Common use of Nature of Guarantee Clause in Contracts

Nature of Guarantee. The Guaranteed Party shall not be obligated to file any claim relating to the Obligations in the event that Parent and/or Merger Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s obligations hereunder. In the event that any payment to the Guaranteed Party in respect of any Obligations is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor shall remain liable hereunder with respect to such Obligations (subject to the Maximum Amount) as if such payment had not been made. This is an unconditional guaranty of payment and not of collectability. The Guarantor reserves the right to assert defenses which Parent and/or Merger Sub may have to payment of any Obligations, other than defenses arising from the bankruptcy or insolvency of Parent and/or Merger Sub and other defenses expressly waived hereby. The Guaranteed Party shall not be required to proceed against Parent, Merger Sub or any Other Guarantor first before proceeding against the Guarantor.

Nature of Guarantee. The Guaranteed Party shall not be obligated to file any claim relating to the Obligations in the event that Parent and/or or Merger Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s Guarantors’ obligations hereunder. In the event that any payment to the Guaranteed Party in respect of any Obligations is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor Guarantors shall remain liable hereunder with respect to such Obligations (subject to the Maximum Amount) as if such payment had not been made. This is an unconditional guaranty guarantee of payment and not of collectabilitycollectibility. Nothing in this Guarantee shall limit in any way the right of the Guaranteed Party to seek an injunction or injunctions or any other equitable relief in connection with breaches of this Guarantee or of the Merger Agreement under Section 9.05 of the Merger Agreement. The Guarantor reserves Guarantors reserve the right to assert defenses which Parent and/or or Merger Sub may have to payment of any Obligations, other than defenses arising from the bankruptcy or insolvency of Parent and/or or Merger Sub and other defenses expressly waived hereby. The Guaranteed Party shall not be required to proceed against Parent, Merger Sub or any Other Guarantor first before proceeding against the Guarantor.

Nature of Guarantee. The Except as may be required by applicable law, the Guaranteed Party shall not be obligated to file any claim relating to the Guaranteed Obligations in the event that Parent and/or Merger Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and neither any such filing nor the failure of the Guaranteed Party to so file shall not affect the Guarantor’s obligations hereunder. In the event that any payment to the Guaranteed Party in respect of any Obligations hereunder is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor shall remain liable hereunder with respect to such the Guaranteed Obligations (subject to the Maximum Amount) as if such payment had not been mademade (subject to the terms hereof). This is an unconditional guaranty guarantee of payment and not of collectability. The collectibility and a separate action or actions may be brought and prosecuted against any Guarantor reserves the right to assert defenses which Parent and/or Merger Sub may have to payment enforce this Limited Guarantee, irrespective of whether any Obligations, other than defenses arising from the bankruptcy or insolvency of Parent and/or Merger Sub and other defenses expressly waived hereby. The Guaranteed Party shall not be required to proceed action is brought against Parent, Merger Sub or any Other other Guarantor first before proceeding against the Guarantoror whether Parent, Merger Sub or any other Guarantor is joined in any such action or actions.

Nature of Guarantee. The Guaranteed Party shall not be obligated to file any claim relating to the Obligations in the event that Holdco, Parent and/or or Merger Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s Guarantors’ obligations hereunder. In the event that any payment to the Guaranteed Party in respect of any the Obligations is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor shall remain liable hereunder with respect to such its portion of the Obligations (subject up to the its Maximum Amount) Amount as if such payment had not been made. This is an unconditional guaranty guarantee of payment and not of collectability. The Each Guarantor reserves the right to assert defenses which Holdco, Parent and/or or Merger Sub may have to payment of any Obligations, other than defenses arising from the bankruptcy bankruptcy, insolvency or insolvency similar proceeding of Holdco, Parent and/or or Merger Sub and other defenses expressly waived hereby. The Guaranteed Party shall not be required to proceed against Parent, Merger Sub or any Other Guarantor first before proceeding against the Guarantorherein.

Nature of Guarantee. The Guaranteed Party shall not be obligated to file any claim relating to the Obligations in the event that Parent and/or Merger Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s obligations hereunderObligations. In the event that any payment to the Guaranteed Party in respect of any the Obligations is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor Guarantors shall remain liable hereunder solely with respect to such the Obligations (subject to the Cap and each Guarantor’s Maximum Amount) as if such payment had not been made. This is an unconditional guaranty guarantee of payment and not only of collectability. The Guarantor reserves In furtherance of the right foregoing, each of the Guarantors acknowledges that its respective liability hereunder shall extend to assert defenses which Parent and/or Merger Sub may have the full amount of the Obligations (subject to payment of any Obligationssuch Guarantor’s Maximum Amount), other than defenses arising from and that the bankruptcy or insolvency of Parent and/or Merger Sub and other defenses expressly waived hereby. The Guaranteed Party shall not be required may, in its sole discretion, bring and prosecute a separate Action against such Guarantor to proceed enforce this Limited Guarantee for such amount, regardless of whether any Action is brought against Parent, Parent or Merger Sub Subs or any Other Guarantor first before proceeding against the Guarantorwhether Parent or Merger Subs are joined in such Action.