Seller Parent Guarantee Sample Clauses
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Seller Parent Guarantee. The Seller Parent hereby guarantees to the Buyer the full and timely performance of all of the obligations of the Seller under this Agreement (the “Guaranteed Obligations”). This is a guarantee of performance, and not merely of collection, and the Seller Parent acknowledges and agrees that this guarantee is full and unconditional, and no amendment, modification, release or extinguishment of the Seller’s obligations or liabilities, whether by decree in any bankruptcy proceeding or otherwise, shall affect the continuing validity and enforceability of this guarantee. The Seller Parent hereby waives, for the benefit of the Buyer, (i) any right to require the Buyer, as a condition of performance by the Seller Parent, to proceed in any legal action against the Seller or pursue any other remedies whatsoever and (ii) to the fullest extent permitted by applicable law, any defenses or benefits that may be derived from or afforded by any law that limits the liability of or exonerates guarantors or sureties, other than defense of performance in full of the Guaranteed Obligations. The Seller Parent will reimburse the Buyer for all reasonable and documented out-of-pocket costs and expenses (including court costs and reasonable attorneys’ fees) incurred by the Buyer in connection with the enforcement of its rights under this Section 10.13. If all or any part of any payment to or for the benefit of the Buyer in respect of a Guaranteed Obligation is invalidated, declared to be fraudulent or preferential or set aside and, in each such case, required for any reason to be repaid or paid to a trustee, receiver or other Person that is not the Buyer, the Guaranteed Obligations that otherwise would have been satisfied by that payment or partial payment will be revived and will continue in full force and effect as if that payment had not been made. The Seller Parent understands and acknowledges that the Buyer is relying on this guarantee and the representations and warranties of the Seller Parent in Article 4 in entering into this Agreement.
Seller Parent Guarantee. (a) To induce the Purchasers to enter into this Agreement, the Seller Parent hereby agrees to cause each Seller to perform all of its obligations hereunder and under the Ancillary Agreements and hereby further absolutely, unconditionally and irrevocably guarantees to Purchasers the due and punctual payment by, and performance and discharge of, all of the obligations of each Seller pursuant to this Agreement and the Ancillary Agreements (collectively, the Guaranteed Seller Obligations). The liability of Seller Parent as aforesaid shall not be released or diminished by any arrangements or alterations of terms (whether of this Agreement or any other agreement or certificate contemplated hereby) or any forbearance, neglect or delay in seeking performance of the payment obligations hereby imposed or any granting of time for such payment. Seller Parent hereby waives all defenses otherwise available to a guarantor or surety other than fraud, payment or performance in full, and accord and satisfaction pursuant to a mutually executed instrument.
(b) This guarantee is to be a continuing guarantee of the Purchasers for the Guaranteed Seller Obligations that may be owed by a Seller. This guarantee shall continue to be effective or be reinstated, as the case may be, if at any time a Seller fails to perform or pay any of the Guaranteed Seller Obligations.
Seller Parent Guarantee. Seller Parent hereby fully guarantees the due, prompt and full performance, payment and discharge when due of all the covenants, obligations, agreements and undertakings of Seller under this Agreement.
Seller Parent Guarantee. Seller Parent unconditionally and irrevocably guarantees as a continuing obligation, the due and punctual payment and performance by Holdco and the Company of all of the covenants, agreements and other obligations of Holdco and the Company to Buyer set forth in this Agreement (the “Seller Obligations”), and if Holdco or the Company fails to pay any amount or perform any Seller Obligations when due in accordance with the terms and conditions of this Agreement, Seller Parent shall pay such amount to Buyer and perform such obligation forthwith upon receiving written demand therefor from Buyer. Seller Parent shall be liable under this guarantee as if it were a primary obligor and not merely as a surety. The guarantee hereunder shall be a continuing guarantee and shall remain in full force and effect until all Seller Obligations have been paid and performed in full. This guarantee is in addition to, and independent of, any lien, guarantee or other security or right or remedy now or at any time hereafter held by or available to Buyer. More than one demand may be made under this guarantee. Demands made from time to time under this guarantee may be enforced irrespective of whether any steps or proceedings are or will be taken against Buyer to recover the indebtedness claimed under this guarantee or whether any other guarantee or security to which Buyer may be entitled in respect thereof is or will be enforced.
Seller Parent Guarantee. Seller Parent hereby absolutely, unconditionally and irrevocably guarantees, as a direct obligation, in favor of Buyer the full and timely performance, observance and payment by Seller of each and every covenant, agreement, undertaking, representation, warranty, indemnity, liability and obligation of Seller contained in this Agreement. Seller Parent agrees that Buyer shall not have to proceed first against Seller before exercising its rights under or in respect of this guarantee against Seller Parent. The Parties have executed this Agreement as of the date first written above. Per: (signed) “▇▇▇▇▇ ▇▇▇▇▇▇▇” Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Manager Per: (signed) “▇▇▇▇ ▇▇▇▇” Name: ▇▇▇▇ ▇▇▇▇ Title: President
Seller Parent Guarantee. Seller Parent unconditionally guarantees to Purchaser the due and punctual performance of the obligations of Seller under this Agreement and the transactions contemplated by this Agreement (the “Seller Guaranteed Obligations”). If, for any reason whatsoever, Seller shall fail, or be unable, to duly, punctually and fully pay or perform the Seller Guaranteed Obligations, Seller Parent will forthwith perform, or cause to be performed, the Seller Guaranteed Obligations.
Seller Parent Guarantee. The Seller Parent has executed this letter agreement where provided for below to confirm that the guarantee it has given under Section 11.17 of the AK Purchase Agreement remains in full force and effect in accordance with its terms.
Seller Parent Guarantee. 22.1 The Seller Parent as primary obligor (and not as a surety) unconditionally and irrevocably:
Seller Parent Guarantee. 82 Schedule 1.4 - Purchase Price Allocation Schedule 4.8(a) - Financing Terms Schedule 4.2(i) - Content and Technology Agreements Schedule 5.2(a) - Required Consents Schedule 6.5(a) - Business-Related Names Schedule 6.12(a) - Thomson Learning Business Employees Schedule 6.13(a) - Business Subsidiary Business Employees Schedule 11.1 - Monsoon Platform Exhibit A - Form of ▇▇▇▇ of Sale Exhibit B - Form of Patent Assignment Exhibit C - Form of Trademark Assignment Exhibit D- Form of Copyright Assignment Exhibit E - Form of Instrument of Assumption Exhibit F - Transition Services Agreement Exhibit G - License Agreement STOCK AND ASSET PURCHASE AGREEMENT
Seller Parent Guarantee. Seller Parent hereby unconditionally and absolutely guarantees to Buyers the prompt and full payment and performance of all covenants, agreements and other obligations of Sellers hereunder, including but not limited to all of Sellers' indemnification obligations pursuant to Section 5.9 and Sellers' obligations pursuant to Section 8. The foregoing guarantee shall be direct, absolute, irrevocable and unconditional and shall not be impaired irrespective of any modification, release, supplement, extension or other change in the terms of all or any of the obligations of Sellers hereunder or for any other reason whatsoever. Seller Parent hereby waives any requirement of promptness, diligence or notice with respect to the foregoing guaranty and any requirement that Buyers exhaust any right or take any action against Sellers in respect of any of their obligations hereunder.