Buyer Parent Guaranty. (a) Buyer Parent unconditionally and irrevocably guarantees to Seller and its successors and assigns the full and timely performance of Buyer’s obligations required to be performed at or prior to the Closing, including the obligation to pay the Initial Purchase Price at Closing pursuant to this Agreement as the same is now or may hereafter be in effect (collectively, the “Guaranteed Obligations”). Buyer Parent acknowledges and agrees that its guaranty is full, absolute and unconditional, is a guaranty of performance and not merely of collection and is in no way conditioned or contingent upon any attempt to collect from Buyer, and no extension, increase, modification, amendment, waiver, consent, release or extinguishment of any Guaranteed Obligation, or other change in any Guaranteed Obligation, whether by agreement of Buyer and Seller, decree in any bankruptcy proceeding or otherwise, will affect the continuing validity and enforceability of its guaranty, nor will such validity and enforceability be affected by any lack of validity or enforceability of any obligation of Buyer as a result of the application of any bankruptcy, insolvency, moratorium or other similar Law relating to creditors’ rights and general principles of equity to Buyer. Buyer Parent hereby waives, for the benefit of Seller, to the fullest extent permitted by applicable Law, any defenses or benefits that may be derived from or afforded by Law that limit the liability of or exonerate guarantors or sureties, including those which would otherwise require any election of remedies by Seller (other than payment of the applicable Guaranteed Obligations), and further waives any notice (including notice of acceptance or nonpayment), presentment, demand, performance, protest, suit or other action as the same pertains to Buyer or any of the applicable Guaranteed Obligations, or any right to require Seller to proceed against Buyer or to exhaust any security held by Seller, or to pursue any other remedy with respect to any of the applicable Guaranteed Obligations.
Buyer Parent Guaranty. As a material inducement to Supplier to enter into this Agreement, Buyer shall deliver to Supplier the Buyer Parent Guaranty.
Buyer Parent Guaranty. The Buyer Parent irrevocably guarantees the full and timely performance of the Buyer’s obligations under the Note. This is a guarantee of payment and performance, and not merely of collection, and the Buyer Parent acknowledges and agrees that this guarantee is full and unconditional, and no release or extinguishments of the Buyer’s obligations or liabilities (other than in accordance with the terms of the Note), whether by decree in any bankruptcy proceeding or otherwise, shall affect the continuing validity and enforceability of this guarantee. The Buyer Parent hereby waives, for the benefit of the Seller, (a) any right to require the Seller, as a condition of payment or performance by the Buyer Parent, to proceed against the Buyer or pursue any other remedies whatsoever and (b) to the fullest extent permitted by Law, any defenses or benefits that may be derived from or afforded by Law that limit the liability of or exonerate guarantors or sureties. The Buyer Parent understands that the Seller is relying on this guarantee in entering into this Agreement.
Buyer Parent Guaranty. As of the Agreement Time, Buyer shall have furnished to Seller the Buyer Parent Guaranty, duly executed by Buyer Parent.
Buyer Parent Guaranty. Buyer Parent hereby guarantees to Seller the full, prompt and unconditional payment when due of all obligations of Buyer to Seller under this Agreement, including, without limitation, all indemnification obligations set forth in Article VIII. This guaranty is an absolute, unconditional, irrevocable and continuing guaranty of the full and punctual payment and perfos robmligaatinoncs uenderothfis AgBreeumyenet arnd’not of their collectability only and is in no way conditioned upon any requirement that Seller first attempt to collect any of the obligations under this Agreement from Buyer or resort to any security or other means of obtaining their payment. Should Buyer default in the payment or performance of any of the obligations under this Agreement, the obligations of Buyer Parent as guarantor hereunder shall become immediately due and payable to Seller, without demand or notice of any nature, all of which are expressly waived by Buyer Parent.
Buyer Parent Guaranty. (a) As a material inducement to Sellers’ willingness to enter into this Agreement and consummate the transactions contemplated hereby, Buyer Parent hereby absolutely, unconditionally and irrevocably guaranties to Sellers as a primary obligation that Buyer shall fully, completely and timely pay, perform and discharge all of its obligations and Liabilities under this Agreement and any agreement or other instrument delivered by Buyer pursuant to this Agreement (the “Obligations”). Upon default by Buyer of any of the Obligations, Sellers may proceed directly against Buyer Parent pursuant to the guaranty set forth in this Section 9.15 (the “Buyer Parent Guaranty”) without proceeding against Buyer or any other Person or pursuing any other remedy, and Buyer Parent shall, upon the written request of Seller Representative (“Performance Demand”), immediately pay, perform and discharge such Obligations. A single Performance Demand shall be effective as to any specific default during the continuance of such default until Buyer or Buyer Parent shall have cured such default, and additional written demands concerning such default shall not be required until such default is cured. For the avoidance of doubt, this Buyer Parent Guaranty is an unsecured obligation of Buyer Parent and no security interest or lien is granted by Buyer Parent in any of its assets or property to secure this Buyer Parent Guaranty.
Buyer Parent Guaranty. See Section 9.6.
Buyer Parent Guaranty. Buyer shall cause Xxxxxxxxxxxx Coal Company, a Delaware corporation (“Buyer Parent”), to execute and deliver to Seller on the Closing Date a Buyer Parent Guaranty in the form of Exhibit I attached hereto (the “Buyer Parent Guaranty”).
Buyer Parent Guaranty. The Buyer Parent Guaranty, duly executed by Guarantor as of the date hereof, remains in full force and effect. ARTICLE VII
Buyer Parent Guaranty. Buyer Parent irrevocably and unconditionally guarantees to each Seller (the “Guaranty”) the full and punctual performance and compliance by Buyer with each and every covenant, indemnity, term and condition to be performed or complied with by Buyer under this Agreement, the Confidentiality Agreement and the Escrow Agreement. The Guaranty expressed in this §10(n) is an absolute, present, primary and continuing guaranty of performance and compliance. Buyer Parent acknowledges and agrees that its liability under the Guaranty is joint and several with Buyer and, upon any default by Buyer, Sellers shall not be obligated to first attempt enforcement against Buyer. Buyer Parent waives any and all defenses to enforcement of the Guaranty, now existing or hereafter arising, which may be available to guarantors, sureties and other secondary parties at law or in equity. Buyer Parent agrees to pay all reasonable costs and expenses, including reasonable attorney fees and related costs, incurred by Sellers or any Affiliates in enforcing the Guaranty.
