Seller Parent Guarantee. The Seller Parent hereby guarantees to the Buyer the full and timely performance of all of the obligations of the Seller under this Agreement (the “Guaranteed Obligations”). This is a guarantee of performance, and not merely of collection, and the Seller Parent acknowledges and agrees that this guarantee is full and unconditional, and no amendment, modification, release or extinguishment of the Seller’s obligations or liabilities, whether by decree in any bankruptcy proceeding or otherwise, shall affect the continuing validity and enforceability of this guarantee. The Seller Parent hereby waives, for the benefit of the Buyer, (i) any right to require the Buyer, as a condition of performance by the Seller Parent, to proceed in any legal action against the Seller or pursue any other remedies whatsoever and (ii) to the fullest extent permitted by applicable law, any defenses or benefits that may be derived from or afforded by any law that limits the liability of or exonerates guarantors or sureties, other than defense of performance in full of the Guaranteed Obligations. The Seller Parent will reimburse the Buyer for all reasonable and documented out-of-pocket costs and expenses (including court costs and reasonable attorneys’ fees) incurred by the Buyer in connection with the enforcement of its rights under this Section 10.13. If all or any part of any payment to or for the benefit of the Buyer in respect of a Guaranteed Obligation is invalidated, declared to be fraudulent or preferential or set aside and, in each such case, required for any reason to be repaid or paid to a trustee, receiver or other Person that is not the Buyer, the Guaranteed Obligations that otherwise would have been satisfied by that payment or partial payment will be revived and will continue in full force and effect as if that payment had not been made. The Seller Parent understands and acknowledges that the Buyer is relying on this guarantee and the representations and warranties of the Seller Parent in Article 4 in entering into this Agreement.
Seller Parent Guarantee. The Seller Parent has executed this letter agreement where provided for below to confirm that the guarantee it has given under Section 11.17 of the AK Purchase Agreement remains in full force and effect in accordance with its terms. If the foregoing correctly sets forth your understanding of the subject matter hereof, please so indicate by executing this letter agreement in the space provided below. (Signature page to follow) Sincerely yours, XXXXXXXXXXX WORLDWIDE HOLDINGS GMBH By: /s/ Xxxx XxXxxxxx Name: Xxxx XxXxxxxx Title: Managing Officer Signature page to Letter Agreement (Iraq Rig 827) Solely for purposes of paragraph 3 of this letter agreement: XXXXXXXXXXX INTERNATIONAL PLC By: /s/ Xxxx XxXxxxxx Name: Xxxx XxXxxxxx Title: Vice President Signature page to Letter Agreement (Iraq Rig 827) Accepted and agreed on March 25, 2019: ADES INTERNATIONAL HOLDING PLC By: /s/ Xx. Xxxxxxx Farouk Name: Xx. Xxxxxxx Farouk Title: Director
Seller Parent Guarantee. Seller Parent unconditionally and irrevocably guarantees as a continuing obligation, the due and punctual payment and performance by Holdco and the Company of all of the covenants, agreements and other obligations of Holdco and the Company to Buyer set forth in this Agreement (the “Seller Obligations”), and if Holdco or the Company fails to pay any amount or perform any Seller Obligations when due in accordance with the terms and conditions of this Agreement, Seller Parent shall pay such amount to Buyer and perform such obligation forthwith upon receiving written demand therefor from Buyer. Seller Parent shall be liable under this guarantee as if it were a primary obligor and not merely as a surety. The guarantee hereunder shall be a continuing guarantee and shall remain in full force and effect until all Seller Obligations have been paid and performed in full. This guarantee is in addition to, and independent of, any lien, guarantee or other security or right or remedy now or at any time hereafter held by or available to Buyer. More than one demand may be made under this guarantee. Demands made from time to time under this guarantee may be enforced irrespective of whether any steps or proceedings are or will be taken against Buyer to recover the indebtedness claimed under this guarantee or whether any other guarantee or security to which Buyer may be entitled in respect thereof is or will be enforced.
Seller Parent Guarantee. Seller Parent unconditionally guarantees to Purchaser the due and punctual performance of the obligations of Seller under this Agreement and the transactions contemplated by this Agreement (the “Seller Guaranteed Obligations”). If, for any reason whatsoever, Seller shall fail, or be unable, to duly, punctually and fully pay or perform the Seller Guaranteed Obligations, Seller Parent will forthwith perform, or cause to be performed, the Seller Guaranteed Obligations.
Seller Parent Guarantee. 22.1 The Seller Parent as primary obligor (and not as a surety) unconditionally and irrevocably:
Seller Parent Guarantee. Seller Parent hereby absolutely, unconditionally and irrevocably guarantees, as a direct obligation, in favor of Buyer the full and timely performance, observance and payment by Seller of each and every covenant, agreement, undertaking, representation, warranty, indemnity, liability and obligation of Seller contained in this Agreement. Seller Parent agrees that Buyer shall not have to proceed first against Seller before exercising its rights under or in respect of this guarantee against Seller Parent. [The remainder of this page is intentionally left blank.] The Parties have executed this Agreement as of the date first written above. WATERTON NEVADA SPLITTER, LLC Per: (signed) “Xxxxx Xxxxxxx” Name: Xxxxx Xxxxxxx Title: Manager KLONDEX HOLDINGS (USA) INC. Per: (signed) “Xxxx Xxxx” Name: Xxxx Xxxx Title: President KLONDEX MINES LTD.
Seller Parent Guarantee. Seller Parent hereby fully and unconditionally guarantees the timely and full performance of all of the payment obligations of Sellers under this Agreement, including, without limitation, Sellers’ obligations under Article 10, as if it were Sellers.
Seller Parent Guarantee. 62 ARTICLE X
Seller Parent Guarantee. (a) The Seller Parent hereby unconditionally and irrevocably guarantees to the Purchaser the timely and complete performance and payment of all obligations of the Seller under this Agreement (the “Seller Guaranteed Obligations”). The guarantee under this Article 13 may be enforced by the Purchaser without the necessity at any time of resorting to or exhausting any other remedy against the Seller or without the necessity at any time of having recourse against the Seller under this Agreement. The Seller Parent agrees that nothing contained in this Article 13 shall prevent the Purchaser from exercising any and all rights or remedies under this Agreement if the Seller fails to timely perform the Seller Guaranteed Obligations, and the exercise of any of the aforesaid rights and the completion of any actions or proceedings related thereto shall not constitute a discharge of any of the obligations of the Seller Parent hereunder, it being the express purpose and intent of the Seller Parent that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. For greater certainty, the fulfillment of the Seller Guaranteed Obligations by the Seller shall constitute a discharge of any of the obligations of the Seller Parent hereunder.
Seller Parent Guarantee. Seller Parent hereby unconditionally and irrevocably guarantees to Buyer the due and punctual payment and performance by Seller of Seller’s obligations and liabilities under this Agreement (the “Guaranteed Obligations”). The foregoing sentence is an absolute, unconditional and continuing guarantee of the full and punctual discharge and performance of the Guaranteed Obligations. If Seller defaults in the discharge and performance of all or any portion of the Guaranteed Obligations, the obligations of Seller Parent hereunder shall become immediately due and payable. Seller Parent represents and warrants to the Company as follows: (a) Seller Parent is duly organized and validly existing and in good standing in accordance with the Laws of the jurisdiction of its formation and has all necessary power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (b) the execution and delivery of this Agreement by Seller Parent and the performance by Seller Parent of its covenants and agreement under this Section 5.17 have been duly and validly authorized by all necessary action on the part of Seller Parent; (c) this Agreement is a legal, valid and binding obligation of Seller Parent enforceable against Seller Parent in accordance with its terms, subject to Bankruptcy and Equity Exceptions; and (d) none of the execution, delivery and performance of this Agreement by Seller Parent will (i) violate, conflict with or result in a breach of the Organizational Documents of Seller Parent, (ii) violate, conflict with or result in the breach of any Law or Order applicable to Seller Parent, or (iii) (A) require any Consent of, or any Filing to or with, any Person that is not a Governmental Authority, or (B) violate, result in any breach of or, with or without notice or lapse of time or both, constitute a default or give rise to any right of termination, cancellation, suspension, revocation, amendment or acceleration of, or result in the creation of a Lien on any asset, property or business of Seller Parent under, any Contract, Permit or other instrument or arrangement to which Seller Parent is a party or by which Seller Parent or its properties or assets are bound, except, in the case of the foregoing clauses (ii) and (iii), as would not prevent or materially impair Seller Parent’s obligation to perform its obligations under this Section 5.17.
