Sellers Guaranty. Seller’s Guaranty shall be in full force and effect.
Sellers Guaranty. (a) Seller Parent hereby unconditionally, absolutely, continuously and irrevocably guarantees, as a primary obligor and not as a surety, to Purchaser and any Purchaser Indemnified Person the due and punctual payment and performance by each Seller of all of its covenants, agreements, obligations and liabilities arising under or pursuant to this Agreement and the other Related Agreements (or any of them), whether direct or indirect, absolute or contingent, now or hereafter existing, or due or to become due (collectively, the “Sellers Liabilities”).
Sellers Guaranty. Sellers hereby absolutely, unconditionally and irrevocably guarantee to Purchaser the full and prompt payment when due and performance of any and all other obligations of the Company and its Subsidiaries arising prior to the Closing under this Agreement. The liability of Sellers under this Section 12.10 shall be primary, direct and immediate and not conditional or contingent upon the pursuit of any remedies against the Company and its Subsidiaries or any other person. To the fullest extent permitted by law, Sellers hereby waive any defenses or other benefits that may be derived from or afforded by applicable Law limiting the liability of or exonerating guarantors or sureties, or which may conflict with this Section 12.10.
Sellers Guaranty. Purchaser shall have received the Seller’s Guaranty.
Sellers Guaranty. (a) Sellers’ Guarantor irrevocably and unconditionally guarantees the prompt, complete and punctual performance, compliance and payment of the obligations of any Seller under Section 2.3(b), Section 2.4, Article XI and Article XII of this Agreement. Sellers’ Guarantor further agrees that its obligations under the Agreement shall not be affected by any event, condition or circumstances whatsoever (with or without notice to, or knowledge of, Sellers, Sellers’ Representative or Sellers’ Guarantor) including without limitation any which constitutes, or might be construed to constitute, a legal or equitable discharge of the Sellers for their obligations under the Agreement or of Seller’ Guarantor of its guaranty hereunder. In furtherance of the foregoing and without limiting the generality thereof, Sellers’ Guarantor agrees that (i) its guaranty hereunder (this “Sellers’ Guaranty”) is a guaranty of payment and performance when due and not collectability; (ii) this Sellers’ Guaranty is a primary obligation of Sellers’ Guarantor and not merely a contract or surety; and (iii) payment or performance by Sellers’ Guarantor of a portion, but not all of the obligations under this Agreement shall in no way limit, affect, modify or abridge any liability of Sellers’ Guarantor for any portion of the obligations which have not been paid or performed.
Sellers Guaranty. (a) In order to provide reasonable assurances to Xxxxxxxx that a Person or entity on behalf of Seller shall fulfill Seller's potential liability under this Article and otherwise under this Agreement, Seller shall provide to Xxxxxxxx on the same day the Seller provides a Notice to Bind, (i) a guaranty of Seller's performance and payment obligations under this Agreement from The AES Corporation ("AES"), in the form attached hereto as Appendix 5 and made a part hereof, in the amount of $[*] ("Guaranty Amount"), which Guaranty Amount shall reduce to $[*] on the Commercial Operation Date and shall remain in effect during the Term, or (ii) at any time at Seller's option, such financial security for the Guaranty Amount as specified in Section 18.2(b) hereof.
Sellers Guaranty. Purchaser and the Company shall, with the assistance of Seller, at the consummation of the IPO have Seller released from his obligations under a certain guaranty in favor of Finova Capital Corporation. Pending said release, the Company shall enter into no additional corporate loan agreements, without the prior written consent of Seller.
Sellers Guaranty. 98 11.2 Seller Waivers and Acknowledgements.........................98 11.3 Remedies....................................................99 11.4 Mergers, Consolidations, Sales.............................100 ARTICLE XII MISCELLANEOUS..........................................100
Sellers Guaranty. (a) Seller Parent hereby unconditionally, absolutely, continuously and irrevocably guarantees, as a primary obligor and not as a surety, to Purchaser and any Purchaser Indemnified Person the due and punctual payment and performance by each Seller of all of its covenants, agreements, obligations and liabilities arising under or pursuant to this Agreement and the other Related Agreements (or any of them), whether direct or indirect, absolute or contingent, now or hereafter existing, or due or to become due (collectively, the "SELLERS LIABILITIES").
Sellers Guaranty. Sellers shall have obtained and delivered to Purchasers fully executed Sellers Guaranty in the form attached in Exhibit P;
