer in connection with any duties, obligations or liabilities of the Seller or Seller Guarantor or to the Buyer. The Buyer or Buyer Guarantor will not be bound or obligated to exhaust its recourse against the Seller or other persons or take any other action before being entitled to demand payment from Seller Guarantor hereunder.
Seller Guarantee. In consideration of the Purchaser entering into this Agreement at the request of the Guarantor, the Guarantor:
Seller Guarantee. Seller Guarantor hereby absolutely, unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, to the Purchaser the due and punctual performance and observance of, and compliance with, all covenants, agreements, obligations, liabilities, indemnities and warranties of Seller under or pursuant to the Transaction Agreements.
Seller Guarantee. Seller agrees to take all action necessary to cause the Sellers to perform all of their respective agreements, covenants and obligations under this Agreement. Seller unconditionally guarantees to Buyer the full and complete performance by the Sellers of their respective obligations under this Agreement and shall be liable for any breach of any representation, warranty, covenant or obligation of the Sellers under this Agreement. This is a guarantee of payment and performance and not collectability. Seller hereby waives diligence, presentment, demand of performance, filing of any claim, any right to require any proceeding first against any of the Sellers, protest, notice and all demands whatsoever in connection with the performance of its obligations set forth in this Section 9.16.
Seller Guarantee. (a) WestRock hereby guarantees to the Buyer Indemnitees the payment in full of all amounts: (i) when due and owing by Seller under this Agreement and any amendments thereto, including Seller’s obligations to indemnify the Buyer Indemnitees in accordance with ARTICLE 8; and (ii) incurred by any Buyer Indemnitee in connection with any Litigation initiated to enforce the provisions of this Section 9.2 to the extent that such Buyer Indemnitee is the prevailing party (collectively, the “Seller Obligations” and each, individually, a “Seller Obligation”).
Seller Guarantee. The Seller Guarantee shall have been duly and validly executed by Telenor ASA and delivered to Buyer and GTI, and shall be in full force and effect.
Seller Guarantee. 27.1 In consideration of the Purchaser agreeing to purchase the Transferred Assets and the Shares and license the Seller Licensed IPR, PLC irrevocably and unconditionally:
Seller Guarantee. Seller hereby unconditionally guarantees the remaining obligations of GSI under Section 2.9 of the RueLaLa Merger Agreement, subject to Purchaser’s indemnification obligations to the Seller Indemnified Persons pursuant to Sections 8.2(d) and 8.2(f). Without limitation of the foregoing, Purchaser shall promptly pay as and when due any amounts required to be paid by GSI pursuant to, and perform or cause to be performed any other obligations of GSI under, Section 2.9 of the RueLaLa Merger Agreement.
Seller Guarantee. As further consideration for the amounts paid by Purchaser, Seller hereby provides Purchaser with the following attrition guarantee. Notwithstanding anything to contrary contained in this Agreement, if at any time during the Advance Period there is any reduction in the Advance Repayment Sum due to insufficient revenue generated from the Combined Marketing Agreements or otherwise, Seller hereby authorizes and directs Purchaser, to make up any shortfall from any and all amounts otherwise being held by Purchaser or its affiliated entities on behalf of Seller or its affiliated entities including but not limited to the right to offset shortfalls from amounts otherwise due to Seller from the Portfolio Residuals.
Seller Guarantee. 14.1 In consideration of the entry of the Buyer into this Agreement, the Seller Guarantor irrevocably and unconditionally as primary obligor undertakes and guarantees to the Buyer on demand the performance by the Seller of all its obligations in respect of this Agreement, including the due and punctual payment of all sums now or subsequently payable by the Seller to the Buyer under this Agreement.
