Guarantee of Seller’s Obligations. The obligations of Seller under this Agreement shall be guaranteed by SunCoke and Sun Coal & Coke Company, a Delaware corporation, pursuant to a guaranty in the form of Schedule 1.5 that Seller shall cause to be executed and delivered to Purchaser at the time of the execution and delivery of this Agreement.
Guarantee of Seller’s Obligations. Radiologix, as principal obligor and not merely as a surety, hereby unconditionally guarantees full, punctual and complete performance by Seller of Seller’s obligations under this Agreement and each of the Closing Documents subject to the terms hereof and thereof and so undertakes to Buyer and Vanguard that, if and whenever Seller is in default, the Foundation will on demand duly and promptly perform or procure the performance of Seller’s obligations. The foregoing guarantee is a continuing guarantee and will remain in full force and effect until the obligations of Seller under this Agreement have been duly performed or discharged and will continue to be effective or will be reinstated, as the case may be, if at any time any sum paid to Buyer or Vanguard must be restored by Buyer or Vanguard upon the bankruptcy, liquidation or reorganization of Seller. Radiologix’s obligations under this Section shall not be affected or discharged in any way by any proceeding with respect to Seller under any federal or state bankruptcy, insolvency or debtor relief laws.
Guarantee of Seller’s Obligations. Each of MI and PG, jointly and severally, as principal obligor and not merely as a surety, hereby unconditionally guarantees full, punctual and complete performance by Seller of Seller’s obligations under this Agreement and each of the Closing Documents subject to the terms hereof and thereof and so undertakes to Buyer and Radiologix that, if and whenever Seller is in default, each of MI and PG will on demand duly and promptly perform or procure the performance of Seller’s obligations. The foregoing guarantee is a continuing guarantee and will remain in full force and effect until the obligations of Seller under this Agreement have been duly performed or discharged and will continue to be effective or will be reinstated, as the case may be, if at any time any sum paid to Buyer or Radiologix must be restored by Buyer or Radiologix upon the bankruptcy, liquidation or reorganization of Seller. MI’s and PG’s obligations under this Section shall not be affected or discharged in any way by any proceeding with respect to Seller under any federal or state bankruptcy, insolvency or debtor relief laws. PG (for itself and its Affiliates) represents, warrants and covenants to and with Buyer and Radiologix that PG shall at all times maintain sufficient assets to fulfill its obligations under this Section.
Guarantee of Seller’s Obligations. MedCath Corporation, as principal obligor and not merely as a surety, hereby unconditionally guarantees full, punctual and complete performance by each Seller of Seller’s obligations under this Agreement and each of the Closing documents subject to the terms hereof and thereof and so undertakes to Buyer that, if and whenever Seller is in default, MedCath Corporation will on demand duly and promptly perform or procure the performance of Seller’s obligations. The foregoing guarantee is a continuing guarantee and will remain in full force and effect until the obligations of each Seller under this Agreement have been duly performed or discharged and will continue to be effective or will be reinstated if any sum paid to Buyer must be restored by Buyer upon the bankruptcy, liquidation or reorganization of Seller. MedCath Corporation’s obligations under this Section 14.22 shall not be affected or discharged in any way by any action or proceeding with respect to Seller under any federal or state bankruptcy, insolvency or debtor relief laws. Without limiting any of the foregoing, MedCath Corporation hereby joins in to this Agreement and agrees to abide by the Seller non-compete contained in Section 11.7.
Guarantee of Seller’s Obligations. The Foundation, as principal obligor and not merely as a surety, hereby unconditionally guarantees full, punctual and complete performance by Sellers of each Seller's obligations under this Agreement and each of the Closing Documents subject to the terms hereof and thereof and so undertakes to Buyer and Vanguard that, if and whenever any Seller is in default, the Foundation will on demand duly and promptly perform or procure the performance of each Seller's obligations. The foregoing guarantee is a continuing guarantee and will remain in full force and effect until the obligations of each Seller under this Agreement have been duly performed or discharged and will continue to be effective or will be reinstated, as the case may be, if at any time any sum paid to Buyer or Vanguard must be restored by Buyer or Vanguard upon the bankruptcy, liquidation or reorganization of any Seller. The Foundation's obligations under this Section shall not be affected or discharged in any way by any proceeding with respect to any Seller under any federal or state bankruptcy, insolvency or debtor relief laws. The Foundation's board of directors has approved the Foundation's execution of this Agreement and the performance of its obligations hereunder.
Guarantee of Seller’s Obligations. 14.2.1 The Seller Guarantor irrevocably and unconditionally: (a) guarantees to the Buyer punctual performance by the Seller and the Seller Nominee of all the Seller's and the Seller Nominee’s obligations under this Agreement and each other Transaction Document to which it is a party; (b) undertakes with the Buyer that whenever the Seller and/or the Seller Nominee does not pay any amount or perform any obligation when due under or in connection with this Agreement or other Transaction Document (as applicable), the Seller Guarantor shall immediately on demand pay that amount or perform or procure the performance of that obligation as if it were the principal obligor; and (c) undertakes to indemnify the Buyer immediately on demand against any cost, loss or liability suffered by the Buyer if any obligation guaranteed by the Seller Guarantor is or becomes unenforceable, invalid or illegal; and the amount of the cost, loss or liability shall be equal to the amount that the Seller and/or the Seller Nominee would otherwise have been entitled to recover.
Guarantee of Seller’s Obligations. The Foundation, as principal obligor and not merely as a surety, hereby unconditionally guarantees full, punctual and complete performance by Seller of each Seller’s obligations under this agreement and each of the Closing Documents subject to the terms hereof and thereof and so undertakes to Buyer and Vanguard that, if and whenever Seller is in default, the Foundation will on demand duly and promptly perform or procure the performance of each Seller’s obligations. The foregoing guarantee is a continuing guarantee and will remain in full force and effect indefinitely (in light of the fact that, as provided in section 9.06, certain representations, warranties, covenants and indemnification obligations of Seller survive the Closing indefinitely) and will be reinstated with respect to any sum paid to Buyer or Vanguard that must be restored by Buyer or Vanguard upon the bankruptcy, liquidation or reorganization of Seller. The Foundation’s obligations under this section shall not be affected or discharged in any way by any Proceeding with respect to Seller under any federal or state bankruptcy, insolvency or debtor relief laws (or any order, judgment, ruling, writ, injunction or decree entered or made in connection therewith) or any other fact, development, occurrence or circumstance affecting the legal capacity of Seller or the enforceability of this agreement or any of the Closing Documents against Seller in accordance with their respective terms. The Foundation’s board of directors has approved the Foundation’s execution of this agreement and the performance of its obligations hereunder. The parties have caused this agreement to be executed in multiple originals by their duly authorized officers as of the date of this agreement. VALLEY BAPTIST MEDICAL CENTER VALLEY BAPTIST MEDICAL CENTER — BROWNSVILLE By: /s/ Xxxxx X. Xxxxxxx Title: President By: /s/ Xxxxx X. Xxxxxxx Title: President VALLEY BAPTIST MEDICAL DEVELOPMENT VB REALTY CORPORATION CORPORATION By: /s/ Xxxxx X. Xxxxxxx Title: President By: /s/ Xxxxx X. Xxxxxxx Title: President VALLEY BAPTIST INSURANCE HOLDINGS, INC. VALLEY BAPTIST MANAGEMENT SERVICES CORPORATION By: /s/ Xxxxx X. Xxxxxxx Title: President By: /s/ Xxxxx X. Xxxxxxx Title: President VALLEY BAPTIST HEALTH SYSTEM VALLEY BAPTIST MEDICAL FOUNDATION By: /s/ Xxxx X. Xxxxxxx Title: Chairman By: /s/ Xxxx X. Xxxxxxx Title: Board Member VALLEY BAPTIST HOSPITAL HOLDINGS, INC. VB REALTY II, LLC By: /s/ Xxxxx X. Xxxxxxx Title: President By: /s/ Xxxxx X...
Guarantee of Seller’s Obligations. 10.9.1 PPR unconditionally and irrevocably, as a continuing obligation, hereby guarantees the payment upon demand to the Purchaser (engagement solidaire) of sums due by the Seller pursuant to Articles VIII and IX of, and Schedule 9.5 to, this Agreement, but unpaid (the “Seller’s Guaranteed Obligations”).
Guarantee of Seller’s Obligations. (a) The Seller’s Guarantor unconditionally and irrevocably guarantees to the Purchaser the due and punctual performance and observance by the Seller of all its obligations, commitments, undertakings, warranties and indemnities under or pursuant to the Transaction Documents (the Seller’s Guaranteed Obligations) and agrees that, if any Seller’s Guaranteed Obligation is or becomes unenforceable, invalid or illegal, it shall, as an independent and primary obligation, indemnify the Purchaser on an after tax basis in respect of any breach by the Seller of any of the Seller’s Guaranteed Obligations if the Seller’s Guaranteed Obligation were not unenforceable, invalid or illegal, to the extent of any limit on the liability of the Seller in the Transaction Documents.
Guarantee of Seller’s Obligations. 10.1 In consideration of the Buyer entering into this agreement, the Seller’s Guarantor guarantees to the Buyer the due and punctual performance, observance and discharge by the Seller of all the Seller’s Guaranteed Obligations if and when they become performable or due under this agreement (or (as the case may be) any agreement entered into pursuant to or in connection with it).
