Common use of Purchaser Parent Guarantee Clause in Contracts

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 Purchaser Designee or to exhaust any security held by it or to pursue any other remedy, (C) any defense based upon an election of remedies by any Seller, (D) any duty of any Seller to advise the Purchaser Parents of any information known to it regarding any Purchaser Party or Purchaser Designee or its ability to perform under this Agreement or any Related Agreement, and (E) all suretyship and other defenses of every kind and nature. (c) The obligations of the Purchaser Parents under this Section 6.12 shall be automatically reinstated if and to the extent that for any reason any payment or other performance by or on behalf of any Purchaser Party or any Purchaser Designee in respect of the Purchaser Obligations is rescinded or must be otherwise restored, and each Purchaser Parent agrees that it will indemnify EME and the other Sellers on demand for all costs and expenses (including reasonable attorneys fees and expenses) incurred by any of them in connection with such rescission or restoration. If in connection with the foregoing, any Seller or its Affiliates is required to refund part or all of any payment of any Purchaser Party or any Purchaser Designee, such payment by any of them shall not constitute a release of any Purchaser Parent from any liability under this Section 6.12, and each Purchaser Parent's liability under this Section 6.12 shall be reinstated to the fullest extent allowed under Applicable Law and shall not be construed to be diminished in any manner. (d) This Section 6.12 shall survive the Closing and any termination pursuant to Article IX hereof and shall remain in full force and effect, subject to the provisions of Section 6.12(c).

Purchaser Parent Guarantee. (a) The Purchaser Parents Parent hereby unconditionally, irrevocably and absolutely covenant with and guarantee guarantees 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 each Seller to make the due and punctual payment of the Aggregate Deposit and the 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 Price (collectively, the "Purchaser Obligations"). The ----------- guarantee under this Section 6.12 8.9 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 organizational structure or ownership of any Purchaser Party or any Purchaser Designee Parent 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 either Purchaser Party or any Purchaser Designee Parent or (ii) any neglect, delay, omission, failure or refusal of any Purchaser Party or any Purchaser Designee or any the Seller or its Affiliates to take or prosecute any action in connection with this Agreement or any other Related Agreementagreement delivered in connection herewith. In connection with this Section 6.128.9, each Purchaser Parent unconditionally ----------- waives: (Ai) any right to receive demands, protests protests, or other notices of any kind or character whatsoever, as the same may pertain to any Purchaser Party or any Purchaser DesigneePurchaser, (Bii) any right to require any Seller to proceed first against any other Purchaser Party or any Purchaser Designee or to exhaust any security held by it any Seller or to pursue any other remedy, (Ciii) any defense based upon an election of remedies by any Seller, (Div) any duty of any Seller to advise the Purchaser Parents Parent of any information known to it such Seller regarding any Purchaser Party or Purchaser Designee or its ability to perform under this Agreement or any Related Agreement, and (Ev) all suretyship and other defenses of every kind and nature. (c) The obligations of the Purchaser Parents Parent under this Section 6.12 8.9 shall ----------- be automatically reinstated if and to the extent that for any reason any payment or other performance by or on behalf of any Purchaser Party or any Purchaser Designee in respect of the Purchaser Obligations is are rescinded or must be otherwise restored, and each Purchaser Parent agrees that it will indemnify EME and the other Sellers each Seller on demand for all costs and expenses (including reasonable attorneys attorneys' fees and expenses) incurred by any of them such Seller in connection with such rescission or restoration. If in connection with the foregoing, any Seller or its Affiliates is required to refund part or all of any payment of any Purchaser Party or any Purchaser DesigneePurchaser, such payment by any of them such Seller shall not constitute a release of any Purchaser Parent from any liability under this Section 6.12hereunder, and each Purchaser Parent's liability under this Section 6.12 hereunder shall be reinstated to the fullest extent allowed under Applicable Law and shall not be construed to be diminished in any manner. (d) This Section 6.12 8.9 shall survive the Closing and any termination pursuant to Article IX hereof and shall remain in ----------- full force and effect, subject to the provisions of Section 6.12(c8.9(c).. --------------

Purchaser Parent Guarantee. (a) The In consideration of, and as an inducement to each Seller entering into this Agreement and performing its respective obligations hereunder, the Purchaser Parents Guarantor hereby unconditionallyirrevocably, irrevocably absolutely and absolutely covenant with and guarantee unconditionally guarantees to each Seller the Sellers and their Affiliates the due and punctual full performance and discharge of any and all payment by the Purchaser of the obligations covenants, obligations, monetary or otherwise, and undertakings of the Purchaser (and any Purchaser Designee) under pursuant to or otherwise in connection with this Agreement and the Related Agreements existing on Transaction Documents, and 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 consummation of the Aggregate Purchase PriceTransactions (the “Purchaser Guaranteed Obligations”). Any breach of, or other failure to perform, any indemnification obligations representation, warranty, covenant, obligation, agreement or undertaking of the Purchaser (shall also be deemed to be a breach or failure to perform by the Purchaser Guarantor, and each Seller shall have the right, exercisable in its sole discretion, to pursue any and all available remedies it may have arising out of any such breach or nonperformance directly against either or both of the Purchaser Designee) hereunderand the Purchaser Guarantor in the first instance. In this respect, for the avoidance of doubt, the obligations under Purchaser Guarantor confirms that it is bound by the provisions of Section 6.14 10.11 and any other amounts that Section 10.12 as if it were a “party” therein, including but not limited to its agreement to have the Purchaser (and Guaranteed Obligations submitted to arbitration as part of any Purchaser Designee) is or may become obligated to pay pursuant to this Agreement (collectivelyDispute between the Sellers, the "Purchaser Obligations")Company and the Purchaser. The This 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 exclusively of collection. The obligations of Without limiting any defenses that would be available to the Purchaser Parents under Guarantor if it were a direct obligor hereunder or any defenses that the guarantee in this Section 6.12 are several Purchaser has hereunder, (and not joint and severala) 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 to the fullest extent permitted by Applicable Law, the obligations Purchaser Guarantor hereby expressly waives any and all rights or defenses arising by reason of each any Law that would otherwise require any election of remedies by the Sellers and (b) the Purchaser Parent hereunder shall remain in full force Guarantor waives promptness, diligence, notice of the acceptance of this guaranty and effect without regard toof the Purchaser Guaranteed Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and shall not be affected or impaired byprotest, (i) any change in the corporate structure or ownership notice 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 Guaranteed Obligations incurred and all other notices of any kind kind, all defenses which may be available by virtue of any valuation, stay, moratorium law or character whatsoeverother similar law now or hereafter in effect, 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 Purchaser Designee or to exhaust any security held by it or to pursue any other remedy, (C) any defense based upon an election the marshalling of remedies by any Seller, (D) any duty assets of any Seller to advise the Purchaser Parents of any information known to it regarding any Purchaser Party or Purchaser Designee or its ability to perform under this Agreement or any Related AgreementPurchaser, and (E) all suretyship and other defenses of every kind and nature. (c) generally. The obligations of the Purchaser Parents under this Section 6.12 shall be automatically reinstated if and to the extent that for any reason any payment or other performance by or on behalf of any Purchaser Party or any Purchaser Designee in respect of the Purchaser Obligations is rescinded or must be otherwise restored, and each Purchaser Parent agrees Guarantor acknowledges that it will indemnify EME receive substantial direct and indirect benefits from the other Sellers on demand for all costs Transactions and expenses (including reasonable attorneys fees and expenses) incurred by any of them that the waivers set forth in connection with such rescission or restoration. If in connection with the foregoing, any Seller or its Affiliates is required to refund part or all of any payment of any Purchaser Party or any Purchaser Designee, such payment by any of them shall not constitute a release of any Purchaser Parent from any liability under this Section 6.12, and each Purchaser Parent's liability under this Section 6.12 shall be reinstated to the fullest extent allowed under Applicable Law and shall not be construed to be diminished 10.14 are knowingly made in any mannercontemplation of such benefits. (d) This Section 6.12 shall survive the Closing and any termination pursuant to Article IX hereof and shall remain in full force and effect, subject to the provisions of Section 6.12(c).

Purchaser Parent Guarantee. (a) The As a material inducement to the willingness of Seller to enter into this Agreement, each Purchaser Parents Parent hereby unconditionally, absolutely and irrevocably and absolutely covenant with and guarantee (i) agrees to cause the Sellers and their Affiliates the due and punctual performance and discharge of any and Purchaser to perform all of its obligations hereunder and (ii) guarantees 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 ARTICLE 1 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 liabilityARTICLE 9 hereto. (b) To the fullest extent permitted by Applicable Law, the obligations of each Each Purchaser Parent hereunder shall remain in full force represents and effect without regard to, and shall not be affected or impaired by, warrants to Seller as follows: (i) any change Each Purchaser Parent is duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization, and has the full power and authority to own, lease and operate its properties and to carry on its business in all material respects as has been and is currently conducted. (ii) Each Purchaser Parent has the power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated by this Section 6.7. (iii) Each Purchaser Parent has taken all corporate structure action required to authorize the execution and delivery of this Agreement by Purchaser Parents and to authorize the consummation by Purchaser Parents of the transactions contemplated by this Section 6.7. Each Purchaser Parent has duly executed and delivered this Agreement, and (assuming the due authorization, execution and delivery by Seller, Seller Parent and Purchaser, of this Agreement) this Section 6.7 constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms of this Agreement), except as enforcement may be limited by the Enforceability Exceptions. (iv) The execution and delivery by Purchaser Parents of this Agreement does not, and the consummation by such Purchaser of the transactions contemplated by this Section 6.7 will not (A) conflict with or ownership violate the organizational documents of any Purchaser Party Parent (B) constitute or result in a Default, or require any Purchaser Designee notification or Consent pursuant to, or result in the bankruptcy, insolvency, reorganization, dissolution, liquidation or creation of any Lien (other similar proceeding relating to than Permitted Liens) on any Purchaser Party or any Purchaser Designee or any Affiliate or Subsidiary asset of any Purchaser Party Parent under, any Contract 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 Permit to take or prosecute any action in connection with this Agreement or any other Related Agreement. In connection with this Section 6.12, each which such Purchaser Parent unconditionally waives: (A) is a party or by which any right to receive demands, protests of its properties 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 Purchaser Designee or to exhaust any security held by it or to pursue any other remedyassets is bound, (C) constitute or result in a Default applicable to any defense based upon an election Purchaser Parent or any of remedies by any Seller, its properties or assets or (D) any duty result in the creation of any Seller to advise Lien (other than Permitted Liens), on any of the Purchaser Parents properties or assets of any information known Purchaser Parent, in the case of each of clauses (B), (C) and (D), other than any such items that, individually or in the aggregate, are not reasonably expected to it regarding any materially affect the ability of such Purchaser Party or Purchaser Designee or its ability Parent to perform under this Agreement or any Related Agreement, and (E) all suretyship and other defenses of every kind and nature. (c) The its obligations of the Purchaser Parents under this Section 6.12 shall be automatically reinstated if and to the extent that for any reason any payment or other performance by or on behalf of any Purchaser Party or any Purchaser Designee in respect of the Purchaser Obligations is rescinded or must be otherwise restored, and each Purchaser Parent agrees that it will indemnify EME and the other Sellers on demand for all costs and expenses (including reasonable attorneys fees and expenses) incurred by any of them in connection with such rescission or restoration. If in connection with the foregoing, any Seller or its Affiliates is required to refund part or all of any payment of any Purchaser Party or any Purchaser Designee, such payment by any of them shall not constitute a release of any Purchaser Parent from any liability under this Section 6.12, and each Purchaser Parent's liability under this Section 6.12 shall be reinstated to the fullest extent allowed under Applicable Law and shall not be construed to be diminished in any manner6.7. (d) This Section 6.12 shall survive the Closing and any termination pursuant to Article IX hereof and shall remain in full force and effect, subject to the provisions of Section 6.12(c).

Purchaser Parent Guarantee. (a) The Purchaser Parents Parents, jointly and severally, hereby unconditionally, irrevocably and absolutely covenant with and guarantee to the Sellers Seller Parties 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 Project Purchase PricePrice due at the Project Closing, any indemnification obligations of the Purchaser (and any Purchaser Designee) hereunder, the obligations under Section 6.14 hereunder 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 Obligations, when due 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 Party 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 DesigneeParty, (B) any right to require any Seller Party to proceed first against any other Purchaser Party or any Purchaser Designee or to exhaust any security held by it or to pursue any other remedy, (C) any defense based upon an election of remedies by any SellerSeller Party, (D) any duty of any Seller Party to advise the Purchaser Parents of any information known to it regarding any Purchaser Party or Purchaser Designee or its ability to perform under this Agreement or any Related Agreement, and (E) all suretyship and other defenses of every kind and nature. (c) The obligations of the Purchaser Parents under this Section 6.12 shall be automatically reinstated if and to the extent that for any reason any payment or other performance by or on behalf of any Purchaser Party or any Purchaser Designee in respect of the Purchaser Obligations is rescinded or must be otherwise restored, and each Purchaser Parent agrees that it will indemnify EME and the other Sellers Seller Parties on demand for all costs and expenses (including reasonable attorneys fees and expenses) incurred by any of them in connection with such rescission or restoration. If in connection with the foregoing, any Seller Party or its Affiliates is required to refund part or all of any payment of any Purchaser Party or any Purchaser DesigneeParty, such payment by any of them shall not constitute a release of any Purchaser Parent from any liability under this Section 6.12, and each Purchaser Parent's ’s liability under this Section 6.12 shall be reinstated to the fullest extent allowed under Applicable Law and shall not be construed to be diminished in any manner. (d) This Section 6.12 shall survive the Project Closing and any termination pursuant to Article IX hereof and shall remain in full force and effect, subject to the provisions of Section 6.12(c).

Purchaser Parent Guarantee. (a) The Purchaser Parents Parent hereby unconditionally, irrevocably and absolutely covenant with and guarantee guarantees to the Sellers and their Affiliates Seller Indemnitees the payment in full of all amounts when due and punctual performance and discharge of any and all of the obligations of the Purchaser owing (and any Purchaser Designeei) by Purchasers 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 involuntaryamendments hereto, including Purchasers’ obligations to make the due payments described in Sections 1.6 and punctual payment 4.8(c) and to indemnify the Seller Indemnitees in accordance with Article VI and (ii) incurred in connection with any actions, suits or proceedings initiated to enforce the provisions of the Aggregate Purchase Price, any indemnification obligations of the Purchaser (and any Purchaser Designee) hereunder, the obligations under this 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 9.1 (collectively, the "“Purchaser Obligations"” and each, individually, a “Purchaser Obligation”). 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 covenants and effect without regard to, and shall not be affected or impaired by, (i) agrees that if at any change time any Purchaser defaults in the corporate structure or ownership payment of any of any Purchaser Party or any Purchaser Designee or the bankruptcyObligation, 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 demandsshall promptly, protests upon notice from a Seller Indemnitee, pay, or other notices of any kind or character whatsoevercause the payment of, as the same may pertain to any such Purchaser Party or any Purchaser Designee, (B) any right to require any Seller to proceed first against any other Purchaser Party or any Purchaser Designee or to exhaust any security held by it or to pursue any other remedy, (C) any defense based upon an election of remedies by any Seller, (D) any duty of any Seller to advise the Purchaser Parents of any information known to it regarding any Purchaser Party or Purchaser Designee or its ability to perform under this Agreement or any Related Agreement, and (E) all suretyship and other defenses of every kind and natureObligation. (c) The obligations of the Purchaser Parents Parent under this Section 6.12 shall be automatically reinstated if 9.1 are absolute and to the extent that for any reason any payment or other performance by or on behalf of any Purchaser Party or any Purchaser Designee in respect of the Purchaser Obligations is rescinded or must be otherwise restoredunconditional, present and each Purchaser Parent agrees that it will indemnify EME and the other Sellers on demand for all costs and expenses (including reasonable attorneys fees and expenses) incurred by any of them in connection with such rescission or restoration. If in connection with the foregoingcontinuing, any Seller or its Affiliates is required to refund part or all of any payment of any Purchaser Party or any Purchaser Designee, such payment by any of them shall not constitute a release of any Purchaser Parent from any liability under this Section 6.12, and each Purchaser Parent's liability under this Section 6.12 shall be reinstated to the fullest extent allowed under Applicable Law and shall not be construed affected, modified or impaired or prejudiced upon the happening from time to be diminished time of any one or more of the following events: (i) the extension of time for payment of any amounts due or of the time for performance of any of the Purchaser Obligations; (ii) the modification or amendment (whether material or otherwise) of any of the Purchaser Obligations; (iii) the failure, omission, delay or lack on the part of the Sellers to enforce, ascertain or exercise any right, power or remedy under or pursuant to the terms of this Agreement; (iv) the fact that Purchaser Parent may at any time in the future dispose of all or any part of its interest in any mannerPurchaser; or (v) the bankruptcy, insolvency, winding up, dissolution, liquidation, administration, reorganization or other similar or dissimilar failure or financial disability of any Purchaser. (d) This Purchaser Parent irrevocably and absolutely waives any and all right of subrogation, contribution, indemnification, reimbursement or similar rights against Purchasers with respect to the guaranty provided in this Section 6.12 9.1, whether such rights arise under an express or implied contract or by operation of Law, it being the intention of Purchaser Parent and Sellers that Purchaser Parent shall survive not be deemed to be a “creditor” (as defined in Section 101 of the Closing and U.S. Bankruptcy Code or any termination pursuant other applicable law) of Purchasers by reason of the existence of this Agreement in the event that any Purchaser becomes a debtor in any proceeding under the U.S. Bankruptcy Code or any other applicable Law. In addition, Purchaser Parent will not exercise any rights which it may acquire by way of subrogation under this guaranty by any payment made hereunder or otherwise, until all of the Purchaser Obligations shall have indefeasibly been paid or performed in full. If any amount shall be paid to Article IX hereof Purchaser Parent on account of such subrogation rights at any time when all the Purchaser Obligations shall not have been indefeasibly paid or performed in full, such amount shall be held in trust for the benefit of Purchasers and shall remain in full force forthwith be paid to Sellers and effectapplied to such liabilities and obligations, subject to the provisions of Section 6.12(c)whether matured or unmatured.

Purchaser Parent Guarantee. (a) The Purchaser Parents Parent hereby unconditionallyabsolutely, unconditionally and irrevocably and absolutely covenant with and guarantee to the Sellers and their Affiliates the due and punctual performance and discharge of any and all guarantees, as a direct obligation, in favour of the obligations Vendor the full and timely performance, observance and payment by the Purchaser of each and every covenant, agreement, undertaking, representation, warranty, indemnity and obligation of the Purchaser (and any Purchaser Designee) under contained in 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“Purchaser Obligations”), including but not limited to the due and punctual payment of the Aggregate Purchase Price, any indemnification obligations obligation of the Purchaser (to pay the Base Price when required pursuant to Section 2.3, the AMT Receivable when required to be paid pursuant to Section 2.4 and any Purchaser Designee) hereunder, adjustment to the obligations under Section 6.14 and any other amounts that Purchase Price required to be paid by 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 in accordance with 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 liability2.5. (b) To the fullest extent permitted by Applicable LawSubject to Section 8.5, the obligations liability of each the Purchaser Parent hereunder under this Section 4.8 shall remain in full force be absolute and effect without regard to, unconditional and shall not be affected or impaired by, in effect irrespective of: (i) any failure, neglect or omission on the part of the Vendor to realize upon any obligations or liabilities of the Purchaser; (ii) any amalgamation, merger or reorganization of the Purchaser in which event the guarantee of the Purchaser Parent in Section 4.8(a) shall apply to the entity resulting therefrom; (iii) any change in the corporate structure name, share capital or constating documents of the Purchaser; (iv) any amalgamation, merger or reorganization of the Purchaser Parent; (v) any sale, lease or transfer of the assets of the Purchaser or the Purchaser Parent; (vi) any change in the ownership of any shares in the capital of the Purchaser Party or any Purchaser Designee or the bankruptcyPurchaser Parent; (vii) any amendment or modification of this Agreement, insolvency, reorganization, dissolution, liquidation or other similar proceeding relating to any Purchaser Party or any Purchaser Designee or any Affiliate or Subsidiary waiver of any of its terms; (viii) the assignment by the Vendor of this Agreement in accordance with terms hereof in which event the guarantee of the Purchaser Party Parent shall be in favour of the assignee of the Vendor; (ix) any other occurrence or any Purchaser Designee circumstances whatsoever similar to the foregoing; or (iix) any neglectto the extent permitted by applicable Law, 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 6.12circumstances which might otherwise constitute a defence available to, each or a discharge of, the Purchaser Parent unconditionally waives: (A) any right to receive demandsin respect of its guarantee and which do not constitute a defence available to, protests or other notices of any kind or character whatsoevera discharge of, 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 Purchaser Designee or to exhaust any security held by it or to pursue any other remedy, (C) any defense based upon an election of remedies by any Seller, (D) any duty of any Seller to advise the Purchaser Parents in respect of any information known to it regarding any the Purchaser Party or Purchaser Designee or its ability to perform under this Agreement or any Related Agreement, and (E) all suretyship and other defenses of every kind and natureObligations. (c) The obligations and liabilities of the Purchaser Parents Parent hereunder shall not be impaired, diminished, abated or otherwise affected by the commencement by or against the Purchaser or the Purchaser Parent of any proceedings under this Section 6.12 any bankruptcy or insolvency law or laws relating to the relief of debtors, re-adjustment of indebtedness, reorganization, arrangements, compositions or extensions or other similar laws. (d) The Purchaser Parent shall promptly (and, in any case, within five Business Days) after demand in writing from the Vendor, without any evidence that the Vendor has demanded that the Purchaser perform, observe or pay any of the Purchaser Obligations or that the Purchaser has failed to do so, perform, observe or pay, or cause the Purchaser to perform, observe or pay, the Purchaser Obligations. If the Vendor makes a demand upon the Purchaser Parent, the Purchaser Parent shall be automatically reinstated if held and bound to the extent that for any reason any payment or other performance by or on behalf of any Purchaser Party or any Purchaser Designee Vendor as a principal debtor in respect of the Purchaser Obligations is rescinded or must be otherwise restored, and each Obligations. The Purchaser Parent agrees shall pay or cause the Purchaser to pay each of the Purchaser Obligations that it will indemnify EME is a monetary obligation free and the other Sellers on demand for all costs clear and expenses (including reasonable attorneys fees and expenses) incurred by any of them in connection with such rescission without deduction or restoration. If in connection with the foregoing, any Seller or its Affiliates is required to refund part or all withholdings of any payment of any Purchaser Party or any Purchaser Designee, such payment by any of them shall not constitute a release of any Purchaser Parent from any liability under this Section 6.12, and each Purchaser Parent's liability under this Section 6.12 shall be reinstated to the fullest extent allowed under Applicable Law and shall not be construed to be diminished in any mannerkind. (d) This Section 6.12 shall survive the Closing and any termination pursuant to Article IX hereof and shall remain in full force and effect, subject to the provisions of Section 6.12(c).