Seller Guaranty. This GUARANTY, dated as of the ____ day of _________, 2014, is entered into by Vectren Enterprises, Inc. an Indiana corporation (“Enterprises”), to and for the benefit of Sunrise Coal, LLC, an Indiana limited liability company (the “Purchaser”).
Seller Guaranty. 11 Section 3.01.
Seller Guaranty. 5.14(a)(i)(A) Business Employees 5.14(a)(i)(B) Pre-Employment Screening and Requirements 5.14(a)(ii) Long-Term Disability Methodology 5.14(a)(iii)(A) Existing Severance Plan 5.14(a)(iii)(B) Transferred Employees Provided One Year Salary 5.14(d) Retention Bonuses 7.5(c) Per Diem Taxes
Seller Guaranty. (a) Seller Guarantor hereby absolutely, unconditionally and irrevocably guarantees the timely payment when due of all obligations owing by Seller to Purchaser arising pursuant to this Agreement on or after the Execution Date (the “Guaranteed Obligations”), subject to the terms and conditions of this Section 7.07. The foregoing obligation shall constitute a guarantee of payment and not of collection. Notwithstanding anything herein to the contrary, Seller Guarantor’s liability for the Guaranteed Obligations shall be subject to the limitations set forth in Section 7.04. To the fullest extent permitted by law, Seller Guarantor hereby waives all surety defenses Seller may have against Purchaser. Further, notwithstanding any other provision contained in this Section 7.07, Seller Guarantor and Purchaser intend that this guarantee be an absolute and unconditional guaranty, subject only to the conditions set forth in Section 7.07(b).
Seller Guaranty. (a) Seller Guarantor hereby unconditionally and irrevocably guarantees, as a principal and not as a surety, to Buyer the prompt and full payment of Seller’s monetary obligations under this Agreement that are required to be paid by Seller from and after the Closing (the “Seller Obligations”), and Buyer hereby agrees and acknowledges that Seller Guarantor is a signatory to this Agreement solely for such purpose. Buyer may seek remedies directly from Seller Guarantor with respect to the Seller Obligations without first exhausting its remedies against Seller. The liability of Seller Guarantor hereunder is, in all cases, subject to all defenses, setoffs and counterclaims available to Seller with respect to performance or payment of the Seller Obligations and limitations contained in this Agreement. Seller Guarantor waives presentment, demand and any other notice with respect to any of the Seller Obligations and any defenses that Seller Guarantor may have with respect to any of the Seller Obligations other than as set forth in the immediately preceding sentence. Notwithstanding anything to the contrary contained herein, the guarantee set forth in this Section 10.15 shall terminate and be of no further force or effect upon (i) with respect to the indemnification obligations set forth in (A) Sections 8.01(a)(iii) and 8.01(a)(iv), the date that is thirty (30) days after the fourth (4th) anniversary of the Closing Date or (B) with respect to a breach of the covenant set forth in Section 5.13(a) (Non-Solicitation), the date that is thirty (30) days after the second (2nd) anniversary of the Closing Date, (ii) with respect to any indemnification obligations arising out of the breach of any pre-Closing covenant or agreement of the Seller set forth herein, the date that is nine (9) months after the Closing Date and (iii) with respect to all representations, warranties and all other obligations of the Seller hereunder, the earlier of (A) the date on which such representations, warranties or other obligations of Seller no longer survive in accordance with Section 7.01 and (B) the second (2nd) anniversary of the Closing Date (unless, in each case, a Claim is made hereunder prior to the end of such survival period, in which case the obligations pursuant to this Section 10.15 shall terminate upon the resolution of such Claim).
Seller Guaranty. (a) Seller Guarantor hereby guarantees, without any setoff or other deduction, the payment and performance when due of the Seller Guaranteed Obligations, without any limitation as to amount. Such guaranty is a continuing, absolute and unconditional guaranty and a guaranty of payment rather than collection. For purposes hereof, “
Seller Guaranty. (a) Seller Guarantor hereby irrevocably guarantees, absolutely and unconditionally, to Purchaser the full and complete performance by Seller of its obligations under this Agreement and shall be liable for Seller’s obligation with respect to any breach of any representation, warranty, covenant or obligation of Seller under this Agreement. Seller Guarantor hereby waives diligence, presentment, demand of performance, filing of any claim, any right to require any proceeding first against Seller, protest, notice and all demands whatsoever in connection with the performance of its obligations set forth in this Section 2.13 or elsewhere in this Agreement.
Seller Guaranty. (a) Seller Guarantor unconditionally and irrevocably guarantees (“Seller Guaranty”) to Buyer and each Buyer Party on demand the prompt payment and/or performance of each and all obligations, agreements, indebtedness, payments, indemnifications and other Liabilities of Seller of any kind or character or description, whether known or unknown, absolute or contingent, accrued or unaccrued, disputed or undisputed, liquidated or unliquidated, joint or several, due or to become due, vested or unvested, executory, determined, determinable or otherwise under or by virtue of this Agreement or the transactions contemplated by this Agreement. Seller Guarantor agrees that this Guaranty is an absolute, continuing, irrevocable and unconditional guaranty of payment and performance and is not a guaranty of collection.
Seller Guaranty. (a) Seller’s Guarantor hereby absolutely, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, to Purchaser the full, complete and timely payment and performance by Seller when due (whether at Closing, termination pursuant to Article VII or otherwise), as applicable, in accordance with this Agreement and the other Transaction Agreements of each and every obligation, covenant or agreement, and all of the Liabilities, of Seller arising under or in connection with this Agreement and the other Transaction Agreements. In furtherance of the foregoing, Seller’s Guarantor agrees that if Seller shall fail to pay in full or perform when due any of such Seller’s obligations hereunder, Seller’s Guarantor shall promptly upon written notice from Purchaser pay and perform the same, at the place and in the manner specified herein, as if it was the principal obligor (provided that the failure or delay by Purchaser to provide such notice shall not reduce or otherwise extinguish Seller’s Guarantor’s obligations hereunder). The guarantee by Seller’s Guarantor set forth in this Section 10.13 is a continuing and absolute guarantee and will not be discharged, and will remain in full force and effect, until the full payment and performance of each and every obligation, covenant or agreement, and all of the Liabilities, of Seller arising under or in connection with this Agreement and the other Transaction Agreements. This is a guarantee of payment and performance when and as due and not merely of collection.
Seller Guaranty. (a) The Seller Guarantor is executing this Agreement to guaranty the performance obligations of Seller in this Agreement and any agreement executed pursuant to this Agreement. Seller Guarantor guarantees irrevocably, absolutely and unconditionally and as a primary obligation that Seller shall fully, completely and timely perform and pay all its obligations and assume all its Liabilities contained in this Agreement and any agreement executed pursuant to this Agreement (the “Seller Guaranteed Obligations”). If Seller fails or refuses to perform or pay such obligations and Liabilities, Seller Guarantor shall, upon the written request of the Buyer to the Seller pursuant to Section 13.1 hereto (a “Buyer Performance Demand”), immediately pay such obligations, as applicable. A single Buyer Performance Demand shall be effective as to any specific default during the continuance of such default until Seller or Seller Guarantor shall have cured such default.
