Common use of Limited Guaranty Clause in Contracts

Limited Guaranty. Concurrently with the execution of this Agreement, Parent has delivered to the Company the guaranty of Sponsor, dated as of the date of this Agreement, in favor of the Company in respect of certain obligations of Parent and Acquisition Sub under this Agreement, up to the aggregate amount set forth therein (the “Limited Guaranty”). The Limited Guaranty is in full force and effect and is a legal, valid and binding obligation of the Sponsor, enforceable against the Sponsor in accordance with its terms. There has been no default under the Limited Guaranty by the Sponsor, and no event has occurred that, with or without notice, lapse of time or both, would constitute a default thereunder by the Sponsor.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Steinway Musical Instruments Inc), Agreement and Plan of Merger (Steinway Musical Instruments Inc)

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Limited Guaranty. Concurrently with the execution of this Agreement, Parent the Purchaser has delivered to the Company the Seller a limited guaranty of Sponsor, dated as of the date of this Agreement, in favor of the Company in respect of certain obligations of Parent and Acquisition Sub under this Agreement, up to the aggregate amount set forth therein executed by Sponsor (the “Limited Guaranty”), pursuant to which, and subject to the terms and conditions of which, Sponsor has guaranteed certain obligations of the Purchaser under this Agreement. The Limited Guaranty is in full force and effect and is a legal, valid and binding obligation of the Sponsor, enforceable against the Sponsor in accordance with its terms. There has been no default under , subject to the Limited Guaranty by the SponsorEnforceability Exceptions, and no event has occurred thatoccurred, which, with or without notice, lapse of time or both, would constitute a default thereunder by on the Sponsorpart of Sponsor under the Limited Guaranty.

Appears in 1 contract

Samples: Asset Purchase Agreement (Pitney Bowes Inc /De/)

Limited Guaranty. Concurrently with the execution of this Agreement, Parent Sponsor has duly executed and delivered to the Company the guaranty of limited guarantee by Sponsor, dated as of the date of this Agreement, in favor of the Company in respect of certain obligations of Parent and Acquisition Sub under this Agreement, up to the aggregate amount set forth therein (the “Limited Guaranty”). The Limited Guaranty is in full force and effect and is a legal, valid and binding obligation of the Sponsor, enforceable against the Sponsor in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. There has been is no default under the Limited Guaranty by the Sponsor, and no event has occurred that, that with or without notice, the lapse of time or both, the giving of notice or both would constitute a default thereunder by the Sponsor.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Burger King Holdings Inc)

Limited Guaranty. Concurrently with the execution of this Agreement, Parent has delivered to the Sponsors have deliveredto the Company the guaranty of Sponsor, dated as duly executed Limited Guaranty. As of the date of this Agreementhereof, in favor of the Company in respect of certain obligations of Parent and Acquisition Sub under this Agreement, up to the aggregate amount set forth therein (the “Limited Guaranty”). The Limited Guaranty is in full force and effect and is a legal, constitutes the valid and binding obligation of the SponsorSponsors, enforceable against the Sponsor Sponsors in accordance with its terms. There has been no default under the Limited Guaranty , in each case, except as such enforceability may be limited by the Sponsorbankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditor's rights, and by general equitable principles, and no event has occurred thatwhich, with or without notice, notice or lapse of time time, or both, would or would reasonably be expected to constitute a default thereunder by or breach on the Sponsorpart of the Sponsors under the Limited Guaranty.

Appears in 1 contract

Samples: Agreement and Plan of Merger

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Limited Guaranty. Concurrently with the execution of this Agreement, Parent has the Sponsors have delivered to the Company the guaranty of Sponsor, dated as duly executed Limited Guaranty. As of the date of this Agreementhereof, in favor of the Company in respect of certain obligations of Parent and Acquisition Sub under this Agreement, up to the aggregate amount set forth therein (the “Limited Guaranty”). The Limited Guaranty is in full force and effect and is a legal, constitutes the valid and binding obligation of the SponsorSponsors, enforceable against the Sponsor Sponsors in accordance with its terms. There has been no default under the Limited Guaranty , in each case, except as such enforceability may be limited by the Sponsorbankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditor’s rights, and by general equitable principles, and no event has occurred thatwhich, with or without notice, notice or lapse of time time, or both, would or would reasonably be expected to constitute a default thereunder by or breach on the Sponsorpart of the Sponsors under the Limited Guaranty.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Inteliquent, Inc.)

Limited Guaranty. Concurrently with the execution of this Agreement, Parent has delivered to the Company the guaranty of SponsorInvestor, dated as of the date of this Agreement, in favor of the Company in with respect of to certain obligations of Parent and Acquisition Sub Merger Subsidiary under this Agreement, up to the aggregate amount set forth therein Agreement (the “Limited Guaranty”). The Limited Guaranty is in full force and effect and is a legal, valid and binding obligation of the SponsorInvestor, enforceable (except for the Bankruptcy and Equity Exception) against the Sponsor Investor in accordance with its terms. There has been is no default under the Limited Guaranty by the SponsorInvestor, and no event has occurred that, with or without notice, lapse of time or both, would constitute a default thereunder by the SponsorInvestor.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Zep Inc.)

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