Purchaser Parent Guarantee Sample Clauses
The Purchaser Parent Guarantee clause requires the parent company of the purchaser to guarantee the obligations and liabilities of its subsidiary or affiliate under the agreement. In practice, this means that if the purchasing entity fails to fulfill its contractual duties, the parent company is legally responsible for performing those obligations or covering any resulting losses. This clause provides the seller with additional security by ensuring that a financially stronger entity stands behind the purchaser, thereby reducing the risk of non-performance or default.
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Purchaser Parent Guarantee. (a) The Purchaser Parents hereby unconditionally, irrevocably and absolutely covenant with and guarantee to the Sellers and their Affiliates the due and punctual performance and discharge of any and all of the obligations of the Purchaser (and any Purchaser Designee) under this Agreement and the Related Agreements existing on the Effective Date or hereafter of any kind, nature and character whatsoever, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary, including the due and punctual payment of the Aggregate Purchase Price, any indemnification obligations of the Purchaser (and any Purchaser Designee) hereunder, the obligations under Section 6.14 and any other amounts that the Purchaser (and any Purchaser Designee) is or may become obligated to pay pursuant to this Agreement (collectively, the "Purchaser Obligations"). The guarantee under this Section 6.12 is a guarantee of timely payment in full and performance of the Purchaser Obligations when due and not merely a guarantee of collection. The obligations of the Purchaser Parents under the guarantee in this Section 6.12 are several (and not joint and several) and in respect of any liability under it, IPR shall be responsible for seventy percent (70%) of such liability and Mitsui shall be responsible for thirty percent (30%) of such liability.
(b) To the fullest extent permitted by Applicable Law, the obligations of each Purchaser Parent hereunder shall remain in full force and effect without regard to, and shall not be affected or impaired by, (i) any change in the corporate structure or ownership of any Purchaser Party or any Purchaser Designee or the bankruptcy, insolvency, reorganization, dissolution, liquidation or other similar proceeding relating to any Purchaser Party or any Purchaser Designee or any Affiliate or Subsidiary of any Purchaser Party or any Purchaser Designee or (ii) any neglect, delay, omission, failure or refusal of any Purchaser Party or any Purchaser Designee or any Seller or its Affiliates to take or prosecute any action in connection with this Agreement or any other Related Agreement. In connection with this Section 6.12, each Purchaser Parent unconditionally waives: (A) any right to receive demands, protests or other notices of any kind or character whatsoever, as the same may pertain to any Purchaser Party or any Purchaser Designee, (B) any right to require any Seller to proceed first against any other Purchaser Party or any Purchase...
Purchaser Parent Guarantee. Purchaser Parent does hereby irrevocably and unconditionally guarantee the performance by Purchaser of each and every obligation of Purchaser under this Agreement, including the obligation to make all payments which become due from Purchaser hereunder. In addition, Purchaser Parent shall be responsible for the accuracy of each and every representation and warranty made by Purchaser under this Agreement. The guaranty set forth in this Section 11.5 shall in all respects be a continuing, absolute and unconditional guaranty, and shall remain in full force until all guaranteed obligations are performed in full. Notwithstanding the foregoing, Purchaser Parent shall be entitled to assert any defenses to payment or performance that would be available to Purchaser in any action commenced by any Seller Party to enforce the foregoing guaranty
Purchaser Parent Guarantee. (a) The Purchaser Parent hereby unconditionally and irrevocably guarantees to the Seller the timely and complete performance and payment of all obligations of the Purchaser under this Agreement (the “Purchaser Guaranteed Obligations”). The guarantee under this Article 13 may be enforced by the Seller without the necessity at any time of resorting to or exhausting any other remedy or without the necessity at any time of having recourse against the Purchaser under this Agreement. The Purchaser Parent agrees that nothing contained in this Article 13 shall prevent the Seller from exercising any and all rights or remedies under this Agreement if the Purchaser fails to timely perform the Purchaser Guaranteed Obligations, and the exercise of any of the aforesaid rights and the completion of any actions or proceedings related thereto shall not constitute a discharge of any of the obligations of the Purchaser Parent hereunder, it being the express purpose and intent of the Purchaser Parent that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. For greater certainty, the fulfillment of the Purchaser Guaranteed Obligations by the Purchaser shall constitute a discharge of any of the obligations of the Purchaser Parent hereunder.
(b) The obligation of the Purchaser Parent to perform the Purchaser Guaranteed Obligations will not be limited or reduced as a result of the termination, invalidity or unenforceability of any right of the Purchaser under this Agreement against the Purchaser as a result of bankruptcy, insolvency or similar proceeding affecting the Purchaser or for any other circumstance or reason whatsoever (other than the fulfillment of the Purchaser Guaranteed Obligations).
(c) The terms of this Article 13 shall continue to be effective, or shall be reinstated, as the case may be, if at any time any payment (in whole or in part), of any of the Purchaser Guaranteed Obligations is rescinded or must otherwise be returned or restored by the Purchaser by reason of the bankruptcy, insolvency or reorganization of the Purchaser, all as if though such Purchaser Guaranteed Obligations had not been fulfilled.
(d) The Purchaser Parent, as a principal obligor, and as a separate and independent obligation and liability from its obligations and liabilities under this Article 13 but without duplication of recovery thereunder, shall indemnify, defend and save harmless the Seller and each of the Seller Indemnified Parti...
Purchaser Parent Guarantee. The Purchaser Parent Guarantee shall have been duly executed and delivered by the Purchaser Parent.
Purchaser Parent Guarantee. (a) The Purchaser Guarantor unconditionally and irrevocably guarantees to the Seller the Purchaser’s compliance with the Purchaser’s obligations in connection with this Agreement, including each obligation to pay money.
(b) If the Purchaser does not comply with those obligations on time and in accordance with this this Agreement, then the Purchaser Guarantor agrees to comply with those obligations on demand from the Seller. A demand may be made whether or not the Seller has made demand on the Purchaser.
Purchaser Parent Guarantee. Notwithstanding anything in this Agreement to the contrary, to induce the Vendors and the Principals to enter into this Agreement, the Purchaser Parent hereby absolutely, unconditionally and irrevocably personally guarantees to the Vendors and the Principals the due and punctual observance, payment and performance of the obligations of the Purchaser pursuant to Article 2, Article 5 and Article 7 (the “Purchaser Parent Guaranteed Obligations”). For greater certainty, Purchaser Parent acknowledges that its liability hereunder shall extend to the full amount of the Purchaser Parent Guaranteed Obligations, and that the Vendors’ Representative may, in its sole discretion, bring and prosecute a separate action or actions against Purchaser Parent to enforce this guarantee for the full amount of the Purchaser Parent Guaranteed Obligations, regardless of whether any action is brought against Purchaser. Purchaser Parent covenants and agrees that it shall not institute any proceeding asserting that such guarantee is unenforceable and hereby waives any right that it may have to assert that such guarantee is unenforceable. This guarantee shall remain in full force and effect and shall by binding on Purchaser Parent, its successors and assigns for so long as Purchaser has any obligation pursuant to this Article 8.
Purchaser Parent Guarantee. In consideration of, and as an inducement to the Company and the Principal Shareholders entering into this Agreement and performing their obligations hereunder, the Purchaser Parent hereby irrevocably, absolutely and unconditionally guarantees to the Company and the Principal Shareholders the full performance and payment by Purchaser of the covenants, obligations, monetary or otherwise, and undertakings of Purchaser pursuant to or otherwise in connection with this Agreement, and the consummation of the transactions contemplated hereby and thereby (the “Purchaser Guaranteed Obligations”). Any breach of, or other failure to perform, any representation, warranty, covenant, obligation, agreement or undertaking of Purchaser shall also be deemed to be a breach or failure to perform by the Purchaser Parent, and the Company and the Principal Shareholders shall have the right, exercisable in their sole discretion, to pursue any and all available remedies they may have arising out of any such breach or nonperformance directly against either or both of Purchaser and the Purchaser Parent in the first instance. This guarantee is a guarantee of performance and not exclusively of collection. The Purchaser Parent acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by this Agreement and that the waivers set forth in this Section 11.1 are knowingly made in contemplation of such benefits.
Purchaser Parent Guarantee. Purchaser’s parent, the Guarantor, hereby guarantees to the Sellers as an independent guarantee (Garantieerklärung) upon first demand by Sellers’ Agent the full and punctual performance of all payment obligations of Purchaser under or in connection with Section 4, 5, 10 and 17 of this Agreement.
Purchaser Parent Guarantee. Purchaser Parent hereby irrevocably, absolutely and unconditionally guarantees to Parent the prompt and complete payment when and as due of the Earnout Payments to be made by Purchaser under this Agreement, subject to Sections 2.6, 2.7 and 7.1 hereof. This guaranty is an absolute, present and continuing guaranty of Purchaser’s payment of the Earnout Payments hereunder and not merely a guaranty of collectability. In the event that Purchaser does not perform its obligations under this Agreement with regard to the payment of the Earnout Payments as provided herein, Parent shall have the right under this guaranty by Purchaser Parent to seek performance directly from Purchaser Parent without any requirement that Parent shall have first demanded performance from Purchaser, given Purchaser any notice of Purchaser’s failure to perform or taken any enforcement action against Purchaser. In furtherance of the foregoing, Purchaser Parent acknowledges and agrees that Parent may, in its sole discretion, bring and prosecute a separate action or actions against Purchaser Parent to enforce its obligations under this Section, regardless of whether an action is brought against Purchaser, or whether Purchaser is joined in any such action or actions.
Purchaser Parent Guarantee. Purchaser shall have executed and delivered to Seller the Guarantee described in Section 17.9 a form of which is attached hereto as Exhibit 3.