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. 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 6.07. 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 6.04. 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 6.07, Seller Guarantor and Purchaser intend that this guarantee be an absolute and unconditional guaranty, subject only to the conditions set forth in Section 6.07(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. In connection with the Closing, Seller shall issue a full and irrevocable guaranty of Property and Casualty Company of Omaha’s obligations to the Company under the Administrative Services Agreement and the LPT Agreement in the form attached hereto as Exhibit C (“Guaranty Agreement”).
Seller Guaranty. Each Seller Guarantor (solely with respect to such Seller that is Affiliated with such Seller Guarantor) does hereby fully, absolutely, unconditionally and irrevocably guaranty the performance when due and owing or otherwise required to be performed, of the obligations of such Seller (i) under Articles II, III, VI, VII and VIII and (ii) under each Ancillary Agreement to which such Seller is party, in each case, (a) including all amounts such Seller is obligated to pay hereunder or under any Ancillary Agreements in the event such Seller fails to perform its obligations thereunder or hereunder or is otherwise liable for damages pursuant hereto or thereto and (b) to the extent not paid by such Seller at such time (collectively, the “Seller Obligations”).
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 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. The Seller hereby guarantees the performance by the Depositor pursuant to Section 2.01 hereof.
Seller Guaranty. Seller Guarantor hereby guarantees the full and prompt performance and payment when due of all obligations of Seller under Sections 9.2 and 10.1 (subject to all limitations in such Sections); provided, however, that such guarantee obligations shall terminate on the earlier of (i) the date that is three (3) years after the Closing Date and (ii) the date on which Buyer and its Affiliates cease to Control the Company.
