Buyer Parent Guarantee. Buyer Parent hereby fully guarantees the due and prompt performance, payment and discharge when due of, agrees to cause each Buyer to perform when due, and shall be jointly and severally liable with each Buyer for the due and punctual performance, payment and discharge of, each and every obligation of each Buyer arising under this Agreement or any of the Transaction Documents (collectively, the “Buyer Guaranteed Obligations”), including the payment of the Purchase Price and each Buyer’s indemnification obligations under Section 8.2. Whenever this Agreement or any of the Transaction Documents requires any Buyer to take any action, such requirement shall be deemed to include an undertaking on the part of Buyer Parent to cause such Buyer to take such action. The Buyer Guaranteed Obligations are primary, absolute, unconditional and irrevocable, and such obligations shall continue in full force and effect until the payment and performance, as applicable, of all of the Buyer Guaranteed Obligations and are not conditioned upon any event or contingency or upon any attempt first to obtain payment from any Buyer under this Agreement or any of the Transaction Documents, or pursuit of any other right or remedy against any Buyer through the commencement of Legal Proceedings or otherwise. With respect to its obligations hereunder, Buyer Parent expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever. Buyer Parent acknowledges and agrees that its obligations hereunder shall continue in full force and effect, without notice from any other party or any Buyer or Parent in the event the obligations of any Buyer or Parent under this Agreement or any of the Transaction Documents are amended or in any way modified, and that the Buyer Guaranteed Obligations shall continue and shall apply in full to such amended obligations of such Buyer or Buyer Parent as though the amended terms had been part of this Agreement or any of the Transaction Documents, as applicable, from the original date of execution thereof. Buyer Parent waives any right to require that any resort be had by Parent (a) against any Buyer for any of the Buyer Guaranteed Obligations or (b) against any other right or remedy available to Parent by contract, applicable Law or otherwise. Without limiting the foregoing, Buyer Parent hereby waives and relinquishes all rights and remedies now or hereafter accorded by applicable Law to sureties and/or guarantors or any other accommodation...
Buyer Parent Guarantee. In consideration of, and as an inducement to the Company and the Equityholders’ Representative entering into this Agreement and performing their obligations hereunder, Buyer Parent hereby irrevocably, absolutely and unconditionally guarantees to the Company and the Equityholders’ Representative the full performance and payment by Parent and Merger Sub of the covenants, obligations, monetary or otherwise, and undertakings of Parent and Merger Sub pursuant to or otherwise in connection with this Agreement (the “Buyer Guaranteed Obligations”). Upon breach of, or other failure to perform, any representation, warranty, covenant, obligation, agreement or undertaking of Parent or Merger Sub, the Company or the Equityholders’ 65 Representative shall give written notice of such breach or failure to Buyer Parent, which notice shall specify in reasonable detail the nature and basis of such breach or failure, and Buyer Parent shall have three (3) Business Days from the date such notice is given to Buyer Parent to cause Parent or Merger Sub to perform its obligations with respect to such breach or failure; provided, that if such obligations are not satisfied within such three (3) Business Day period, the Company and the Equityholders’ Representative shall have the right, exercisable in their sole discretion, to pursue any and all available remedies they may have under this Agreement arising out of any such breach or nonperformance directly against any or all of Parent, Merger Sub and Buyer Parent in the first instance. In this respect, for the avoidance of doubt, Buyer Parent confirms that it is bound by the provisions of Section 10.3, Section 10.5, Section 10.6, Section 10.7, Section 10.8, Section 10.9, Section 10.10, Section 10.11, Section 10.12, Section 10.13 and Section 10.14 as if it were a “Party” therein. This guarantee is a guarantee of performance and not exclusively of collection. Without limiting any rights or defenses that would be available to Buyer Parent if it were a direct obligor hereunder or any rights or defenses that Buyer Parent, Parent or Merger Sub has hereunder, (x) to the fullest extent permitted by Law, Buyer Parent hereby expressly waives any and all rights or defenses arising by reason of any Law that would otherwise require any election of remedies by the Company or the Equityholders’ Representative and (y) except for the second sentence of this Section 10.17, Buyer Parent waives promptness, diligence, notice of the acceptance of this guara...
Buyer Parent Guarantee. Buyer Parent hereby absolutely, irrevocably and unconditionally guarantees to the Sellers, on the terms and conditions set forth in this Section 15.16(a), the full and punctual payment and performance by Buyer when due of any and all obligations of Buyer under this Agreement, including Buyer’s obligation to pay any amount or amounts due to (1) the Sellers pursuant to Section 3.2 and Section 3.3 or (2) the Seller Indemnitees pursuant to Section 10, in each case, to the extent the same is required to be paid by Buyer pursuant to the terms and subject to the conditions and limitations thereof.
Buyer Parent Guarantee. Subject to the terms of the Agreement, Buyer Parent hereby jointly and severally guarantees the obligations of Buyer pursuant to this Article II.
Buyer Parent Guarantee. Buyer Parent hereby fully guarantees the due, prompt and full performance, payment and discharge when due of all the covenants, obligations, agreements and undertakings of Buyer under this Agreement. (Signature pages follow.)
Buyer Parent Guarantee. Buyer Parent guarantees Buyer’s obligations hereunder solely during the period commencing on the date of this Agreement and ending on the date on which the Earnout Amount is paid, including the payment of the Purchase Price (as reduced or increased, as applicable, by the Adjustment Amount) and the Earnout Amount, if any. Buyer Parent shall be entitled to all defenses against this guarantee that would be available to Buyer. Buyer Parent’s obligations under this Agreement are strictly limited to those expressly set forth in this Section 10.18; provided that Buyer Parent agrees to be bound by the provisions of this Article X. Buyer Parent executes this Agreement solely for purposes of this Section 10.18. (Remainder of this page intentionally left blank; signatures begin on the next page.)
Buyer Parent Guarantee. AstraZeneca PLC (a) agrees to take all action necessary to cause Parent or Merger Sub, as applicable, to perform all of its respective agreements, covenants and obligations under this Agreement, (b) unconditionally guarantees to the Company the full and complete performance by Parent or Merger Sub, as applicable, of its respective obligations under this Agreement and (c) shall, subject to Section 8.02, be liable for any breach of any representation, warranty, covenant or obligation of Parent or Merger Sub, as applicable, under this Agreement.
Buyer Parent Guarantee. Parent hereby unconditionally and irrevocably guarantees (the “Buyer Parent Guarantee”) the prompt and full payment and performance of any and all obligations of Buyer under this Agreement. Parent hereby irrevocably waives any and all rights and defenses under, and each other provision of, any applicable Law which restricts or in any way limits the rights of any obligee against a guarantor or surety following a default or failure of payment or performance by an obligor with respect to whose obligations the guarantee or surety is provided. The Buyer Parent Guarantee shall survive the Closing and remain in effect for so long as Buyer has obligations under this Agreement.
Buyer Parent Guarantee. Buyer Parent hereby unconditionally and irrevocably guarantees to Seller the due and punctual payment and performance of all obligations of Buyer under this Agreement (as such Agreement may be modified or amended from time to time).
Buyer Parent Guarantee. Buyer Parent hereby guarantees and becomes surety for the prompt payment, performance and satisfaction of all duties, obligations and liabilities of Buyer arising under this Agreement and Sellers shall be entitled to enforce all such duties, obligations and liabilities against Buyer Parent if and to the extent not fully performed and discharged in accordance with the terms and conditions of this Agreement.
