Common use of Buyer Guaranty Clause in Contracts

Buyer Guaranty. (a) Buyer Guarantor hereby unconditionally and irrevocably guarantees, as a principal and not as a surety, to Seller the prompt and full performance and payment of Buyer’s obligations under this Agreement (the “Buyer Obligations”), and Seller hereby agrees and acknowledges that Buyer Guarantor is a signatory to this Agreement solely for such purpose. Seller may seek remedies directly from Buyer Guarantor with respect to the Buyer Obligations without first exhausting its remedies against Buyer. The liability of Buyer Guarantor hereunder is, in all cases, subject to all defenses, setoffs and counterclaims available to Buyer with respect to performance or payment of the Buyer Obligations. Buyer Guarantor waives presentment, demand and any other notice with respect to any of the Buyer Obligations and any defenses that Buyer Guarantor may have with respect to any of the Buyer Obligations other than as set forth in the immediately preceding sentence. Notwithstanding anything to the contrary contained herein, the guarantee set forth in this Section 10.14 shall terminate and be of no further force or effect upon the earlier to occur of (i) the Closing and (ii) termination of this Agreement pursuant to Section 9.01, except that the obligations of Buyer Guarantor shall terminate thirty (30) days following the termination of this Agreement pursuant to Section 9.01(d) (unless a Claim is made hereunder prior to the end of such thirty (30) day period, in which case the obligations pursuant to this Section 10.14 shall terminate upon the resolution of such Claim). (b) For purposes of Sections 10.01 through 10.10, Buyer Guarantor shall be deemed to be a Party. (c) Notwithstanding anything to the contrary contained herein, Buyer Guarantor’s aggregate obligations pursuant to this Section 10.14 shall not exceed the Purchase Price.

Buyer Guaranty. (a) Buyer Guarantor hereby unconditionally and irrevocably guaranteesguarantees (the “Guaranty”) to and for the benefit of Sellers and their respective Affiliates (the “Guaranteed Parties”) the full, as a principal timely and not as a surety, to Seller the prompt and full faithful performance and payment by Buyer of Buyer’s each of its obligations under this Agreement and the other Transaction Documents (the “Buyer Guaranteed Obligations”), including, without limitation, the performance of all obligations and Seller hereby agrees payment of all amounts owed by Buyer pursuant to Section 2.07 and acknowledges that Section 2.09(b), and the timely satisfaction and performance of all of Buyer’s covenants, agreements and obligations contained in this Agreement and the Transaction Documents. (b) The Guaranty constitutes a guarantee of payment and performance, and not merely of collection, whether or not recovery may be, or hereafter may become, barred by any statute of limitation or otherwise, and is not conditional or contingent upon any event, contingency or circumstance except as expressly set forth in this Agreement, and may be enforced directly against Buyer Guarantor is as a signatory to this Agreement solely for such purpose. Seller may seek remedies directly from primary obligation of Buyer Guarantor with respect to the Buyer Obligations without first exhausting its remedies against BuyerGuarantor. The liability Guaranteed Obligations will not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any Proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of Buyer Guarantor hereunder is, in all cases, subject to all defenses, setoffs and counterclaims available to Buyer with respect to performance or payment of the Buyer Obligations. Buyer Guarantor waives presentment, demand and by any other notice with respect to any of the Buyer Obligations and any defenses defense that Buyer Guarantor may have by reason of the order, decree or decision of any court or administrative body resulting from any such Proceeding. The Guaranteed Parties shall not be obligated to file any claim relating to the Guaranteed Obligations in the event that Buyer becomes subject to a bankruptcy, reorganization, insolvency or similar Proceeding, and the failure of any Guaranteed Party to so file shall not affect the Guaranteed Obligations hereunder. Buyer Guarantor hereby expressly, irrevocably and unconditionally waives any defenses that would otherwise operate to impair or diminish Buyer Guarantor’s Liability under or in connection with the Guaranty, including arising by reason of promptness, diligence, notice of the acceptance of this guarantee and of the Guaranteed Obligations, presentment, demand for payment or performance, notice of non-performance, default, dishonor and protest, notice of the Guaranteed Obligations incurred and all other notices of any 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 assets of Buyer, and all suretyship defenses generally, in each case, except for any defense that could be asserted by Buyer with respect to the applicable claim pursuant to the terms of this Agreement, unless such defense has been raised by Buyer with respect to the applicable claim and rejected by a court in a final and non-appealable judgment. (c) Buyer Guarantor understands and agrees that the Guaranty is and shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to any circumstance whatsoever (with or without notice to or knowledge of Buyer or Buyer Guarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of the Guaranteed Obligations in bankruptcy or in any other instance, in each case other than payment or performance in full of the Guaranteed Obligations or any defense that could be asserted by Buyer with respect to the applicable claim pursuant to the terms of this Agreement, unless such defense has been raised by Buyer with respect to the applicable claim and rejected by a court in a final and non-appealable judgment. (d) ▇▇▇▇▇ and Buyer Guarantor, jointly and severally, represent and warrant as follows: (i) Buyer Guarantor has all necessary limited liability company power and authority to execute and deliver this Agreement and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer Guarantor of this Agreement, the performance of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary action on the part of Buyer Guarantor, and no other limited liability company or similar proceeding on the part of Buyer Guarantor or the board of directions or manager(s) (as the case may be) or equityholders of Buyer Guarantor is necessary to authorize this Agreement or the consummation of the transactions contemplated hereby or thereby. This Agreement has been duly and validly executed and delivered by Buyer Guarantor and, assuming the due authorization, execution and delivery hereof by Sellers, constitutes a legal, valid and binding obligation of Buyer Guarantor, enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a Proceeding in equity or at law). (ii) The execution and delivery by Buyer of this Agreement do not, and the performance of this Agreement by Buyer shall not conflict with or violate the organizational documents of Buyer Guarantor, conflict with or violate in any respect any Law or Order applicable to Buyer Guarantor or by which any of its properties, rights or assets is bound or affected, or conflict with, result in a breach or violation of, or require a consent or notice under, or constitute a default (or an event that with or without notice or lapse of time or both would become a default) under any material contract to which Buyer Guarantor is a party, or by which Buyer Guarantor or its properties, rights or assets is or are bound or affected. Buyer Guarantor has the financial capacity to pay and perform all of its obligations under the Guaranty, and all funds necessary for Buyer Guarantor to fulfill the Guaranteed Obligations are and shall be available to Buyer Guarantor. (e) All the obligations, responsibilities, representations, and any other than as set forth in the immediately preceding sentence. Notwithstanding anything to the contrary contained herein, the guarantee provisions set forth in this Section 10.14 11.14 shall terminate and be of no further force not survive the Closing Date (or effect upon the earlier to occur of (i) the Closing and (ii) termination of this Agreement pursuant to Section 9.01, except that the obligations of Buyer Guarantor shall terminate thirty (30) days following the termination of this Agreement pursuant to Section 9.01(d) (unless a Claim is made hereunder prior to the end of such thirty (30) day period, in which case the obligations pursuant to this Section 10.14 shall terminate upon the resolution of such ClaimArticle 10). (b) For purposes of Sections 10.01 through 10.10, Buyer Guarantor shall be deemed to be a Party. (c) Notwithstanding anything to the contrary contained herein, Buyer Guarantor’s aggregate obligations pursuant to this Section 10.14 shall not exceed the Purchase Price.

Buyer Guaranty. (a) Buyer Guarantor hereby unconditionally and irrevocably guaranteesguarantees (the “Guaranty”) to and for the benefit of the Sellers, as a principal Parent and not as a suretytheir respective Affiliates (the “Guaranteed Parties”) the full, to Seller the prompt timely and full faithful performance and payment by Buyer of each of its obligations under this Agreement and the other Transaction Documents (the “Guaranteed Obligations”), including, without limitation, the performance by Buyer of its obligations under Section 2.1 and the payment of Buyer’s obligations set forth in Sections 2.2, 2.3, 2.4 and 2.5 and the timely satisfaction and performance of all of Buyer’s covenants, agreements and obligations contained in this Agreement and the Transaction Documents; provided that, following the Closing, Buyer Guarantor’s obligations under this Agreement (the “Buyer Obligations”), and Seller hereby agrees and acknowledges that Buyer Guarantor is a signatory to this Agreement solely for such purpose. Seller may seek remedies directly from Buyer Guarantor Section 12.21 shall only apply with respect to the Buyer’s payment obligations set forth in Section 2.10. (b) The Guaranty constitutes a guarantee of payment and performance, and not merely of collection, whether or not recovery may be, or hereafter may become, barred by any statute of limitation or otherwise, and is not conditional or contingent upon any event, contingency or circumstance except as expressly set forth in this Agreement, and may be enforced directly against Buyer Obligations without first exhausting its remedies against BuyerGuarantor as a primary obligation of Buyer Guarantor. The liability Guaranteed Obligations will not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of Buyer Guarantor hereunder is, in all cases, subject to all defenses, setoffs and counterclaims available to Buyer with respect to performance or payment of the Buyer Obligations. Buyer Guarantor waives presentment, demand and by any other notice with respect to any of the Buyer Obligations and any defenses defense that Buyer Guarantor may have by reason of the order, decree or decision of any court or administrative body resulting from any such Proceeding. The Guaranteed Parties shall not be obligated to file any claim relating to the Guaranteed Obligations in the event that Buyer becomes subject to a bankruptcy, reorganization, insolvency or similar proceeding, and the failure of any Guaranteed Party to so file shall not affect the Guaranteed Obligations hereunder. Buyer Guarantor hereby expressly, irrevocably and unconditionally waives any defenses that would otherwise operate to impair or diminish Buyer Guarantor’s liability under or in connection with the Guaranty, including arising by reason of promptness, diligence, notice of the acceptance of this guarantee and of the Guaranteed Obligations, presentment, demand for payment or performance, notice of non-performance, default, dishonor and protest, notice of the Guaranteed Obligations incurred and all other notices of any 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 assets of Buyer, and all suretyship defenses generally, in each case, except for any defense that could be asserted by Buyer with respect to any of the Buyer Obligations other than as set forth in the immediately preceding sentence. Notwithstanding anything applicable claim pursuant to the contrary contained herein, the guarantee set forth in this Section 10.14 shall terminate and be of no further force or effect upon the earlier to occur of (i) the Closing and (ii) termination terms of this Agreement pursuant to Section 9.01Agreement, except that the obligations of unless such defense has been raised by Buyer Guarantor shall terminate thirty (30) days following the termination of this Agreement pursuant to Section 9.01(d) (unless a Claim is made hereunder prior with respect to the end of such thirty (30) day period, applicable claim and rejected by a court in which case the obligations pursuant to this Section 10.14 shall terminate upon the resolution of such Claim)a final and non-appealable judgment. (b) For purposes of Sections 10.01 through 10.10, Buyer Guarantor shall be deemed to be a Party. (c) Notwithstanding anything to the contrary contained herein, Buyer Guarantor’s aggregate obligations pursuant to this Section 10.14 shall not exceed the Purchase Price.

Buyer Guaranty. (a) Buyer Guarantor hereby irrevocably and unconditionally guarantees the prompt, complete and irrevocably guaranteespunctual performance, as a principal and not as a surety, to Seller the prompt and full performance compliance and payment of all of the obligations of the Buyer including but not limited to Buyer’s obligations under Article XI of this Agreement. Buyer Guarantor further agrees that its obligations under the Agreement shall not be affected by any event, condition or circumstances whatsoever (with or without notice to, or knowledge of Buyer or Buyer Guarantor) including without limitation any which constitutes, or might be construed to constitute, a legal or equitable discharge of the Buyer for its obligations under the Agreement or of Buyer Guarantor of its guaranty hereunder. In furtherance of the foregoing and without limiting the generality thereof, Buyer Guarantor agrees that (i) its guaranty hereunder (this “Buyer Guaranty”) is a guaranty of payment and performance when due and not collectability; (ii) this Buyer Guaranty is a primary obligation of Buyer Guarantor and not merely a contract or surety; and (iii) payment or performance by Buyer Guarantor of a portion, but not all of the obligations under this Agreement shall in no way limit, affect, modify or abridge any liability of Buyer Guarantor for any portion of the obligations which have not been paid or performed. (the “b) Buyer Obligations”)Guarantor waives all diligence, presentment, protest and demand, and also notice of dishonor, demand, protest and nonpayment. No failure by the Sellers, Seller hereby agrees and acknowledges that Buyer Representative or Sellers’ Guarantor is a signatory to this Agreement solely for such purpose. Seller may seek remedies directly from Buyer Guarantor assert any right or pursue any remedy with respect to the Buyer Obligations without first exhausting its remedies against Buyer. The liability of or under this Buyer Guaranty shall relieve Buyer Guarantor hereunder is, in all cases, subject to all defenses, setoffs and counterclaims available to Buyer with respect to performance or payment of the Buyer Obligations. Buyer Guarantor waives presentment, demand and any other notice with respect to any of the Buyer Obligations and any defenses that Buyer Guarantor may have with respect to any of the Buyer Obligations other than as set forth in the immediately preceding sentence. Notwithstanding anything to the contrary contained herein, the guarantee set forth in this Section 10.14 shall terminate and be of no further force or effect upon the earlier to occur of (i) the Closing and (ii) termination of this Agreement pursuant to Section 9.01, except that the from its obligations of Buyer Guarantor shall terminate thirty (30) days following the termination of this Agreement pursuant to Section 9.01(d) (unless a Claim is made hereunder prior to the end of such thirty (30) day period, in which case the obligations pursuant to this Section 10.14 shall terminate upon the resolution of such Claim). (b) For purposes of Sections 10.01 through 10.10, Buyer Guarantor shall be deemed to be a Partyhereunder. (c) Notwithstanding anything Buyer Guarantor agrees that this Buyer Guaranty shall not be diminished or affected in any way, by any bankruptcy, reorganization, arrangement, liquidation or similar proceeding with respect to the contrary contained hereinBuyer or by dissolution of the Buyer. This Buyer Guaranty shall continue in full force and effect, notwithstanding any merger, consolidation, sale of assets or any other similar transaction by the Buyer or Buyer Guarantor’s aggregate obligations pursuant . (d) Buyer Guarantor further agrees to pay all reasonable costs and expenses, including without limitation, reasonable attorneys’ fees at any time paid or incurred by or on behalf of the Sellers or the Sellers’ Representative in enforcing this Section 10.14 shall not exceed the Purchase PriceBuyer Guaranty.

Buyer Guaranty. (a) The Buyer Guarantor Guarantors, jointly and severally, hereby unconditionally unconditionally, absolutely, and irrevocably guarantees, as a principal and not as a surety, guaranty to the Seller the prompt full and full punctual performance of and payment compliance with all covenants, agreements and other obligations of Buyer’s obligations , now or hereafter existing, under this Agreement and each of the Ancillary Documents, including the due and prompt performance of all covenants, agreements, obligations and other Liabilities of the Buyer under or in respect of this Agreement and the other Transaction Documents (as now or hereafter in existence, the “Buyer Obligations”), and Seller hereby agrees and acknowledges that Buyer Guarantor is a signatory to this Agreement solely for such purpose. Seller may seek remedies directly from Buyer Guarantor with respect to the Buyer Obligations without first exhausting its remedies against Buyer. The liability guaranty set forth in this Section 10.6 is an absolute, present, primary, unconditional and continuing guaranty of Buyer Guarantor hereunder isperformance, in all casespayment and compliance and, subject to all defenses, setoffs and counterclaims available to Buyer with respect to performance or payment without limiting the generality of the Buyer Obligations. Buyer Guarantor waives presentmentforegoing, demand and any other notice with respect to shall not be released, discharged or otherwise affected by any of the following: (a) any modification, amendment, restatement, waiver or rescission of, or any consent to the departure from, any of the terms of this Agreement approved by the Seller; (b) except as expressly stated herein, any exercise or non-exercise by Buyer Obligations and of any defenses right or privilege under this Agreement or any notice of such exercise on non-exercise; (c) any extension, renewal, settlement, compromise, waiver or release in respect of any Obligation, by operation of law or otherwise, to the extent approved by or applicable to the Seller, or any assignment of any Obligation by Buyer; (d) any change in the corporate existence, structure or ownership of the Seller; (e) any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Seller or its assets or any resulting release or discharge of any Obligation; (f) the existence of any defense, set-off or other rights (other than a defense of payment or performance) that Buyer Guarantor may have with respect at any time against the Seller, whether in connection herewith or any unrelated transactions; or (g) any other act or failure to act or delay of any kind of Seller or, prior to the Closing, the Company. This Section 10.6 shall continue to be effective, or be automatically reinstated, as the case may be, if at any time payment or performance, or any part thereof, of any of the Obligations is rescinded or must otherwise be restored, returned or rejected by Buyer Obligations other than as set forth in for any reason. Buyer Guarantor hereby waives any and all defenses to enforcement of the immediately preceding sentence. Notwithstanding anything to the contrary contained herein, the guarantee guaranty set forth in this Section 10.14 shall terminate 10.6, now existing or hereafter arising, which may be available to guarantors, sureties and be of no further force other secondary parties at law or effect upon the earlier to occur of (i) the Closing and (ii) termination of this Agreement pursuant to Section 9.01, except that the obligations of Buyer Guarantor shall terminate thirty (30) days following the termination of this Agreement pursuant to Section 9.01(d) (unless a Claim is made hereunder prior to the end of such thirty (30) day period, in which case the obligations pursuant to this Section 10.14 shall terminate upon the resolution of such Claim)equity. (b) For purposes Buyer Guarantors acknowledge and agree that their liability under this Section 10.6 is joint and several with Buyer and, upon any breach or default by Buyer, the Seller shall not be obligated to first attempt enforcement against Buyer. In furtherance of Sections 10.01 through 10.10the foregoing, the Buyer Guarantor Guarantors acknowledge that the Seller may bring and prosecute a separate action or actions against the Buyer Guarantors for the full amount of the Obligations, regardless of whether any action is brought against Buyer. Buyer Guarantors agree that (i) the Seller would be damaged irreparably in the event that any of the provisions of this Section 10.6 are not performed in accordance with their specific terms and (ii) the Seller shall be deemed entitled, in addition to be any other remedy at law or in equity, to specific performance of the terms of this Section 10.6, without the necessity of proving the inadequacy of money damages as a Partyremedy and without posting any bond in connection therewith. (c) Notwithstanding anything Each Buyer Guarantor represents and warrants to the contrary contained hereinSeller that, as of the date of this Agreement and as of the Closing Date: (i) Guarantor has the requisite power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement, including the obligations set forth in Section 10.6; (ii) this Agreement has been duly and validly executed and delivered by such Buyer Guarantor and, assuming the due authorization, execution and delivery by the other parties hereto, constitutes the valid and legally binding obligation of such Buyer Guarantor, enforceable against such Buyer Guarantor in accordance with its terms and conditions, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting creditors’ rights generally and general principles of equity; and (iii) the execution and delivery of this Agreement, and such Buyer Guarantor’s aggregate performance under this Agreement, including such Buyer Guarantor’s performance under Section 10.6(a), do not (x) violate any Law, Decree or other restriction of any Governmental Authority to which such Buyer Guarantor is subject, or any provision of its Organizational Documents or (y) conflict with, result in a breach of, constitute a default under, result in the acceleration of any obligation under, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under, any Contract, License, instrument, or other arrangement to which such Buyer Guarantor is a party or by which it is bound or to which any of its assets is subject, including, without limitation, the Buyer Parties’ existing credit facilities and (iv) the Buyer Guarantors have the financial capacity to pay and perform their obligations pursuant under this Agreement, and all funds necessary for the Buyer Guarantors to fulfill their Obligations under this Section 10.14 shall not exceed Agreement until the Purchase Priceearliest of (x) the Closing Date, (y) valid termination of this Agreement or (c) payment to the Buyer of the full amount of the Obligations.

Buyer Guaranty. (a) Buyer Guarantor hereby guarantees unconditionally and irrevocably guarantees, as a principal primary obligation, for the benefit of Sellers, the due payment and not as a surety, to Seller the prompt and full performance and payment by Buyer of Buyer’s its obligations under this Agreement, including any payment obligations that have become due and payable, subject to the terms and conditions of this Agreement (collectively, the “Buyer Guaranteed Obligations”), and Seller hereby agrees and acknowledges that . Buyer Guarantor is a signatory guaranteeing the Buyer Guaranteed Obligations as primary obligor and not merely as surety. If, for any reason whatsoever, Buyer shall fail to this Agreement solely for such purpose. Seller may seek remedies directly from duly, punctually and fully pay or perform the Buyer Guaranteed Obligations, Buyer Guarantor will forthwith pay and cause to be paid in dollars, with respect to the Buyer Obligations without first exhausting its remedies against Buyer. The liability of Buyer Guarantor hereunder ispayment obligations, in all casesor perform or cause to be performed, subject to all defenses, setoffs and counterclaims available to Buyer with respect to performance or payment of obligations, the Buyer Guaranteed Obligations. Buyer Guarantor hereby irrevocably waives diligence, presentment, demand of payment, filing objections with a court, any right to require proceeding first against Buyer or any of its other Affiliates, any right to require the prior disposition of the assets of Buyer or any of its other Affiliates to meet their respective obligations, lack of validity or the unenforceability of this guaranty of the Buyer Guaranteed Obligations, any rights to set-offs, recoupments and counterclaims (except to the extent Buyer or its Affiliates is entitled to such rights pursuant to the express terms of this Agreement, which rights result in a reduction of the Buyer Guaranteed Obligations), notice, protest and all similar demands whatsoever. The guaranty contained in this Section 9.17 shall apply regardless of any other notice amendments, modifications, waivers or extensions to this Agreement (but such guaranty shall apply with respect to any this Agreement as so amended, modified, waived or extended), whether or not Buyer Guarantor receives notice of the Buyer Obligations same and any defenses that Buyer Guarantor may have with respect to any waives all need for notice of the Buyer Obligations other than as set forth in the immediately preceding sentencesame. Notwithstanding anything to the contrary The guaranty contained herein, the guarantee set forth in this Section 10.14 shall terminate 9.17 is a guaranty of payment and be performance and not of no further force or effect upon the earlier to occur of (i) the Closing and (ii) termination of this Agreement pursuant to Section 9.01, except that the obligations of Buyer Guarantor shall terminate thirty (30) days following the termination of this Agreement pursuant to Section 9.01(d) (unless a Claim is made hereunder prior to the end of such thirty (30) day period, in which case the obligations pursuant to this Section 10.14 shall terminate upon the resolution of such Claim)collectability. (b) For purposes Buyer Guarantor represents and warrants that (i) it is duly organized, validly existing and in good standing under the laws of Sections 10.01 through 10.10Delaware, (ii) it has all requisite power and authority to execute, deliver and perform its obligations under this Section 9.17 and this Agreement has been duly executed and delivered by it and, assuming due authorization, execution and delivery by the other Parties, this Section 9.17 constitutes a valid and binding obligation of Buyer Guarantor, enforceable against Buyer Guarantor in accordance with its terms (subject to the Remedies Exception) and (iii) the execution, delivery and performance of this Agreement does not contravene any Law to which Buyer Guarantor is subject or result in any breach of any Contract to which Buyer Guarantor is a party, other than such contravention or breach that would not limit its ability to carry out the terms and provisions of this Section 9.17. Buyer Guarantor shall not transfer or assign, in whole or in part, any of its obligations under this Section 9.17 without the prior written consent of Seller Parent, which consent shall not be deemed to be a Party. (c) Notwithstanding anything to the contrary contained hereinunreasonably withheld, conditioned or delayed, and any such assignment without such consent is null and void. Buyer Guarantor’s aggregate obligations pursuant to guaranty of the Buyer Guaranteed Obligations is irrevocable and shall survive termination of this Section 10.14 shall not exceed Agreement and continue for the Purchase Priceduration of the Buyer Guaranteed Obligations.

Buyer Guaranty. (a) The Buyer Guarantor hereby is executing this Agreement to guaranty the performance of Buyer under this Agreement and any agreement executed pursuant to this Agreement. Buyer Guarantor guarantees irrevocably, absolutely and unconditionally and irrevocably guarantees, as a principal primary obligation that Buyer shall fully, completely and not as a surety, timely pay and perform all its obligations and assume all its Liabilities contained in this Agreement and any agreement executed pursuant to Seller the prompt and full performance and payment of Buyer’s obligations under this Agreement (the “Buyer Guaranteed Obligations”). If Buyer fails or refuses to pay or perform any such obligations and Liabilities, and Seller hereby agrees and acknowledges that Buyer Guarantor is a signatory to this Agreement solely for such purpose. shall, upon the written request of the Seller may seek remedies directly from Buyer Guarantor with respect to the Buyer Obligations without first exhausting its remedies against Buyerpursuant to Section 13.1 hereto (a “Seller Performance Demand”), immediately pay or perform such obligations, as applicable. A single Seller Performance Demand shall be effective as to any specific default during the continuance of such default until Buyer or Buyer Guarantor shall have cured such default, and additional written demands concerning such default shall not be required until such default is cured. (b) This Section 13.19 is a guaranty of payment and performance and not of collection. The liability obligations of Buyer Guarantor hereunder isshall be continuing, absolute and unconditional and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (i) any invalidity, illegality or unenforceability against Buyer of this Agreement or any agreement executed pursuant to this Agreement; (ii) any modification, amendment, restatement, waiver or rescission of, or any consent to the departure from, any of the terms of this Agreement or any agreement executed pursuant to this Agreement; (iii) any exercise or non-exercise by the Company or the Seller of any right or privilege under this Agreement or any agreement executed pursuant to this Agreement or any notice of such exercise on non-exercise; (iv) any extension, renewal, settlement, compromise, waiver or release in all casesrespect of any Buyer Guaranteed Obligation, subject by operation of Law or otherwise, or any assignment of any Buyer Guaranteed Obligation by the Company or Seller; (v) any change in the corporate existence structure or ownership of Buyer; (vi) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Buyer or its assets or any resulting release or discharge of any Guaranteed Obligation; (vii) any requirement that the Company or Seller exhaust any right or remedy or take any action against the Buyer or any other Person before seeking to all defensesenforce the obligations of Buyer Guarantor under this Section 13.19; (viii) the existence of any defense, setoffs and counterclaims available set-off or other rights (other than a defense of payment or performance) that Buyer Guarantor may have at any time against Buyer, the Company or the Seller or any other Person, whether in connection herewith or any unrelated transactions; (ix) any other act or failure to Buyer with respect to performance act or delay of any kind by Buyer, the Company or the Seller or any other Person; (x) any other circumstance whatsoever that might (other than a defense of payment or performance), but for the provisions of this Section 13.19, constitute a legal or equitable discharge of the Buyer ObligationsGuaranteed Obligations or the obligations of Buyer Guarantor hereunder, including but not limited to all defenses of a surety; or (xi) the failure or delay on the part of Seller or its Affiliates to assert any claim or demand or to enforce any right or remedy against Buyer or Buyer Guarantor. (c) This Section 13.19 shall continue to be effective, or be automatically reinstated, as the case may be, if at any time payment or performance, or any part thereof, of any of the Buyer Guaranteed Obligations are rescinded or must otherwise be restored, returned or rejected by the Seller for any reason, including, without limitation, upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of Buyer, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, Buyer or any substantial part of its respective property, or otherwise, all as though such payments had not been made. Buyer Guarantor waives presentment, agrees that it will indemnify the Seller on demand for all costs and expenses (including reasonable attorneys’ fees and disbursements) incurred by the Seller in connection with such rescission or restoration which amounts shall be in addition to all other obligations hereunder. If Seller is required to refund part or all of any other notice payment of Buyer with respect to any of the Buyer Obligations and any defenses that Buyer Guarantor may have with respect to any of the Buyer Obligations other than as set forth in the immediately preceding sentence. Notwithstanding anything to the contrary contained hereinGuaranteed Obligations, the guarantee set forth in this Section 10.14 such payment shall terminate and be of no further force or effect upon the earlier to occur of (i) the Closing and (ii) termination of this Agreement pursuant to Section 9.01, except that the obligations not constitute a release of Buyer Guarantor shall terminate thirty (30) days following the termination of this Agreement pursuant to Section 9.01(d) (unless a Claim is made hereunder prior to the end of such thirty (30) day periodfrom any liability hereunder, in which case the obligations pursuant to this Section 10.14 shall terminate upon the resolution of such Claim). (b) For purposes of Sections 10.01 through 10.10, Buyer Guarantor shall be deemed to be a Party. (c) Notwithstanding anything to the contrary contained herein, and Buyer Guarantor’s aggregate obligations pursuant liability hereunder shall be reinstated to this Section 10.14 the fullest extent allowed under applicable Law and shall not exceed the Purchase Pricebe construed to be diminished in any manner.

Buyer Guaranty. Subject to the occurrence of, and effective upon, the Distribution Time: (a) Buyer Guarantor Buyer, in order to induce Spinco to execute and deliver this Agreement, hereby absolutely, unconditionally and irrevocably guarantees, as a principal and not as a surety, to Seller the prompt and full performance and payment of Buyer’s obligations under this Agreement guarantees (the “Buyer ObligationsGuaranty”)) the Company’s indemnification obligations pursuant to Section 4.2. If the Company or any member of the Company Group (each, and Seller hereby agrees and acknowledges that Buyer Guarantor is a signatory to this Agreement solely for such purpose. Seller may seek remedies directly from Buyer Guarantor together with its successors, in its capacity as an obligor with respect to such obligations, a “Primary Obligor”) fails or refuses to pay or perform any such obligations, Buyer shall pay or perform such obligations promptly following such failure or refusal; provided that, before seeking payment or performance of any such obligations by Buyer, (x) Spinco shall have first demanded payment or performance (as the Buyer Obligations without first exhausting its remedies against Buyer. The liability of Buyer Guarantor hereunder is, case may be) from the applicable Primary Obligor(s) in all cases, subject to all defenses, setoffs and counterclaims available to Buyer with respect to performance or payment of the Buyer Obligations. Buyer Guarantor waives presentment, demand and any other notice with respect to any of the Buyer Obligations and any defenses that Buyer Guarantor may have with respect to any of the Buyer Obligations other than as set forth in the immediately preceding sentence. Notwithstanding anything to the contrary contained herein, the guarantee set forth in this Section 10.14 shall terminate and be of no further force or effect upon the earlier to occur of (iwriting for such obligation(s) the Closing and (iiy) termination either (I) such written demand shall have been rejected in writing by such Primary Obligor(s) or (II) such obligation(s) shall have continued to not have been paid or performed (as the case may be) for a period of this Agreement pursuant to Section 9.01five (5) Business Days following such written demand, except that and shall not have been waived or extended by Spinco or the obligations of Buyer Guarantor shall terminate thirty (30) days following the termination of this Agreement pursuant to Section 9.01(d) (unless a Claim is made hereunder prior to the end of such thirty (30) day period, in which case the obligations pursuant to this Section 10.14 shall terminate upon the resolution of such Claim)applicable Spinco Indemnitee. (b) For purposes The Buyer Guaranty is a guarantee of Sections 10.01 through 10.10payment and performance and not of collection and Buyer acknowledges and agrees that, subject to Section 4.3(a), no release or extinguishment of the Liabilities of a Primary Obligor (other than in accordance with the terms of this Agreement), whether by decree in any bankruptcy proceeding or otherwise, shall affect the continuing validity and enforceability of the Buyer Guarantor shall be deemed to be a PartyGuaranty. (c) Notwithstanding anything The Buyer Guaranty shall continue to be effective, or be automatically reinstated, as the case may be, if at any time the payment or performance, or any part thereof, of any of the obligations of a Primary Obligor subject to the contrary contained hereinBuyer Guaranty is rescinded or must otherwise be restored, returned or rejected for any reason, including upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of a Primary Obligor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, a Primary Obligor or any substantial part of its property, all as though such payments had not been made. The obligations of Buyer Guarantor’s aggregate hereunder will not be affected, released, terminated, discharged or impaired, in whole or in part, by: (i) any modification of, or amendment or supplement to, this Agreement except any amendment executed by all of the parties hereto that expressly provides otherwise, (ii) any furnishing or acceptance of security or exchange or release of any security, (iii) the consolidation or merger of the Company or any member of the Company Group with or into any other entity or the sale, lease or disposition by the Company or any member of the Company Group of all or substantially all of its assets to any other entity or (iv) any change in the structure of Pubco, Spinco or any member of the Spinco Group. (d) Without limiting the foregoing, following the Closing, ▇▇▇▇▇ agrees to (i) cause, and to take all actions to enable, the Company and the members of the Company Group to adhere to each provision of this Agreement which requires an act or omission on the part of the Company or any member of the Company Group and (ii) cause, and take all actions to enable, the Company and the Company Group to comply with their obligations pursuant to under this Section 10.14 shall not exceed the Purchase PriceAgreement.