Guarantee Contract Clauses (320)

Guarantee. The payment by the Issuers of the principal of and premium, interest and Additional Interest, if any, on the Notes is fully and unconditionally guaranteed on a joint and several senior unsecured basis by each of the Guarantors to the extent set forth in the Indenture.

Guarantee. To the extent and only to the extent permitted by applicable law, each Party agrees to act as a guarantor of the indebtedness of the other, as and only as follows: (a) Party A will not incur any indebtedness to any Person not a party to this Agreement without the advance written consent of Party B in the exercise of its obligations to provide comprehensive Management Services under this Agreement. (b) Party B may, in the exercise of its reasonable business judgment, incur indebtedness to any Per...son not a party to this Agreement, provided that any such indebtedness may only be in connection with the Business. If Party B incurs any indebtedness as contemplated by this Section 6(b), Party A will act as a guarantor of that indebtedness. View More

Guarantee. To induce the Guaranteed Party to enter into that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, amended and restated, supplemented or otherwise modified from time to time, the "Merger Agreement;" capitalized terms used herein but not defined will have the meanings given thereto in the Merger Agreement), by and among MTY Franchising USA, Inc., a Delaware corporation ("Parent"), MTY Columbia Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of ...Parent ("Merger Sub"), and the Guaranteed Party, Guarantor hereby irrevocably guarantees to the Guaranteed Party the due and punctual payment, observance, performance and discharge of all of the obligations, covenants and agreements of Parent and Merger Sub under the Merger Agreement, including, without limitation, Article II and Section 5.11 of the Merger Agreement, subject to the limitations set forth in the Merger Agreement (as such obligations, covenants and agreements may be modified, amended or waived in accordance with the terms of the Merger Agreement, collectively, the "Obligations"); provided that in no event will Guarantor's liability under this Guarantee exceed an amount equal to the aggregate sum of the aggregate Merger Consideration, aggregate amounts payable pursuant to Section 2.3 of the Merger Agreement, the Payoff Amount, and all costs and expenses (including reasonable attorney's fees and expenses) incurred by the Company in connection with the enforcement of its rights under Section 8.15 of the Merger Agreement (such aggregate sum, the "Cap"), and the Guaranteed Party hereby agrees that, notwithstanding anything to the contrary contained in this Guarantee or the Merger Agreement, Guarantor will in no event be required to pay the Guaranteed Party or any other Person pursuant to this Guarantee, more than the Cap, and that this Guarantee shall not be enforced against Guarantor for any other remedy, other than the payment of a sum of money owing to Guarantor hereunder, in an amount not to exceed the Cap. It is acknowledged and agreed that this Guarantee will expire and will have no further force or effect, and the Guaranteed Party will have no rights hereunder, upon the Closing. Notwithstanding anything to the contrary set forth in this Guarantee, the Guaranteed Party hereby agrees that to the extent that Parent or Merger Sub is relieved from its payment obligations under the Merger Agreement by satisfaction thereof or pursuant to any agreement with the Guaranteed Party, Guarantor will be similarly relieved, to such extent, of its obligations under this Guarantee. View More

Guarantee. (a) In consideration of Seller entering into the Sale Agreement and for other good and valuable consideration (the receipt and sufficiency whereof is hereby acknowledged), Guarantor, with effect from the date hereof, unconditionally and irrevocably, as a continuing obligation and guarantee of performance, without set-off, abatement, deferment or deduction, guarantees to Seller the prompt payment and performance by Purchaser of the Guaranteed Obligations and undertakes with Seller that whenever t...he Purchaser does not promptly pay or perform the Guaranteed Obligations when due, Guarantor shall promptly pay upon the written demand from the Seller the amount set forth in the demand or perform (or procure the performance of) the Guaranteed Obligation as if it were the principal obligor. 2 (b) Guarantor as a principal obligor and not merely as surety, and as a separate and independent primary stipulation shall indemnify Seller upon written demand against any documented loss, liability or cost or expense suffered by Seller (including reasonable attorneys' fees and disbursements incurred by Seller in the enforcement of this Guarantee) if (i) it does not perform the Guaranteed Obligations or (ii) any Guaranteed Obligation becomes unenforceable, void, illegal or ineffective as against the Guarantor, the amount of such loss or liability being the amount which the Seller would otherwise be entitled to recover from Guarantor. (c) Guarantor shall make any payment (including payments of damages for breach of the Guaranteed Agreements by Purchaser) or procure the performance of or compliance with any Guaranteed Obligation set forth in a demand letter within five (5) Business Days of Guarantor's receipt of such written demand to an account indicated by the Seller in the demand, all subject to the requirements of, and conditions associated with, the Guaranteed Obligations. (d) The guarantee by Guarantor contained in this Section 3 is a primary obligation of Guarantor, is in addition to and not in substitution for any other security which Seller may now or hereafter hold for the obligations of Purchaser under the Guaranteed Agreements and is an unconditional, absolute, present and continuing obligation and is not conditional in any way upon the institution of suit or the taking of any other action or any attempt to enforce performance of or compliance with the covenants, agreements, terms or conditions (including without limitation any payment obligations) applicable to Purchaser contained in the Guaranteed Agreements and, to the extent permitted by law, shall be binding upon and enforceable against Guarantor without regard to the validity or enforceability of the Guaranteed Agreements. (e) To the extent that performance of or compliance with the guarantee by Guarantor contained in this Section 3 requires the payment of money, such guarantee is an absolute, unconditional, present and continuing guarantee of payment and not of collectability and is in no way conditional or contingent upon any attempt to collect from Purchaser or any other entity or to institute a suit against Purchaser or any other entity or to perfect or to enforce any security or upon any other condition or contingency. (f) Guarantor's guarantee of Guaranteed Obligations shall not be effect by, discharged or diminished as a consequence of the Seller being released from the Sale Agreement pursuant to its terms, nor by the sale of the Asset under the Sale Agreement failing to occur. View More

Guarantee. To the extent and only to the extent permitted by applicable law, each Party agrees to act as a guarantor of the indebtedness of the other, as and only as follows: (a) DSBT will not incur any indebtedness to any Person not a party to this Agreement without the advance written consent of DSHK in the exercise of its obligations to provide comprehensive Management Services under this Agreement. (b) DSHK may, in the exercise of its reasonable business judgment, incur indebtedness to any Person not a... party to this Agreement, provided that any such indebtedness may only be in connection with the Business. If DSHK incurs any indebtedness as contemplated by this Section 6(b), DSBT will act as a guarantor of that indebtedness. 2 7. Exclusivity. During the Term of this Agreement, (a) DSBT will not contract with any other Person to provide services which are the same or similar to the Management Services. For purposes of this Section 7 only, "Person" does not include any Affiliate of either Party, including other entities that may become affiliated with either Party. View More