Seller Guarantor. Seller Guarantor joins in this Agreement for the purpose of guarantying compliance by Seller with all obligations of Seller contained in (i) this Agreement and (ii) the documents to be signed at Closing (collectively, the “Seller Obligations”). Seller Guarantor agrees to be jointly and severally responsible for all of the Seller Obligations. The liability of Seller Guarantor under this Agreement shall in no way be limited or impaired by, and Seller Guarantor hereby consents to and agrees to be bound by, any amendment or modification of the provisions of this Agreement. Seller Guarantor represents and warrants to Buyer that: Seller Guarantor is a corporation validly formed in the State of Pennsylvania; Seller Guarantor has full power and authority to enter into the obligations set forth in this Section 9.20, to perform the obligations set forth in this Section 9.20, and to consummate the transactions contemplated hereby; the execution, delivery and performance of the obligations set forth in this Section 9.20 and all documents contemplated hereby by Seller Guarantor have been duly and validly authorized by all necessary action on the part of Seller Guarantor; all required consents and approvals have been duly obtained and will not result in a breach of any of the terms or provisions of, or constitute a default under any indenture, agreement or instrument to which Seller Guarantor is a party; this Agreement is a legal, valid and binding obligation of Seller Guarantor, enforceable against Seller Guarantor in accordance with its terms, subject to the effect of applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws affecting the rights of creditors generally; and Seller Guarantor is the general partner of Seller and will derive a material benefit from the transactions contemplated by this Agreement. In addition to any limitation on liability provided by law or any other agreement or instrument, no advisor, trustee, director, officer, employee, accountant, attorney, shareholder, partner, member, participant or agent of or in Buyer, Seller or Guarantor shall have any personal liability, directly or indirectly, under or in connection with this Agreement or the transaction contemplated hereunder. The provisions of this Section 9.20 shall survive Closing.
Seller Guarantor. Seller Guarantor joins in this Agreement for the purpose of guarantying compliance by Seller with all obligations of Seller contained in (i) this Agreement and (ii) the documents to be signed at Closing (collectively, the “Seller Obligations”). Seller Guarantor agrees to be jointly and severally responsible for all of the Seller Obligations. The liability of Seller Guarantor under this Agreement shall in no way be limited or impaired by, and Seller Guarantor hereby consents to and agrees to be bound by, any amendment or modification of the provisions of this Agreement. Seller Guarantor represents and warrants to Buyer that: Seller Guarantor is a limited liability company validly formed in the State of North Carolina. Seller Guarantor has full power and authority to enter into the obligations set forth in this Section 9.20, to perform the obligations set forth in this Section 9.20, and to consummate the transactions contemplated hereby. The execution, delivery and performance of the obligations set forth in this Section 9.20 and all documents contemplated hereby by Seller Guarantor have been duly and validly authorized by all necessary action on the part of Seller Guarantor. All required consents and approvals have been duly obtained and will not result in a breach of any of the terms or provisions of, or constitute a default under any indenture, agreement or instrument to which Seller Guarantor is a party. This Agreement is a legal, valid and binding obligation of Seller Guarantor, enforceable against Seller Guarantor in accordance with its terms, subject to the effect of applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws affecting the rights of creditors generally.
Seller Guarantor. (a) Mr. Plastinin (“Seller Guarantor”) hereby irrevocably and unconditionally guarantees to Buyer the prompt and full discharge by Aladoro Limited of all of Aladoro Limited’s covenants, agreements, obligations and liabilities under the Specified Agreements including the due and punctual payment of all amounts which are or may become due and payable by Aladoro Limited hereunder when and as the same shall become due and payable and the transfer of Aladoro Limited’s Seller Shares to Buyer (collectively, the “Aladoro Obligations”), in accordance with the terms thereof. Seller Guarantor acknowledges and agrees that, with respect to all Aladoro Obligations to pay money, such guaranty shall be a guaranty of payment and performance and not of collection and shall not be conditioned or contingent upon the pursuit of any remedies against Aladoro Limited. If Aladoro Limited shall default in the due and punctual performance of any Aladoro Obligation, including the full and timely payment of any amount due and payable pursuant to any Aladoro Obligation, Seller Guarantor will forthwith perform or cause to be performed such Aladoro Obligation and will forthwith make full payment of any amount due with respect thereto at its sole cost and expense.
Seller Guarantor. Seller Guarantor hereby irrevocably and unconditionally guarantees to Buyer the prompt and full discharge by Seller of all of Seller’s covenants, agreements, obligations and liabilities under this Agreement including, without limitation, the due and punctual payment of all amounts which are or may become due and payable by Seller hereunder, when and as the same shall become due and payable (collectively, the “Seller Obligations”), in accordance with the terms hereof. Seller Guarantor acknowledges and agrees that, with respect to all Seller Obligations to pay money, such guaranty shall be a guaranty of payment and performance and not of collection and shall not be conditioned or contingent upon the pursuit of any remedies against Seller. If Seller shall default in the due and punctual performance of any Seller Obligation, including the full and timely payment of any amount due and payable pursuant to any Seller Obligation, Seller Guarantor will forthwith perform or cause to be performed such Seller Obligation and will forthwith make full payment of any amount due with respect thereto at its sole cost and expense.
Seller Guarantor. Buyer shall have received a written guarantee (the “Seller Guaranty”) of Seller’s obligations under this Agreement and the Ancillary Agreements, in the form of Exhibit F hereto, from a creditworthy Affiliate of Seller reasonably satisfactory to Buyer (“Seller Guarantor”).
Seller Guarantor. 68 SECTION 12.02.
Seller Guarantor. HARVEST FACILITY HOLDINGS LP, a Delaware limited partnership By: Harvest Facility Holdings GP LLC, its general partner By: /s/ Xxxxx Xxxxxxxxxxx Name: Xxxxx Xxxxxxxxxxx Title: Chief Financial Officer ANNEX 1 DEFINED TERMS
Seller Guarantor. Seller Guarantor joins in this Agreement for the purpose of guarantying compliance by Seller with all obligations of Seller contained in (i) this Agreement and (ii) the documents to be signed at Closing (collectively, the “Seller Obligations”). Notwithstanding anything to the contrary contained herein, Seller Guarantor agrees to be jointly and severally responsible for all of the Seller Obligations. The liability of Seller Guarantor under this Agreement shall in no way be limited or impaired by, and Seller Guarantor hereby consents to and agrees to be bound by, any amendment or modification of the provisions of this Agreement.
Seller Guarantor. 10.1 In consideration of the Purchaser entering into this Agreement, the Seller Guarantor (as principal obligor and not merely as a surety) unconditionally and irrevocably guarantees as a continuing obligation the proper performance by the Seller of all its obligations under or pursuant to this Agreement.
Seller Guarantor. Seller Guarantor hereby unconditionally and irrevocably guarantees the full and prompt performance of all obligations of Seller under this Agreement and the Ancillary Agreements.
