Common use of Purchaser Parent Guarantee Clause in Contracts

Purchaser Parent Guarantee. (a) The Purchaser Parent hereby unconditionally and irrevocably guarantees to the Seller the timely and complete performance and payment of all obligations of the Purchaser under this Agreement (the “Purchaser Guaranteed Obligations”). The guarantee under this Article 13 may be enforced by the Seller without the necessity at any time of resorting to or exhausting any other remedy or without the necessity at any time of having recourse against the Purchaser under this Agreement. The Purchaser Parent agrees that nothing contained in this Article 13 shall prevent the Seller from exercising any and all rights or remedies under this Agreement if the Purchaser fails to timely perform the Purchaser Guaranteed Obligations, and the exercise of any of the aforesaid rights and the completion of any actions or proceedings related thereto shall not constitute a discharge of any of the obligations of the Purchaser Parent hereunder, it being the express purpose and intent of the Purchaser Parent that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. For greater certainty, the fulfillment of the Purchaser Guaranteed Obligations by the Purchaser shall constitute a discharge of any of the obligations of the Purchaser Parent hereunder. (b) The obligation of the Purchaser Parent to perform the Purchaser Guaranteed Obligations will not be limited or reduced as a result of the termination, invalidity or unenforceability of any right of the Purchaser under this Agreement against the Purchaser as a result of bankruptcy, insolvency or similar proceeding affecting the Purchaser or for any other circumstance or reason whatsoever (other than the fulfillment of the Purchaser Guaranteed Obligations). (c) The terms of this Article 13 shall continue to be effective, or shall be reinstated, as the case may be, if at any time any payment (in whole or in part), of any of the Purchaser Guaranteed Obligations is rescinded or must otherwise be returned or restored by the Purchaser by reason of the bankruptcy, insolvency or reorganization of the Purchaser, all as if though such Purchaser Guaranteed Obligations had not been fulfilled. (d) The Purchaser Parent, as a principal obligor, and as a separate and independent obligation and liability from its obligations and liabilities under this Article 13 but without duplication of recovery thereunder, shall indemnify, defend and save harmless the Seller and each of the Seller Indemnified Parties, from and against any and all Losses suffered or incurred by them in the enforcement of any of the provisions of this Article 13 or occasioned by any breach by the Purchaser Parent of any of the obligations owed to the Seller under this Article 13 in connection with any of (i) the failure of the Purchaser to fully and promptly perform any of the Purchaser Guaranteed Obligations (ii) the failure of the Purchaser Guaranteed Obligations to be legal, valid and binding obligations of the Purchaser for any reason whatsoever; and (iii) any of the provisions of this Article 13 being of becoming void, voidable, invalid or unenforceable.

Purchaser Parent Guarantee. (a) The In consideration of, and as an inducement to the Seller entering into this Agreement and performing its obligations hereunder, the Purchaser Parent Guarantor hereby irrevocably, absolutely and unconditionally and irrevocably guarantees to the Seller the timely and complete full performance and payment by the Purchaser and the Nominee Purchaser of all obligations the covenants, obligations, monetary or otherwise, and undertakings of the Purchaser under and the Nominee Purchaser pursuant to or otherwise in connection with this Agreement and the Transaction Documents, and the consummation of the Transactions (the “Purchaser Guaranteed Obligations”). The guarantee under this Article 13 may Any breach of, or other failure to perform, any representation, warranty, covenant, obligation, agreement or undertaking of the Purchaser and the Nominee Purchaser shall also be enforced deemed to be a breach or failure to perform by the Purchaser Guarantor, and the Seller without shall have the necessity at right, exercisable in its sole discretion, to pursue any time and all available remedies it may have arising out of resorting to any such breach or exhausting any other remedy nonperformance directly against either or without all of the necessity at any time of having recourse against Purchaser, the Nominee Purchaser and the Purchaser under Guarantor in the first instance. In this Agreementrespect, for the avoidance of doubt, the Purchaser Guarantor confirms that it is bound by the provisions of Section 10.11 and Section 10.12 as if it were a “party” therein, including but not limited to its agreement to have the Purchaser Guaranteed Obligations submitted to arbitration as part of any Dispute between the Seller, the Company and the Purchaser. The This guarantee is a guarantee of performance and not exclusively of collection. Without limiting any defenses that would be available to the Purchaser Parent agrees Guarantor if it were a direct obligor hereunder or any defenses that nothing contained in this Article 13 shall prevent the Seller from exercising Purchaser has hereunder, (a) to the fullest extent permitted by Law, the Purchaser Guarantor hereby expressly waives any and all rights or defenses arising by reason of any Law that would otherwise require any election of remedies under this Agreement if by the Seller and the Company and (b) except for notices specifically required by the terms of the Transaction Documents, the Purchaser fails to timely perform Guarantor waives promptness, diligence, notice of the acceptance of this guaranty and of the Purchaser Guaranteed Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and the exercise protest, notice of any of the aforesaid rights Purchaser Guaranteed Obligations incurred and the completion all other notices of any actions or proceedings related thereto shall not constitute a discharge kind, all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect, any right to require the marshalling of the obligations assets of the Purchaser Parent hereunderor the Nominee Purchaser, it being the express purpose and intent of the Purchaser Parent that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstancessuretyship defenses generally. For greater certainty, the fulfillment of the Purchaser Guaranteed Obligations by the Purchaser shall constitute a discharge of any of the obligations of the Purchaser Parent hereunder. (b) The obligation of the Purchaser Parent to perform the Purchaser Guaranteed Obligations will not be limited or reduced as a result of the termination, invalidity or unenforceability of any right of the Purchaser under this Agreement against the Purchaser as a result of bankruptcy, insolvency or similar proceeding affecting the Purchaser or for any other circumstance or reason whatsoever (other than the fulfillment of the Purchaser Guaranteed Obligations). (c) The terms of this Article 13 shall continue to be effective, or shall be reinstated, as the case may be, if at any time any payment (in whole or in part), of any of the Purchaser Guaranteed Obligations is rescinded or must otherwise be returned or restored by the Purchaser by reason of the bankruptcy, insolvency or reorganization of the Purchaser, all as if though such Purchaser Guaranteed Obligations had not been fulfilled. (d) The Purchaser Parent, as a principal obligor, Guarantor acknowledges that it will receive substantial direct and as a separate indirect benefits from the Transactions and independent obligation and liability from its obligations and liabilities under that the waivers set forth in this Article 13 but without duplication Section 10.16 are knowingly made in contemplation of recovery thereunder, shall indemnify, defend and save harmless the Seller and each of the Seller Indemnified Parties, from and against any and all Losses suffered or incurred by them in the enforcement of any of the provisions of this Article 13 or occasioned by any breach by the Purchaser Parent of any of the obligations owed to the Seller under this Article 13 in connection with any of (i) the failure of the Purchaser to fully and promptly perform any of the Purchaser Guaranteed Obligations (ii) the failure of the Purchaser Guaranteed Obligations to be legal, valid and binding obligations of the Purchaser for any reason whatsoever; and (iii) any of the provisions of this Article 13 being of becoming void, voidable, invalid or unenforceablesuch benefits.

Purchaser Parent Guarantee. (a) The As consideration for the benefits that Purchaser Parent will receive as a result of Seller executing this Agreement, and to induce Seller to enter into this Agreement, Purchaser Parent hereby unconditionally and irrevocably guarantees to the Seller the timely due and complete performance and punctual payment of all obligations in full by Purchaser of the Purchaser payments required under this Agreement or any Ancillary Agreement as and when due and payable pursuant to any provision of this Agreement or any Ancillary Agreement (collectively, the “Purchaser Guaranteed Obligations”). The guarantee under this Article 13 may be enforced by the Seller without the necessity at any time of resorting to or exhausting any other remedy or without the necessity at any time of having recourse against the Purchaser under this Agreement. The Purchaser Parent agrees that nothing contained in this Article 13 shall prevent the Seller from exercising any and all rights or remedies under this Agreement if the Purchaser fails to timely perform the Purchaser Guaranteed Obligations, and the exercise of any of the aforesaid rights and the completion of any actions or proceedings related thereto shall not constitute a discharge of any of the obligations of the Purchaser Parent hereunder, it being the express purpose and intent of the Purchaser Parent that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. For greater certainty, the fulfillment of the Purchaser Guaranteed Obligations by the Purchaser shall constitute a discharge of any of the obligations of the Purchaser Parent hereunder. (b) The obligation Purchaser Parent represents and warrants to Seller that the guarantee by Purchaser Parent hereunder constitutes the legal, valid and binding agreement of Purchaser Parent enforceable against Purchaser Parent in accordance with the terms of this Section 10.03, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general equity principles. Purchaser Parent further represents and warrants that it is the legal and beneficial owner of all of the Purchaser Parent to perform the Purchaser Guaranteed Obligations will not be limited or reduced as a result outstanding equity of the termination, invalidity or unenforceability of any right of the Purchaser under this Agreement against the Purchaser as a result of bankruptcy, insolvency or similar proceeding affecting the Purchaser or for any other circumstance or reason whatsoever (other than the fulfillment of the Purchaser Guaranteed Obligations)Purchaser. (c) The terms guarantee provided by this Section 10.03 is a guarantee of this Article 13 shall continue payment and not of collection. Other than any and all defenses available to be effectiveraised by Purchaser under this Agreement or any Ancillary Agreement in respect of the Purchaser Guaranteed Obligations, Purchaser Parent hereby waives and agrees not to assert any defense, setoff (excluding any right to setoff expressly contemplated hereunder), counterclaim or shall be reinstated, as the case may be, if at any time any payment (other circumstance that otherwise might constitute a legal or equitable discharge of Purchaser whether arising in whole connection with or in part), respect of any of the following or otherwise, hereby agrees that its obligations under this guarantee are primary, irrevocable, absolute and unconditional and shall not be discharged other than by complete payment and further agrees that, other than any and all defenses available to be raised by Purchaser under this Agreement or any Ancillary Agreement in respect of the Purchaser Guaranteed Obligations is rescinded or must otherwise be returned or restored by the Purchaser by reason of the bankruptcy, insolvency or reorganization of the Purchaser, all as if though such Purchaser Guaranteed Obligations had not been fulfilledObligations. (d) The Purchaser Parent, as a principal obligor, and as a separate and independent obligation and liability from its obligations and liabilities under this Article 13 but without duplication of recovery thereunder, shall indemnify, defend and save harmless In the Seller and each of the Seller Indemnified Parties, from and against any and all Losses suffered or incurred by them in the enforcement event of any proceeding involving this Section 10.03, the prevailing party shall be entitled to recover its reasonable out of the provisions of this Article 13 or occasioned by any breach by the Purchaser Parent of any of the obligations owed to the Seller under this Article 13 pocket expenses, including reasonable attorneys’ fees incurred in connection with any of (i) the failure of the Purchaser to fully and promptly perform any of the Purchaser Guaranteed Obligations (ii) the failure of the Purchaser Guaranteed Obligations to be legal, valid and binding obligations of the Purchaser for any reason whatsoever; and (iii) any of the provisions of this Article 13 being of becoming void, voidable, invalid or unenforceablesuch proceeding.

Purchaser Parent Guarantee. (a) The In consideration of the Sellers entering into this Agreement, the Purchaser Parent hereby unconditionally and irrevocably guarantees to the Seller Sellers the timely full, due and complete punctual performance and payment compliance by the Purchaser of all obligations of the Purchaser its obligations, commitments, undertakings, representations and warranties under or pursuant to this Agreement (the “Purchaser Guaranteed Obligations”). The guarantee under this Article 13 may be enforced by , which the Seller without the necessity at any time of resorting to or exhausting any other remedy or without the necessity at any time of having recourse against the Purchaser under this Agreement. The Purchaser Parent agrees that nothing contained in this Article 13 shall prevent the Seller from exercising any and all rights or remedies under this Agreement if the Purchaser fails to timely perform the Purchaser Guaranteed Obligations, and the exercise of any of the aforesaid rights and the completion of any actions or proceedings related thereto shall not constitute a discharge of any of the obligations of the Purchaser Parent hereunder, it being the express purpose and intent of the Purchaser Parent that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. For greater certainty, the fulfillment of the Purchaser Guaranteed Obligations by the Purchaser shall constitute a discharge of any of the obligations of the Purchaser Parent hereunderSellers hereby accept. (b) The obligation liability of the Purchaser Parent to perform the Purchaser Guaranteed Obligations will under this Section 11 shall not be limited released or reduced as a result diminished by any variation of the termination, invalidity or unenforceability of any right of the Purchaser under this Agreement against the Purchaser as a result of bankruptcy, insolvency or similar proceeding affecting the Purchaser or for any other circumstance or reason whatsoever (other than the fulfillment of the Purchaser Guaranteed Obligations). (c) The terms of this Article 13 shall continue to be effective, or shall be reinstated, as If and whenever the case may be, if at Purchaser defaults for any time any payment (reason whatsoever in whole or in part), the performance of any of the Guaranteed Obligations, the Purchaser Parent shall, as soon as possible and in any event no later than five (5) Business Days following such default, unconditionally (i) perform (or procure performance of) and satisfy (or procure the satisfaction of) the Guaranteed Obligations is rescinded or must otherwise in regard to which such default has been made in the manner prescribed by this Agreement and so that the same benefits shall be returned or restored conferred on the Sellers as it would have received if the Guaranteed Obligations had been duly performed and satisfied by the Purchaser in accordance with this Agreement and (ii) indemnify and hold the Sellers harmless against any Loss incurred or suffered by reason the Sellers in connection with such default (including any Loss arising out of the bankruptcy, insolvency or reorganization late performance of the PurchaserGuaranteed Obligations), all as if though such Purchaser Guaranteed Obligations had not been fulfilledany. (d) This guarantee is to be a continuing guarantee and accordingly is to remain in force until all the Guaranteed Obligations shall have been performed or satisfied in accordance with this Agreement. (e) The Purchaser ParentParent agrees to perform, and comply with, the Guaranteed Obligations as a principal obligorprimary obligor (and not merely as guarantor) jointly (solidairement) with the Purchaser. (f) The Purchaser Parent makes to the Sellers the representations and warranties set forth in Section 8, and which shall apply mutatis mutandis as a separate and independent obligation and liability from its obligations and liabilities under this Article 13 but without duplication of recovery thereunder, shall indemnify, defend and save harmless the Seller and each of the Seller Indemnified Parties, from and against any and all Losses suffered or incurred by them if references in the enforcement of any of the provisions of this Article 13 or occasioned by any breach by Section 8 to the Purchaser Parent of any of the obligations owed were to the Seller under this Article 13 in connection with any of (i) the failure of the Purchaser to fully and promptly perform any of the Purchaser Guaranteed Obligations (ii) the failure of the Purchaser Guaranteed Obligations to be legal, valid and binding obligations of the Purchaser for any reason whatsoever; and (iii) any of the provisions of this Article 13 being of becoming void, voidable, invalid or unenforceableParent.

Purchaser Parent Guarantee. (a) The Purchaser Parent hereby irrevocably, unconditionally and irrevocably absolutely guarantees as a primary obligor and not as a surety, to Sellers the Seller the full and timely payment and complete due and punctual performance and payment discharge of all of Purchaser’s obligations of the Purchaser under this Agreement and the Ancillary Agreements existing on the date hereof or hereafter of any kind or nature whatsoever, including, without limitation, the due and punctual payment of the Purchase Price and any other amount that Purchaser is or may become obligated to pay pursuant to this Agreement or the Ancillary Agreements (collectively, the “Purchaser Guaranteed Obligations”). The guarantee under this Article 13 may Section 13.1 is an unconditional, irrevocable and absolute guaranty of timely payment and performance of the Obligations and not merely of collection. If for any reason whatsoever the Obligations shall not be enforced fully and timely paid or performed, Purchaser Parent shall promptly honor and perform its obligations to Sellers hereunder upon demand. (b) To the fullest extent permitted by Applicable Law, the Seller obligations of 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 necessity at structure or ownership of Purchaser or Purchaser Parent or the bankruptcy, insolvency, reorganization, dissolution, liquidation, or other similar proceeding relating to Purchaser, Purchaser Parent or any time Affiliate of resorting either Purchaser or Purchaser Parent; (ii) any neglect, delay, omission, failure or refusal of Purchaser or Sellers to take or exhausting prosecute any action in connection with this Agreement, the Ancillary Agreements or any other remedy agreement, delivered in connection herewith or without therewith; (iii) any extension, compromise, settlement, renewal or waiver of the necessity at time for any time performance of having recourse against the Purchaser under this Agreement. The Purchaser Parent agrees that nothing contained in this Article 13 shall prevent the Seller from exercising any and all rights or remedies under this Agreement if the Purchaser fails to timely perform the Purchaser Guaranteed Obligations, and the exercise of compliance with any of the aforesaid rights and Obligations; (iv) the completion existence of any actions claim, set-off or proceedings related thereto shall not other right which Purchaser Parent may have against Purchaser, Sellers or any other Person, whether in connection herewith or any unrelated transaction; (v) any invalidity or unenforceability of the Obligations; or (vi) any other act (other than prior full and indefeasible payment in cash and timely performance of the Obligations) or omission or delay by Purchaser or Sellers or any other Person that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of any of the obligations of the Purchaser Parent hereunder, it being the express purpose and intent of the Purchaser Parent that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. For greater certainty, the fulfillment of the Purchaser Guaranteed Obligations by the Purchaser shall constitute a discharge of any of the obligations of the Purchaser Parent hereunder. (bc) The obligation of the In connection with this Section 13.1, Purchaser Parent unconditionally waives: (i) any right to receive demands, protests, or other notices of any kind or character whatsoever, as the same may pertain to Purchaser; (ii) any right to require Sellers to proceed first against Purchaser or to exhaust any security held by Sellers or to pursue any other remedy; (iii) any defense based upon an election of remedies by Sellers; (iv) any duty of Sellers to advise Purchaser Parent of any information known to Sellers regarding Purchaser or its ability to perform the Purchaser Guaranteed Obligations will not be limited or reduced as a result of the termination, invalidity or unenforceability of any right of the Purchaser under this Agreement against or any Ancillary Agreement; (v) all suretyship and other defenses Table of Contents of every kind and nature; (vi) all rights to and benefits under any defense based on or arising out of the Purchaser as a result of voluntary or involuntary bankruptcy, insolvency insolvency, liquidation, dissolution, receivership, or other similar proceeding affecting the Purchaser, or lack of capacity of Purchaser, which Purchaser or for any other circumstance or reason whatsoever (other than the fulfillment of the Purchaser Guaranteed Obligations). (c) The terms of this Article 13 shall continue Parent may have to be effective, or shall be reinstated, as the case may be, if at any time any payment (in whole or in part), performance of any of the Purchaser Guaranteed Obligations is rescinded or must otherwise be returned or restored by the Purchaser by reason Obligations; (vii) notice of the bankruptcycreation of any Obligation or any notice of or proof of reliance by Sellers upon this Section 13.1 (the Obligations shall conclusively be deemed to have been created, insolvency contracted, incurred or reorganization renewed, extended, amended or waived in reliance upon this Section 13.1 and all dealings between Purchaser or Purchaser Parent and Sellers shall be conclusively presumed to have been had or consummated in reliance upon this Section 13.1) or any notice of any other facts that may come to the attention of Sellers or Purchaser Parent regarding the financial position of Purchaser; (viii) requirements of promptness or diligence on the part of Sellers; (ix) requirements on the part of Sellers to mitigate the damages resulting from any default hereunder or under the Obligations; (x) notice of acceptance hereof, of any action taken or omitted in reliance hereon, of any defaults by Purchaser in the payment or performance of the PurchaserObligations; (xi) all notices which may be required by Law or otherwise to preserve any of the rights of Sellers against Purchaser Parent; and (xii) any other act or omission or thing or delay to do any other act or thing, all which might in any manner or to any extent vary or limit Purchaser Parent’s obligations hereunder or which might otherwise operate as if though such a discharge of Purchaser Guaranteed Obligations had not been fulfilledParent. (d) The obligations of Purchaser Parent hereunder are primary, absolute, unconditional and irrevocable and will not be discharged by, and this Section 13.1 shall remain in full force and effect notwithstanding: (a) the assignment, conveyance or other transfer by Purchaser of any or all of its Obligations; (b) any insolvency, bankruptcy, reorganization, arrangement, composition, liquidation, dissolution or similar proceedings with respect to Purchaser; (c) any other occurrence whatsoever, except timely full and indefeasible payment and timely performance in full of all Obligations; or (d) any other circumstances whatsoever which might otherwise constitute a legal or equitable discharge, release or defense of a guarantor or surety, or which might otherwise limit recourse against Purchaser Parent, as a principal obligor. (e) The obligations of Purchaser Parent under this Section 13.1 shall be automatically reinstated if and to the extent that for any reason any payment or other performance by or on behalf of Purchaser in respect of the Obligations is rescinded or must be otherwise restored, and as a separate Purchaser Parent agrees that it will indemnify Sellers on demand for all costs and independent obligation expenses (including reasonable attorneys’ fees and liability from its obligations and liabilities under this Article 13 but without duplication of recovery thereunder, shall indemnify, defend and save harmless the Seller and each of the Seller Indemnified Parties, from and against any and all Losses suffered or expenses) incurred by them Sellers in connection with such rescission or restoration. If in connection with the enforcement foregoing, Sellers are required to refund part or all of any payment of Purchaser, such payment by Sellers shall not constitute a release of Purchaser Parent from any liability hereunder, and Purchaser Parent’s liability hereunder shall be reinstated to the fullest extent allowed under Applicable Law and shall not be construed to be diminished in any manner. (f) Purchaser Parent shall not be entitled to be subrogated to any of the provisions rights of this Article 13 Sellers against Purchaser or occasioned any collateral, security or guarantee or right of set-off held by any breach by Sellers for the payment or performance of the Obligations, nor shall Purchaser Parent seek or be entitled to seek any reimbursement from Purchaser in respect of any of performance made by Purchaser Parent hereunder, until the obligations owed to the Seller under this Article 13 Obligations are indefeasibly paid and performed in connection with any of (i) the failure of the Purchaser to fully and promptly perform any of the Purchaser Guaranteed Obligations (ii) the failure of the Purchaser Guaranteed Obligations to be legal, valid and binding obligations of the Purchaser for any reason whatsoever; and (iii) any of the provisions of this Article 13 being of becoming void, voidable, invalid or unenforceablefull.

Purchaser Parent Guarantee. (a) The From and after the Closing Date, Purchaser Parent Parent, as a primary obligor and not as surety, hereby absolutely, unconditionally and irrevocably guarantees to the Seller the timely complete and complete prompt payment (and not of collection) and performance of, and payment compliance by Purchaser of all Purchaser’s obligations of the Purchaser under this Agreement and the Ancillary Agreements, including the payment obligations of Purchaser set forth in Section 3.3 and Article 9 (the “Guaranteed Purchaser Guaranteed Obligations”). The guarantee under this Article 13 may be enforced by the Seller without the necessity at any time of resorting to or exhausting any other remedy or without the necessity at any time of having recourse against the Purchaser under this Agreement. The Purchaser Parent agrees that nothing contained in this Article 13 shall prevent the Seller from exercising any and all rights or remedies under this Agreement if the Purchaser fails to timely perform the Purchaser Guaranteed Obligations, and the exercise of any of the aforesaid rights and the completion of any actions or proceedings related thereto shall not constitute a discharge of any of the obligations of the Purchaser Parent hereunder, it being the express purpose and intent of the Purchaser Parent that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. For greater certainty, the fulfillment of the Purchaser Guaranteed Obligations by the Purchaser shall constitute a discharge of any of the obligations of the Purchaser Parent hereunder. (b) Purchaser Parent guarantees that the Guaranteed Purchaser Obligations will be satisfied strictly in accordance with the terms of this Agreement. The obligation liabilities and obligations of the Purchaser Parent under or in respect of this Section 13.2 are independent of any liabilities or obligations of Purchaser under or in respect of this Agreement, and a separate action or actions may be brought and prosecuted against Purchaser Parent to perform the Purchaser Guaranteed Obligations will not be limited or reduced as a result of the termination, invalidity or unenforceability of any right of the Purchaser enforce its obligations under this Agreement Section 13.2, irrespective of whether any action is brought against the Purchaser as a result of bankruptcy, insolvency or similar proceeding affecting the Purchaser or for whether Purchaser is joined in any other circumstance such action or reason whatsoever (other than the fulfillment of the Purchaser Guaranteed Obligations)actions. (c) The terms Purchaser Parent’s obligations under this Section 13.2 shall not be released or discharged by any or all of the following: (i) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Purchaser Obligations or any other liabilities or obligations of Purchaser under or in respect of this Article 13 Agreement; (ii) any express amendment or modification of or supplement to this Agreement, or any assignment or transfer of any of the Guaranteed Purchaser Obligations; (iii) any failure on the part of Purchaser to perform or comply with this Agreement; (iv) any waiver, consent, change, extension, indulgence or other action or any action or inaction under or in respect of this Agreement; (v) any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or similar Proceeding with respect to Purchaser Parent or Purchaser or their respective properties, or any action taken by any trustee or receiver or by any court in any such Proceeding, subject, as to enforceability, to the effect of any applicable Laws relating to bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfer or similar laws relating to or affecting creditors’ rights generally and to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); or (vi) any change in the name or ownership of Purchaser or any other person referred to herein. (d) Purchaser Parent hereby waives (i) notice of acceptance of this guarantee, (ii) presentment and demand concerning the liabilities of Purchaser Parent and (iii) any right to require that any action be brought against Purchaser or any other person, or to require that Seller seek enforcement of any performance against Purchaser or any other person prior to any action against Purchaser Parent under the terms hereof. (e) Except as to applicable statutes of limitation, no delay of Seller in the exercise of, or failure to exercise, any rights under this Section 13.2 shall continue operate as a waiver of such rights, a waiver of any other rights, or a release of Purchaser Parent from any obligations hereunder. (f) Purchaser Parent hereby warrants to Purchaser as follows: (i) Purchaser Parent is validly existing and in good standing under the laws of the jurisdiction in which it is organized and has full power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to execute, deliver and perform its obligations under this Agreement, other than such franchises, licenses, permits, authorizations and approvals the lack of which would not reasonably be expected to have a material adverse effect on its ability to perform its obligations hereunder. (ii) Purchaser Parent has the requisite power and authority to execute this Agreement and has taken all action required by its organizational documents to authorize the execution and delivery of this Agreement. (iii) Purchaser Parent has duly executed and delivered this Agreement, and this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject, as to enforceability, to the effect of any applicable Laws relating to bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfer or similar laws relating to or affecting creditors’ rights generally and to the effect of general principles of equity and the availability of equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law). (iv) The execution and delivery by Purchaser Parent of this Agreement do not conflict with or result in any breach of or constitute a default under, or result in the creation of any Lien upon any of the properties or assets of Purchaser Parent under, any provision of (A) the organizational documents of Purchaser Parent, (B) any Contract to which Purchaser Parent or any of its Subsidiaries is a party or by which any of their respective properties or assets is bound or (C) any Judgment or applicable Law applicable to Purchaser Parent or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (B) and (C) above, any such items that would not reasonably be expected to have a material adverse effect on its ability to perform its obligations hereunder. (g) This Section 13.2 shall remain in full force and effect until all of the Guaranteed Purchaser Obligations are fully and finally performed. For the avoidance of doubt, the obligation and liability of Purchaser Parent, as a primary obligor and not as surety, under this Section 13.2 is specifically limited to payment (and not of collection) and performance of the Guaranteed Purchaser Obligations required to be effectivemade by Purchaser under this Agreement and the Ancillary Agreements, subject to any and all rights, limitations, qualifications and other defenses, solely to the extent that each of the foregoing are available to Purchaser under this Agreement or shall be reinstatedthe Ancillary Agreements, as the case may be, if at any time any payment (in whole or in part), of any of the Purchaser Guaranteed Obligations is rescinded or must otherwise be returned or restored by the Purchaser by reason of the bankruptcy, insolvency or reorganization of the Purchaser, all as if though such Purchaser Guaranteed Obligations had not been fulfilled. (d) The Purchaser Parent, as a principal obligor, and as a separate and independent obligation and liability from its obligations and liabilities under this Article 13 but without duplication of recovery thereunder, shall indemnify, defend and save harmless the Seller and each of the Seller Indemnified Parties, from and against any and all Losses suffered or incurred by them in the enforcement of any of the provisions of this Article 13 or occasioned by any breach by the Purchaser Parent of any of the obligations owed to the Seller under this Article 13 in connection with any of (i) the failure of the Purchaser to fully and promptly perform any of the Purchaser Guaranteed Obligations (ii) the failure of the Purchaser Guaranteed Obligations to be legal, valid and binding obligations of the Purchaser for any reason whatsoever; and (iii) any of the provisions of this Article 13 being of becoming void, voidable, invalid or unenforceable.

Purchaser Parent Guarantee. (a) The Purchaser Parent hereby absolutely, unconditionally and irrevocably guarantees guarantees, as a primary obligor and not merely a surety to Company and its Affiliates (i) the due and punctual payment by the Purchaser of all amounts owed to the Seller the timely and complete performance and payment Company or any of all obligations of the Purchaser its Affiliates under this Agreement and the Ancillary Agreements when due and payable and (ii) the “Purchaser Guaranteed Obligations”). The guarantee under this Article 13 may be enforced due and punctual performance by the Seller without the necessity at any time Purchaser of resorting to or exhausting any other remedy or without the necessity at any time each of having recourse against the Purchaser under this Agreement. The Purchaser Parent agrees that nothing contained in this Article 13 shall prevent the Seller from exercising any its covenants, agreements and all rights or remedies obligations under this Agreement if the Purchaser fails to timely perform the Purchaser Guaranteed Obligations, and the exercise Ancillary Agreements. The liability of any of the Purchaser Parent as aforesaid rights and the completion of any actions or proceedings related thereto shall not constitute a discharge be released or diminished by any arrangements or alterations of terms (whether of this Agreement, any Ancillary Agreement or otherwise) or any forbearance, neglect or delay in seeking performance of the obligations hereby imposed or any granting of the time for such performance. Purchaser Parent hereunderhereby waives all defenses otherwise available to a guarantor or surety other than fraud, it being the express purpose bad faith, payment in full, and intent of the Purchaser Parent that its obligations hereunder shall be absolute, independent accord and unconditional under any and all circumstances. For greater certainty, the fulfillment of the Purchaser Guaranteed Obligations by the Purchaser shall constitute a discharge of any of the obligations of the Purchaser Parent hereundersatisfaction. (b) The obligation This guarantee is to be a continuing security of the Purchaser Parent to perform Company and its Affiliates for all obligations owed by the Purchaser Guaranteed Obligations will not be limited to the Company and its Affiliates under or reduced as a result of the termination, invalidity or unenforceability of any right of the Purchaser under pursuant to this Agreement against and the Purchaser as a result of bankruptcy, insolvency or similar proceeding affecting the Purchaser or for any other circumstance or reason whatsoever (other than the fulfillment of the Purchaser Guaranteed Obligations). (c) The terms of this Article 13 Ancillary Agreements. This guarantee shall continue to be effective, effective or shall be reinstated, as the case may be, if at any time any payment (in whole or in part), of any of the Purchaser Guaranteed Obligations obligations under this Section 11.17 is rescinded or must otherwise be returned by Company or restored by its Affiliates upon the Purchaser by reason of the bankruptcyinsolvency, insolvency bankruptcy or reorganization of the PurchaserPurchaser Parent or otherwise, all as if though such Purchaser Guaranteed Obligations payment had not been fulfilledmade. This is a guarantee of payment and not of collection only. (d) The Purchaser Parent, as a principal obligor, and as a separate and independent obligation and liability from its obligations and liabilities under this Article 13 but without duplication of recovery thereunder, shall indemnify, defend and save harmless the Seller and each of the Seller Indemnified Parties, from and against any and all Losses suffered or incurred by them in the enforcement of any of the provisions of this Article 13 or occasioned by any breach by the Purchaser Parent of any of the obligations owed to the Seller under this Article 13 in connection with any of (i) the failure of the Purchaser to fully and promptly perform any of the Purchaser Guaranteed Obligations (ii) the failure of the Purchaser Guaranteed Obligations to be legal, valid and binding obligations of the Purchaser for any reason whatsoever; and (iii) any of the provisions of this Article 13 being of becoming void, voidable, invalid or unenforceable.

Purchaser Parent Guarantee. (a) The Purchaser Parent hereby fully, irrevocably and unconditionally and irrevocably guarantees to the Seller the full and timely compliance with and complete performance and payment of all agreements, covenants and obligations of the Purchaser under this Agreement (collectively the “Purchaser Guaranteed Obligations”). The guarantee All payments made by Purchaser Parent under this Article 13 Section 10.13 shall be made without reduction, whether by offset or otherwise, except in all cases to the extent of any and all defenses to payment or performance or offset rights which may be enforced available to Purchaser. Purchaser Parent’s guarantee hereunder is a guaranty of payment, performance, and collection. Purchaser Parent whereby waives any right to require Seller to bring an Action against Purchaser concurrently with, or as a condition precedent to, any Action against Purchaser Parent. Purchaser Parent is the indirect owner of 100% of the equity of Purchaser, and will derive substantial economic benefit from the transactions contemplated by the Seller without the necessity at any time of resorting to or exhausting any other remedy or without the necessity at any time of having recourse against the Purchaser under this Agreement. The , and Seller’s willingness to enter into this Agreement and to perform its obligations hereunder is based, in part, on Purchaser Parent agrees that nothing Parent’s guarantee contained in this Article 13 shall prevent Section 10.13. Purchaser Parent assumes all responsibility for being and keeping itself informed of Purchaser’s financial condition and assets, and of all other circumstances bearing upon the Seller from exercising any risk of nonpayment of the Guaranteed Obligations and all rights or remedies the nature, scope and extent of the risks that Purchaser Parent assumes and incurs under this Agreement if the Purchaser fails to timely perform the Purchaser Guaranteed Obligations, Section 10.13 and the exercise of any of the aforesaid rights and the completion of any actions or proceedings related thereto agrees that Seller shall not constitute a discharge of have any of the obligations of the Purchaser Parent hereunder, it being the express purpose and intent of the Purchaser Parent that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. For greater certainty, the fulfillment of the Purchaser Guaranteed Obligations by the Purchaser shall constitute a discharge of any of the obligations of the Purchaser Parent hereunder. (b) The obligation of the Purchaser Parent duty to perform the Purchaser Guaranteed Obligations will not be limited or reduced as a result of the termination, invalidity or unenforceability of any right of the Purchaser under this Agreement against the Purchaser as a result of bankruptcy, insolvency or similar proceeding affecting the Purchaser or for any other circumstance or reason whatsoever (other than the fulfillment of the Purchaser Guaranteed Obligations). (c) The terms of this Article 13 shall continue to be effective, or shall be reinstated, as the case may be, if at any time any payment (in whole or in part), of any of the Purchaser Guaranteed Obligations is rescinded or must otherwise be returned or restored by the Purchaser by reason of the bankruptcy, insolvency or reorganization of the Purchaser, all as if though such Purchaser Guaranteed Obligations had not been fulfilled. (d) The Purchaser Parent, as a principal obligor, and as a separate and independent obligation and liability from its obligations and liabilities under this Article 13 but without duplication of recovery thereunder, shall indemnify, defend and save harmless the Seller and each of the Seller Indemnified Parties, from and against any and all Losses suffered or incurred by them in the enforcement of any of the provisions of this Article 13 or occasioned by any breach by the advise Purchaser Parent of any breach of the obligations owed Guaranteed Obligations or of information known to the Seller under this Article 13 in connection with regarding those circumstances or risks. If Purchaser Parent or any of (i) its successors or assigns shall consolidate or amalgamate with or merge into any other corporation or entity and shall not be the failure continuing or surviving corporation or entity of such consolidation or merger, and any Guaranteed Obligations remain outstanding, as a pre-condition to any such consolidation, amalgamation or merger the successors and assigns of Purchaser Parent shall immediately assume all of the Purchaser to fully liabilities and promptly perform any of the Purchaser Guaranteed Obligations (ii) the failure of the Purchaser Guaranteed Obligations to be legal, valid and binding obligations of the Purchaser for any reason whatsoever; and (iii) any of the provisions of set forth in this Article 13 being of becoming voidSection 10.13, voidable, invalid or unenforceable.mutatis mutandis. [Signature Page Follows]