Common use of FURTHER ASSURANCES; PARENT GUARANTEE Clause in Contracts

FURTHER ASSURANCES; PARENT GUARANTEE. The Company and the Executive shall cooperate with each other prior to the Closing and do, or procure the doing of, all acts and things, and execute, or procure the execution of, all documents, as may reasonably be required to give full effect to this Agreement (including, without limitation, the Company taking such actions as are necessary to form Parent under applicable law and cause Parent to execute this Agreement prior to the Closing). Parent hereby guarantees the performance of the obligations of the Company to pay all cash amounts due to the Executive pursuant to this Agreement. In the event that the Company is unable or unwilling to pay any such amounts when due, upon notice of such non-payment received by Parent from the Executive, Parent shall immediately pay such amounts, or take any and all actions necessary to cause one or more Affiliates to pay such amounts, on behalf of the Company.