Guarantee by Guarantor Clause Samples
The "Guarantee by Guarantor" clause establishes that a third party, known as the guarantor, promises to fulfill the obligations of another party if that party fails to do so. Typically, this means the guarantor will pay debts or perform duties on behalf of the primary obligor in the event of default. For example, in a loan agreement, if the borrower cannot repay, the guarantor is legally required to cover the outstanding amount. This clause provides assurance to the beneficiary that obligations will be met, thereby reducing the risk of non-performance or non-payment.
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Guarantee by Guarantor. The Guarantor hereby irrevocably, absolutely and unconditionally guarantees, as a primary obligation and not as a surety, to the Sellers the payment and performance of the obligations of the Buyer under this Agreement (in each case, subject to all limitations, qualifications, terms and conditions of the Buyer’s obligations set forth herein), including, for the avoidance of doubt, any obligations of the Buyer under Section 11.3 of this Agreement. This guaranty is an absolute, unconditional and continuing guaranty of payment and performance and not of collectability, irrespective of the validity, legality or enforceability of this Agreement or any other document or instrument contemplated hereby. The Guarantor waives promptness, diligence, presentment, demand, protest, notice of acceptance, notice of any obligations incurred and all other notices of any kind, all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect, any right to require the marshalling of assets of the Guarantor, any of its Affiliates or any other entity or other Person primarily or secondarily liable with respect to any of the guaranteed obligations, and all suretyship defenses generally. If any payment in respect of any of the guaranteed obligations is rescinded after receipt by the Sellers, the guaranty hereunder shall be automatically reinstated as if no such payment had ever been made. The Guarantor agrees that the Sellers shall not be required to prosecute collection, enforcement or other remedies against the Guarantor or to enforce or resort to any rights or remedies pertaining thereto, before calling on the Guarantor for payment or performance. The Guarantor hereby waives any and all notice of the creation, renewal, extension or accrual of the obligations of the Guarantor set forth in this Agreement and notice of or proof of reliance by the Sellers upon this Section 11.11 or acceptance of this Section 11.11. The guaranty provided by the Guarantor pursuant to this Section 11.11 is an unconditional guarantee of payment and not of collection and is in no way conditioned upon any requirement that the Buyer or any other Person first attempt to collect any amounts from any Seller or resort to any security or other means of collecting payments required to be made by the Sellers hereunder. The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by th...
Guarantee by Guarantor. Subject to Section 1.07 hereof, each of the Guarantors, on a several basis, hereby unconditionally, irrevocably, and absolutely guarantees to Investor (i) the due and punctual payment and collectibility of the principal of, and the premium, if any, and interest (including interest accruing on or after the filing of any petition in bankruptcy or reorganization, whether or not a claim for post-filing interest is allowed in such proceeding) on, all obligations of Borrower under the Note, when and as the same shall become due and payable, whether at maturity of such obligations, by acceleration, or otherwise, (ii) the due and punctual payment and collectibility of interest on the overdue principal of, and premium and interest, if any, on, all obligations of Borrower under the Note, to the extent lawful, (iii) the due and punctual performance of all of the covenants, agreements, and other obligations of Borrower to Investor in accordance with the terms of the Note, and (iv) in the case of any extension of time of payment or renewal of any of the obligations of Borrower under the Note, that the same will be promptly paid in full when due or performed in accordance with the terms of such extension or renewal, at stated maturity, by acceleration, or otherwise.
Guarantee by Guarantor. 13.1 The Guarantor, as primary obligor, unconditionally and irrevocably guarantees, by way of continuing guarantee to the Sellers the payment and performance by the Purchaser, when due, of all amounts and obligations under this Agreement and the other Transaction Documents. This guarantee shall remain in full force and effect until all such amounts and obligations have been irrevocably paid and discharged in full.
13.2 The Guarantor’s obligations under this Clause 14:
13.2.1 constitute direct, primary and unconditional obligations to pay on demand by the Sellers any sum which the Purchaser is liable to pay under this Agreement or any other Transaction Document and to perform on demand any obligation of the Purchaser under this Agreement or any other Transaction Document without requiring the Sellers to first take any steps against the Purchaser or any other person; and
13.2.2 shall not be affected by any matter or thing which but for this provision might operate to affect or prejudice those obligations, including:
(i) any time or indulgence granted to, or composition with, the Purchaser or any other person; or
(ii) the taking, variation, renewal or release of, or refusal or neglect to perfect or enforce, any right, remedy or security against the Purchaser or any other person; or
(iii) any legal limitation, disability or other circumstance relating to the Purchaser or any unenforceability or invalidity of any obligation of the Purchaser under this Agreement or any other Transaction Document.
13.3 Any agreement, waiver, consent or release given by the Purchaser shall bind the Guarantor and in references to the Parties the Purchaser and the Guarantor shall be treated as being a single party.
Guarantee by Guarantor. (a ) Guarantor represents and warrants to the Company as follows:
(i) Guarantor is a corporation duly organized, validly existing and in good standing under the Laws of Delaware. Guarantor has all requisite power to own, lease and operate its properties and to carry on its business as currently conducted.
(ii) Guarantor has the requisite corporate power and authority to enter into this Agreement and to perform its obligations under this Section 11.15. The execution and delivery by Guarantor of this Agreement and the performance by Guarantor of its obligations under this Agreement have been duly authorized by all necessary corporate action on the part of Guarantor, and no other corporate proceedings on the part of Guarantor are necessary to authorize the execution and delivery by Guarantor of this Agreement or the performance by Guarantor of its obligations under this Agreement in accordance with its terms. This Agreement has been duly executed and delivered by Guarantor and, assuming the due authorization, execution and delivery by the Company, constitutes the valid and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms except as such enforceability may be subject to (A) the Laws of general application relation to bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally and (B) general principles of equity.
(iii) Guarantor has sufficient assets to perform its obligations under this Section 11.15.
Guarantee by Guarantor. (a) The Guarantor hereby irrevocably guarantees for a period of twelve (12) months after the Closing Date (i) the due and punctual payment in full when due of any and all sums, whether fees, expenses, indemnities or other amounts payable by Seller, pursuant to or arising under, out of or in connection with this Agreement, and (ii) the prompt and complete performance by Seller of all other terms and provisions of this Agreement (the obligations to pay all such sums and perform all such terms and provisions are hereafter collectively referred to as the “Guaranteed Obligations”). A notice to Guarantor for Seller’s failure in performance of the Guaranteed Obligations shall be deemed sufficient that the Guarantor must perform the Guaranteed Obligations. Except for such notice, the Guarantor waives all other rights to other notice, presentment, demand and protest and any right to require Buyer to proceed against Seller or to pursue or exhaust any remedy in respect of the Guaranteed Obligations against Seller or any other person or entity.
(b) The Guarantor hereby represents and warrants that the execution and delivery by Guarantor of this Agreement and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Guarantor.
Guarantee by Guarantor. Guarantor hereby unconditionally and irrevocably guarantees the payment and performance of Imagine under the Put/Call option, including without limitation the timely payment of the Purchase Price, including any increase in the Purchase Price following default and collection expenses. Imagine and Guarantor agree that if the Put or Call is exercised, payment of the Purchase Price shall be made in full without offset, deduction, setoff or defense of any kind or nature whatsoever, and the entire Purchase Price must be paid in cash.
Guarantee by Guarantor. Guarantor hereby guarantees to BUYER the payment of any and all monetary obligations of CGI under this Agreement, including the indemnification obligations set forth in Article IX, and agrees to cause CGI to perform each of its other obligations to BUYER pursuant to this Agreement. Guarantor hereby agrees to indemnify BUYER against any Losses incurred by reason of any failure of CGI Corporation to pay or perform such obligations. The obligations of Guarantor shall be subject to valid defenses that CGI may have against BUYER and all other rights of CGI Corporation under this Agreement or at law or equity. Guarantor hereby waives presentment for payment, notice of nonpayment, demand, protest, notice of protest and notice of dishonor or default to any party including the Guarantor. No failure or delay on the part of BUYER to exercise any right, power or privilege with respect to this guarantee shall operate as a waiver thereof; and no single or partial exercise of any right, power, or privilege with respect to this guarantee shall preclude any other or further exercise thereof, or the exercise of any other right, power or privilege.
Guarantee by Guarantor. The Company covenants that it will cause any Subsidiary to execute and deliver to the holders of Securities such appropriate documents, including this Agreement and the Guarantee, upon becoming a Subsidiary of the Company to become a Guarantor under this Agreement and the Guarantee.
Guarantee by Guarantor. Guarantor agrees to cause Buyer, subject to the terms and conditions set forth in this Agreement, to perform any and all of its obligations under this Agreement, and irrevocably guarantees to Seller the performance by Buyer of any and all such obligations.
Guarantee by Guarantor. The Guarantor hereby guarantees that it shall provide sufficient financing or equity contribution to the Acquiror Parent or the Acquiror for purposes of the payment in full of the aggregate cash Consideration in accordance with Section 2.6 of this Agreement, if and to the extent that such Consideration is due in accordance with the terms and conditions of this Agreement. This guarantee shall be a continuing and irrevocable guarantee. Without limitation, the obligations under this guarantee shall not be released or discharged or affected by the bankruptcy, insolvency, dissolution or winding-up of the Acquiror or the Acquiror Parent. The Guarantor hereby waives any right to require Opta Minerals to exhaust any action or recourse against the Acquiror or the Acquiror Parent before requiring performance by the Guarantor pursuant to this guarantee.