Guarantee by the Parent Clause Samples

The "Guarantee by the Parent" clause establishes that a parent company agrees to take responsibility for the obligations or liabilities of its subsidiary under a contract. In practice, this means that if the subsidiary fails to fulfill its contractual duties—such as making payments or delivering goods—the parent company is legally required to step in and perform those obligations. This clause provides assurance to the other party in the contract that they will be protected from losses due to the subsidiary's default, thereby reducing credit risk and increasing confidence in the agreement.
Guarantee by the Parent. The Parent will guarantee the Notes on a senior unsecured basis on the Issue Date in accordance with Article 10.
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Guarantee by the Parent. The Parent, as principal obligor and not as surety, covenants with the Buyer: (a) to cause the Seller to effect prompt and complete performance of all the terms, covenants, conditions and provisions of this Agreement and the agreements contemplated hereby that are to be kept, observed and performed by the Seller. (b) that, if for any reason whatsoever, including the insolvency or bankruptcy of the Seller, the Seller shall at any time or from time to time fail to keep, perform or observe any term, covenant, condition or provision of this Agreement or any of the agreements contemplated hereby that is to be kept, observed or performed by the Seller, then the Parent shall forthwith on demand of the Buyer, perform or observe, as the case may be, such term, covenant, condition or provision in accordance with the relevant provisions of this Agreement and the agreements contemplated hereby; (c) that the Parent is jointly and severally bound with the Seller to perform the terms, covenants, conditions and provisions of this Agreement and the agreements contemplated hereby that are to be kept, observed and performed by the Seller and, in the enforcement of its rights pursuant to this Section 13.17 the Buyer may proceed against the Parent as if the Parent were a principal party under this Agreement with respect to such terms, covenants, conditions and provisions applicable to the Seller. In the event of a default by the Seller under this Agreement or the agreements contemplated hereby, the Parent waive any right to require the Buyer to: (i) proceed against the Seller or pursue any rights or remedies with respect to this Agreement or the agreements contemplated hereby against the Seller, or (ii) pursue any other remedy whatsoever in the power of the Buyer prior to the Buyer pursuing any rights it may have under this Agreement or the agreements contemplated hereby against the Parent. Without limiting the generality of the foregoing, the liability of the Parent shall not be deemed to have been waived, released, discharged, impaired or affected by reason of the release or discharge of the Seller in any receivership, bankruptcy, winding-up or other creditors' proceedings or the rejection, disaffirmance or disclaimer of this Agreement or any of the agreements contemplated hereby in any proceeding, and shall continue with respect to the periods prior thereto and thereafter, for and with respect to this Agreement and the agreements contemplated hereby.
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Guarantee by the Parent. The Parent hereby unconditionally and irrevocably guarantees all of the obligations of the Buyer pursuant to this Agreement and the Ancillary Agreements.
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Guarantee by the Parent. The Parent hereby unconditionally guarantees to Executive, the due performance and prompt payment of the obligations of the Company hereunder.
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Related to Guarantee by the Parent

  • Guarantee by the Company Subject to the terms and conditions hereof, the Company, including in its capacity as holder of the Common Securities, hereby irrevocably and unconditionally guarantees to each person or entity to whom the Trust is now or hereafter becomes indebted or liable (the "Beneficiaries") the full payment when and as due, of any and all Obligations (as hereinafter defined) to such Beneficiaries. As used herein, "

  • Waiver by the Guarantor The Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against the Borrower or any other Person.

  • Waiver by the Guarantors Each Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against the Company or any other Person.

  • Reports by the Preferred Guarantee Trustee Within 60 days after May 15 of each year, the Preferred Guarantee Trustee shall provide to the Holders of the Preferred Securities such reports as are required by Section 313 of the Trust Indenture Act, if any, in the form and in the manner provided by Section 313 of the Trust Indenture Act. The Preferred Guarantee Trustee shall also comply with the requirements of Section 313(d) of the Trust Indenture Act.

  • Release by the Company (a) The Company hereby unconditionally and irrevocably releases and forever discharges each Seller and each of their Representatives (collectively, the “Seller Releasees”) from any and all claims, counterclaims, setoffs, demands, Actions, orders, obligations, contracts, agreements, debts, damages, expenses, losses and liabilities whatsoever, whether known or unknown, suspected or unsuspected, both at law and in equity (collectively, “Company Claims”), which the Company now has, has ever had, or may hereafter have against the Seller Releasees arising contemporaneously with or prior to the Closing or on account of or arising out of any matter, cause, or event occurring contemporaneously with or prior to the Closing, whether or not relating to Company Claims pending on, or asserted after, the Closing (collectively, the “Company Released Claims”); provided, however, that nothing contained in this Release will operate to release any obligation of Sellers set forth in (i) the Purchase Agreement or any agreement or instrument being executed and delivered pursuant to the Purchase Agreement or (ii) the Employment Agreement or the Separation Agreement. (b) The Company represents and warrants to each Seller Releasee that the Company has not transferred, assigned, or otherwise disposed of any part of or interest in any Company Released Claim. (c) The Company hereby irrevocably covenants not to, directly or indirectly, assert any claim or demand, or commence, institute, or voluntarily aid in any way, or cause to be commenced or instituted, any Action of any kind against any Seller Releasee based upon any Company Released Claim. (d) Without in any way limiting any rights and remedies otherwise available to any Seller Releasee, the Company shall indemnify and hold harmless each Seller Releasee from and against and shall pay to each Seller Releasee the amount of, or reimburse each Seller Releasee for, all loss, liability, claim, damage (including incidental and consequential damages), or expense (including reasonable costs of investigation and defense and reasonable attorneys’ and reasonable accountants’ fees), whether or not involving third-party claims, arising directly or indirectly from or in connection with (a) the assertion by or on behalf of the Company of any Company Released Claim, and (b) the assertion by any third party of any claim or demand against any Seller Releasee which claim or demand arises directly or indirectly from, or in connection with, any assertion by or on behalf of the Company against such third party of any Company Released Claim.