Purchaser Guarantor. Purchaser Guarantor hereby irrevocably and unconditionally guarantees to the Sellers the prompt and complete performance by Purchaser of all of Purchaser’s obligations and covenants required by this Agreement, including the due and punctual payment of all amounts which are or may become due and payable by Purchaser hereunder, including any Earn-out Payment provided for pursuant to Exhibit A, when and as the same shall become due and payable (collectively, the “Purchaser Obligations”), in accordance with the terms hereof. Purchaser Guarantor acknowledges and agrees that, with respect to all Purchaser Obligations to pay money, such guaranty shall be a guaranty of payment and performance and not of collection and shall not be released, discharged, mitigated, impaired or affected by:
Purchaser Guarantor. 10.2.1 In consideration of the Seller entering into this Agreement, the Purchaser Guarantor irrevocably and unconditionally:
Purchaser Guarantor. (A) The Purchaser Guarantor irrevocably and unconditionally guarantees to the Vendor the due and punctual performance of all the obligations of the Purchaser contained in this Agreement and the Purchaser Documents and shall pay to the Vendor from time to time on demand any sum of money which the Purchaser shall at any time be liable to pay to the Vendor under or pursuant to this Agreement and the Purchaser Documents and which has not been paid at the time the demand is made. The obligations of the Purchaser Guarantor in this clause 10.2(A) are primary obligations and not a mere surety and shall not be affected by any of the obligations of Purchaser being void, voidable or unenforceable for any reason and in such event the Purchaser Guarantor shall perform the obligations of the Purchaser as if it were primarily liable for the performance.
Purchaser Guarantor. The Purchaser Guarantor guarantees as for its own debt (såsom för egen skuld) the proper fulfilment of all of the obligations of the Purchaser and/or any Nominated Entity pursuant to this Agreement and the Tax Covenant and the correct performance of any and all obligations that the Purchaser and/or any Nominated Entity will have in relation to the Sellers or any other member of the P7S1 Group under or in connection with this Agreement and the Tax Covenant, including, but not limited to, the payment of the Total Purchase Price, the Break-up Fee and any claims for damages by the Sellers resulting from any breach of the Purchaser's and/or any Nominated Entity's obligations under this Agreement and the Tax Covenant. The Purchaser Guarantor hereby waives any rights which it may have to require the Sellers to first proceed against or claim payment, if any, from Purchaser and/or any Nominated Entity to the effect that the Purchaser, any Nominated Entity and the Purchaser Guarantor shall be liable jointly and severally under this Section 17.
Purchaser Guarantor. Subject to and effective only upon its receipt of the approval of the South African Reserve Bank, Purchaser Guarantor agrees to cause Purchaser to comply with Purchaser's obligations hereunder until the Closing. As of and effective automatically upon the Closing, Purchaser Guarantor shall be released from all obligations and liabilities under this Agreement. Purchaser Guarantor agrees to use its commercially reasonable efforts to obtain the requisite approval of the South African Reserve Bank as promptly as possible.
Purchaser Guarantor. 14.1. In consideration of the Sellers entering into this Deed, the Purchaser Guarantor unconditionally and irrevocably guarantees to each Seller and to each of its Affiliates as a continuing obligation that the Purchaser will comply properly with its obligations under this Deed and each Transaction Document to which it is a party (including any liability to pay damages, agreed or otherwise under this Deed or any Transaction Document) (the Purchaser Guaranteed Obligations).
Purchaser Guarantor. 16.1 In consideration of the Vendors entering into this Agreement, the Purchaser Guarantor hereby irrevocably and unconditionally guarantees to the Vendors as principal obligor and not merely as surety, the due and proper performance by the Purchaser of the prompt payment by the Purchaser of any financial obligation of the Purchaser under or in respect of this Agreement (“Financial Obligation”) (as defined in Clause 14.12) and agrees to indemnify the Vendors against all costs, claims, expenses, losses, damages, liabilities and proceedings which the Vendors may incur or suffer arising from any breach by the Purchaser of such obligation. If the Purchaser is in default under this Agreement of its obligation to pay any Financial Obligation the Purchaser Guarantor shall pay the Further Consideration as if it were a party to the Agreement.
Purchaser Guarantor. 16.1 In consideration of the Seller and the RBS Seller entering into this Agreement, the Purchaser Guarantor unconditionally and irrevocably guarantees to the Seller and to the RBS Seller and to each of their respective Affiliates as a continuing obligation that the Purchaser will comply properly and punctually with its obligations under this Agreement and each Transaction Document to which it is a party (including its liabilities to pay damages, agreed or otherwise under this Agreement or any such Transaction Document) (the Purchaser Guaranteed Obligations).
Purchaser Guarantor. 11.1 In consideration of the Seller entering into this Agreement, the Purchaser Guarantor (as principal obligor and not merely as a surety) unconditionally and irrevocably guarantees as a continuing obligation the proper performance by the Purchaser of all its obligations under or pursuant to this Agreement.
Purchaser Guarantor. 9.1 Cephalon, Inc. (the Purchaser Guarantor) unconditionally and irrevocably guarantees to you the due and punctual discharge and performance by the Purchaser of its obligations pursuant to the Offer (such obligations being together in this paragraph 9 the Guaranteed Obligations) including, without limitation, the payment by the Purchaser of consideration for your Offer Shares and agrees that if at any time or from time to time any Guaranteed Obligation of the Purchaser is not discharged or performed in full on the due date therefore, the Purchaser Guarantor will promptly after being given not less than three Business Days’ notice of the failure of the Purchaser to discharge or perform such obligation (and if such failure is not remedied by us in the interim) unconditionally discharge or perform or procure the discharge or performance of the relevant amount or obligation.
