Seller Guaranteed Obligations definition

Seller Guaranteed Obligations has the meaning set forth in Section 9.12(a).

Seller Guaranteed Obligations shall have the meaning set forth in Section 7.15.

Seller Guaranteed Obligations has the meaning given in Clause 11.18.1;

Examples of Seller Guaranteed Obligations in a sentence

• The liability of Parent under this guaranty will not be released or diminished by any variation of the Seller Guaranteed Obligations or by any delay by Purchaser in seeking performance of the Seller Guaranteed Obligations or by any granting of time for such performance.

• This guaranty is a continuing guarantee and accordingly is to remain in force until all the Seller Guaranteed Obligations have been performed or satisfied.

• Should Seller default in the discharge or performance or observance of all or any portion of the Seller Guaranteed Obligations, Parent shall immediately pay or perform and satisfy the Seller Guaranteed Obligations so that the same benefits are conferred on Purchaser as it would have received if the Seller Guaranteed Obligations had been duly paid, performed and satisfied by Seller.

• In the event that any payment to Purchaser in respect of the Seller Guaranteed Obligations is rescinded or otherwise returned for any reason whatsoever, Parent shall remain liable hereunder with respect to the Seller Guaranteed Obligations as if such payment had not been made.

• Purchaser shall not be obligated to file any claim relating to the Seller Guaranteed Obligations in the event that Seller becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of Purchaser to so file shall not affect Parent’s obligations hereunder.

More Definitions of Seller Guaranteed Obligations

Seller Guaranteed Obligations has the meaning given to it in Clause ‎8.1(A).

Seller Guaranteed Obligations has the meaning set forth in Section 10.21. “Seller Guarantors” has the meaning set forth in the introductory paragraph of this Agreement.

Seller Guaranteed Obligations means all present and future debts, liabilities and obligations whatsoever of any Seller Guarantors to the Purchaser under or in connection with this Agreement or any other Document or any other Documents (as pertains to the obligations arising thereunder in connection with this Agreement), including the Seller’s Obligations.

Seller Guaranteed Obligations has the meaning set forth in Section 11.18 (Xxxxxxxx Guaranty).

Seller Guaranteed Obligations when the same shall become due, in each case after any applicable grace periods or notice requirements, according to the terms of this Agreement (the “GE Guaranty”); provided, however, that GE shall not be liable to make any payment until two Business Days following receipt by GE of written notice from Buyer that a payment or other amount is due thereunder. Except as otherwise provided in the immediately preceding sentence, GE hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity or enforceability of this Agreement against Seller, any change therein or amendment thereto, the absence of any action to enforce or any waiver of any default in respect of the same, the recovery of any judgment against Seller or any action to enforce the same, or any other circumstances which may otherwise constitute a legal or equitable discharge or defense of a guarantor; provided, however, that (i) GE’s obligations under the GE Guaranty shall be subject to defenses available to Seller, other than the bankruptcy or insolvency of any of Seller or the validity or enforceability of the obligations of Buyer, and (ii) nothing contained herein shall be construed to be a waiver by GE of notice to GE required pursuant to this Section 11.16(b) or Section 11.1 hereof with respect to this Agreement and the obligations evidenced hereby. GE covenants that the GE Guaranty will not be discharged except by complete performance of Seller Guaranteed Obligations and GE’s obligations under this Section 11.16(b).

Seller Guaranteed Obligations means collectively all obligations, however evidenced, now existing or hereafter arising or accruing, direct or indirect, absolute or contingent, of Seller (or any successor of Seller or any transferee of all or substantially all of the assets of Seller) under this Agreement (including, but not limited to, the indemnification obligations set forth in this Agreement). Each portion of the Seller Guaranteed Obligations heretofore or hereafter paid or satisfied by any money that has been heretofore or is hereafter received, applied or retained by Purchaser and is later recovered from Purchaser as a result of any Claim (as defined below) shall be reinstated as Table Of Contents part of the Seller Guaranteed Obligations for purposes of this Agreement as of the date it originally arose or accrued.

Seller Guaranteed Obligations has the meaning given in clause 19.2(a).