Seller’s Guarantee Sample Clauses

Seller’s Guarantee. The Seller’s Guarantor hereby covenants to the Buyer in the terms of the Seller’s Guarantee in clause 19 of the Main SPA mutatis mutandis.

Seller’s Guarantee. 9.1 In consideration of the Purchaser entering into this Agreement, the Seller’s Guarantor unconditionally and irrevocably guarantees to the Purchaser as a continuing obligation that the Seller will comply properly and punctually with its obligations under this Agreement and each Transaction Document. 9.2 The Seller’s Guarantor’s liability under clause 9.1 shall not be discharged or impaired by: (a) any amendment, variation or assignment of this Agreement or any Transaction Document or any waiver of its or their terms; (b) any release of, or granting of time or other indulgence to, the Seller or any third party; (c) any winding up, dissolution, reconstruction, legal limitation, incapacity or lack of corporate power or authority or other circumstances affecting the Seller (or any act taken by the Purchaser in relation to any such event); or (d) any other act, event, neglect or omission (whether or not known to any Party) which would or might (but for this clause 9.2) operate to impair or discharge the Seller’s Guarantor’s liability or afford the Seller’s Guarantor or the Seller any legal or equitable defence.

Seller’s Guarantee. No less than thirty (30) days prior to the commencement of the demolition of the structure located on the Property, Buyer shall deliver Seller notice of either (i) the amount of the lowest responsible bid as determined through a competitive bidding process conducted in accordance with the Seller’s procurement requirements by the City’s Purchasing Division for the demolition work described in Paragraph 5 above (“Bid Demolition Costs”). The Parties agree that an additional five (5%) percent shall be added to the Bid Demolition Costs or the Estimated Demolition Costs (“Projected Demolition Costs”) to estimate any potential change orders for the demolition work or unforeseen conditions. No less than seven (7) days prior to commencement of the demolition of the structure, the Seller shall furnish or cause to be furnished to the Buyer, a guarantee for sixty percent (60%) of the Projected Demolition Costs by providing either a surety bond, escrow account with a bank, or other form of security that is satisfactory to the Buyer, which may include a specific appropriation of funds by Seller for the purpose of demolition costs for the structure on the Property.

Seller’s Guarantee. 14.1 The Seller’s Guarantor unconditionally and irrevocably: (a) guarantees to the Buyer the payment when due of all amounts payable by the Seller under or pursuant to this Agreement; (b) undertakes to procure that the Seller will perform when due all its obligations under or pursuant to this Agreement; (c) agrees that if and each time that the Seller fails to make any payment when it is due under or pursuant to this Agreement, the Seller’s Guarantor shall on demand (without requiring the Buyer or any Group Company first to take steps against the Seller or any other person) pay that amount to the Buyer as if it were the principal obligor in respect of that amount; and (d) agrees as if it were the principal obligor to indemnify the Buyer against all losses and damages sustained by the Buyer or any Group Company flowing from any non-payment or default of any kind by the Seller under or pursuant to this Agreement. 14.2 The Seller’s Guarantor’s obligations under this clause will not be affected by: (a) any time or indulgence granted to, or composition with, the Seller or any other person; (b) any intermediate payment or settlement of account or by any change in the constitution or control of, or the insolvency of, or bankruptcy, winding-up or analogous proceedings relating to the Seller; (c) the taking, variation, renewal or release of, or neglect to perfect or enforce this agreement, or any right, guarantee, remedy or security from or against the Seller or any other person; (d) any variation or change to the terms of this agreement; or (e) any unenforceability or invalidity of any obligation of the Seller, so that this Agreement shall be construed as if there were no such unenforceability or invalidity; provided, however, neither the Buyer nor any member of the Buyer’s Group shall have any greater rights against the Seller’s Guarantor than they have against the Seller under this Agreement. 14.3 Until all amounts which may be or become payable under this agreement have been irrevocably paid in full, the Seller’s Guarantor shall not as a result of this agreement or any payment or performance under this agreement be subrogated to any right or security of the Buyer or claim or prove in competition with the Buyer or any Group Company against the Seller or any other person or claim any right of contribution, set-off or indemnity. 14.4 The Seller’s Guarantor will not take or hold any security from the Seller in respect of this Agreement and any such security which i...

Seller’s Guarantee. The Products sold by Seller to Buyer are hereby guaranteed as of the date of such shipment or delivery to: (a) not be adulterated or misbranded within the meaning of the Federal Food, Drug and Cosmetic Act (the "Act"), (b) not be an article which cannot be introduced into interstate commence under the Act, and (c) be in compliance with all applicable federal, state and local laws and regulations whether now or hereafter enacted. This Guaranty I is continuing and shall be in full force and effect, and shall be binding upon Seller, with respect to each and every Product shipped or delivered to Buyer.

Seller’s Guarantee. Subject to clause 16.3 to 16.7: (a) the Sellers Guarantors severally (in their Relevant Proportions) and unconditionally and irrevocably guarantee to the Buyer: (i) for a period of 5 years from the Completion Date (Guarantee Period); (ii) up to a maximum aggregate amount of $70,000,000 (Guaranteed Amount), the due and punctual payment by the Sellers to the Buyer of all Claims arising out of a breach of Title Warranty, the Tax Warranty and/or under the Tax Indemnity, to the extent payable by the Sellers under this agreement, but limited in any event to the Guaranteed Amount (the Sellers Guaranteed Obligations). (b) if the Sellers fail to perform the Sellers Guaranteed Obligations in full and on time, the Sellers Guarantors agree to comply, during the Guarantee Period and up to the Guaranteed Amount, with the Sellers Guaranteed Obligations on demand from the Buyer. A demand may be made whether or not the Buyer has made demand on the Sellers.

Seller’s Guarantee. ‌ 26.1 Subject to clause 26.7, in consideration of the Purchaser entering into this agreement, the Seller’s Guarantor unconditionally and irrevocably guarantees to the Purchaser the due and punctual performance and observance by the Seller of its obligations under or pursuant to clause 16 (Seller’s Warranties) to the extent relating to the Seller’s Fundamental Warranties (the Seller’s Guaranteed Obligations), and agrees that if any Seller’s Guaranteed Obligation is or becomes unenforceable, invalid or illegal (other than as a result of any limitation imposed by this agreement) it will, as an independent and primary obligation, indemnify the Purchaser immediately on demand against all Losses which the Purchaser suffers through or arising from any act or omission that would be a breach by the Seller of the Seller’s Guaranteed Obligations if the relevant Seller’s Guaranteed Obligation were not unenforceable, invalid or illegal, to the extent of any limit on the liability of the Seller in this agreement. For the avoidance of doubt, the Seller’s Guarantor shall have no obligations whatsoever to the Purchaser under this clause 26 (other than pursuant to clauses 26.7, 26.8, 26.10 and 26.11) until such time as approval from the SARB (as defined and contemplated in clause 26.7) has been obtained, and then only to the extent that such SARB approval (as extended from time to time in accordance with clause 26.8)

Seller’s Guarantee. 18 10 Post-Completion matters. . . . . . . . . . . . . . . . . . . . . . .

Seller’s Guarantee. 27.1 In consideration of the Buyer entering into this agreement the Seller's Guarantor gives in favour of the Buyer's Guarantor and the Buyer exclusively the guarantee in the terms set out in schedule 7. 27.2 The Seller's Guarantor warrants to the Buyer's Guarantor and the Buyer in the terms of paragraphs 2 (Organisation) and 3 (Authorisations and Proper Execution) of schedule 2, Part A both at the date of this agreement and immediately prior to Completion save that references in paragraph 2 and 3 to the Seller shall be replaced by appropriate references to the Seller's Guarantor. 27.3 The Seller's Guarantor undertakes to procure that, as soon as reasonably practical, and in any case forthwith after completion of the Alcatel Agreement, the Seller will execute this agreement. 27.4 The Seller's Guarantor agrees that, until the Seller enters into this agreement pursuant to clause 27.3 above, the Seller's Guarantor will be liable as primary obligor (solidairement) for all obligations of the Seller under this agreement.