Common use of Buyer Parent Guarantee Clause in Contracts

Buyer Parent Guarantee. (a) Buyer Parent hereby irrevocably, absolutely and unconditionally guarantees to the Sellers the prompt, complete and full performance, when due, of all of Buyer’s covenants and obligations under this Agreement and the Ancillary Agreements, including without limitation Buyer’s obligation in connection with the delivery of the Deposit Amount, the Share Consideration to the Sellers and Buyer’s indemnification obligations in accordance with Section 7, when the same shall become due and payable in accordance with the terms of this Agreement. This guaranty shall be a continuing guaranty and shall remain in full force and effect until, and Buyer Parent’s Liability under this guaranty shall terminate in respect of any covenant or obligation of Buyer upon, the termination of such covenant or obligation of Buyer pursuant to, and in accordance with, this Agreement. Buyer Parent acknowledges that its obligations under this Section 5.10 shall not be released or discharged in whole or in part by the insolvency, bankruptcy, liquidation, termination, dissolution, merger, consolidation or other business combination of Buyer. The guaranty contemplated in this Section 5.10 shall apply to any obligation of Buyer hereunder, regardless of whether Buyer Parent is specifically cited herein as being a party to such obligation. Buyer Parent shall be liable as principal debtor and not solely as surety with respect to the performance of the obligations guaranteed hereunder. Buyer Parent shall be entitled to offset against its obligations pursuant to this guarantee any amounts to which Buyer may be entitled under this Agreement provided that such amounts must first be (i) agreed to in writing by Sellers, (ii) determined to be owing pursuant to a final and binding order or judgment of a Governmental Authority of competent jurisdiction or (iii) determined to be owing pursuant to a final and binding determination or award of an arbitration or like panel. The Sellers shall not be bound to exhaust their recourse against Buyer or any other Person before being entitled to payment or other recourse under the guarantee provided by Buyer Parent herein.

Buyer Parent Guarantee. (a) Buyer Parent hereby irrevocably, absolutely fully guarantees the due and unconditionally guarantees to the Sellers the prompt, complete and full 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 all of Buyer’s covenants and obligations each Buyer arising under this Agreement and or any of the Ancillary AgreementsTransaction Documents (collectively, the “Buyer Guaranteed Obligations”), including without limitation Buyer’s obligation in connection with the delivery payment of the Deposit Amount, the Share Consideration to the Sellers Purchase Price and each Buyer’s indemnification obligations in accordance with under Section 78.2. Whenever this Agreement or any of the Transaction Documents requires any Buyer to take any action, when the same shall become due and payable in accordance with the terms of this Agreement. This guaranty such requirement shall be a continuing guaranty 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 remain continue in full force and effect untiluntil 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 Parent’s Liability under this guaranty shall terminate in respect Agreement or any of the Transaction Documents, or pursuit of any covenant other right or obligation remedy against any Buyer through the commencement of Legal Proceedings or otherwise. With respect to its obligations hereunder, Buyer uponParent expressly waives diligence, the termination presentment, demand of such covenant or obligation of Buyer pursuant topayment, protest and in accordance with, this Agreementall 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 parties, under any statutory provision, common law or any other provision of law, custom or practice, and agrees not to assert or take advantage of any such rights or remedies. In connection with the Buyer Guaranteed Obligations, Buyer Parent hereby represents and warrants to Parent that the value of the consideration received, and to be received, by Buyer Parent in connection with the transactions contemplated under the Agreement is worth at least as much as the liabilities and obligations of Buyer Parent under this Section 5.10 shall not be released or discharged in whole or in part by the insolvency10.11, bankruptcy, liquidation, termination, dissolution, merger, consolidation or other business combination of Buyer. The guaranty contemplated in this Section 5.10 shall apply and that such liabilities and obligations are expected to any obligation of Buyer hereunder, regardless of whether benefit Buyer Parent is specifically cited herein as being a party to such obligation. Buyer Parent shall be liable as principal debtor and not solely as surety with respect to the performance of the obligations guaranteed hereunder. Buyer Parent shall be entitled to offset against its obligations pursuant to this guarantee any amounts to which Buyer may be entitled under this Agreement provided that such amounts must first be (i) agreed to in writing by Sellers, (ii) determined to be owing pursuant to a final and binding order either directly or judgment of a Governmental Authority of competent jurisdiction or (iii) determined to be owing pursuant to a final and binding determination or award of an arbitration or like panel. The Sellers shall not be bound to exhaust their recourse against Buyer or any other Person before being entitled to payment or other recourse under the guarantee provided by Buyer Parent hereinindirectly.

Buyer Parent Guarantee. (a) Buyer Parent hereby irrevocably, absolutely unconditionally and unconditionally irrevocably guarantees to Seller punctual performance by the Sellers the prompt, complete Buyer and full performance, when due, its Affiliates of all of Buyer’s covenants the obligations of Buyer and its Affiliates set forth in this Agreement and undertakes to Seller that (i) whenever Buyer or any of its Affiliates does not pay any amount when due under this Agreement, Buyer Parent shall immediately on first demand pay that amount as if it was the principal obligor and (ii) whenever the Buyer or any of its Affiliates fails to perform any other obligations under this Agreement, Buyer Parent shall immediately on demand perform (or procure performance of) and satisfy (or procure the satisfaction of) that obligation, so that the same benefits are conferred on Seller as it would have received if such obligation had been performed and satisfied by Buyer or its applicable Affiliate. Buyer Parent undertakes to indemnify and hold Seller harmless from and against any all damage, loss, liability and expense (including reasonable and documented expenses of investigation and reasonable and documented attorneys’ fees and expenses) suffered or incurred by it as a result of the non-performance by Buyer or any of its Affiliates of any of obligations under this Agreement and the Ancillary Agreements, including without limitation Buyer’s obligation in connection with the delivery of the Deposit Amount, the Share Consideration to the Sellers and Buyer’s indemnification obligations in accordance with Section 7, when the same shall become due and payable in accordance with the terms breach of this Agreement. This guaranty shall , to the same extent that Buyer or its Affiliates would be a continuing guaranty liable to Seller for such damage, loss, liability and shall remain in full force and effect until, and Buyer Parent’s Liability expense under this guaranty shall terminate in respect of Agreement, notwithstanding (a) any covenant refusal or obligation neglect to perfect, take up or enforce, any rights against Buyer or its Affiliates under this Agreement; (b) the insolvency (or similar proceedings) of Buyer uponor its Affiliates, the termination any incapacity or lack of such covenant power, authority or obligation legal personality of Buyer pursuant toor its Affiliates or change in control, and in accordance withownership or status of Buyer or its Affiliates; or (c) any illegality, this Agreement. Buyer Parent acknowledges that its obligations under this Section 5.10 shall not be released invalidity or discharged in whole or in part by the insolvency, bankruptcy, liquidation, termination, dissolution, merger, consolidation or other business combination unenforceability of Buyer. The guaranty contemplated in this Section 5.10 shall apply to any obligation of Buyer hereunderor its Affiliates under this Agreement. The guarantee under this Section 7.06 is a continuing guarantee and will extend to the ultimate balance of sums payable by Buyer or its Affiliates under this Agreement, regardless of whether Buyer Parent is specifically cited herein as being a party to such obligationany intermediate payment or discharge. Buyer Parent shall be liable as principal debtor and not solely as surety with respect waives any right which it may have to the performance of the obligations guaranteed hereunder. Buyer Parent shall be entitled first require Seller to offset against its obligations pursuant to this guarantee any amounts to which Buyer may be entitled under this Agreement provided that such amounts must first be (i) agreed to in writing by Sellers, (ii) determined to be owing pursuant to a final and binding order or judgment of a Governmental Authority of competent jurisdiction or (iii) determined to be owing pursuant to a final and binding determination or award of an arbitration or like panel. The Sellers shall not be bound to exhaust their recourse proceed against Buyer or any other Person its Affiliates before being entitled to payment or other recourse under the guarantee provided by claiming from Buyer Parent hereinunder this Section 7.06.

Buyer Parent Guarantee. (a) Buyer Parent hereby irrevocably, absolutely fully guarantees the due and unconditionally guarantees to the Sellers the prompt, complete and full prompt performance, payment and discharge when duedue of, and shall be jointly and severally liable with Buyer for the due and punctual performance, payment and discharge of, each and every payment and indemnification obligation of all of Buyer’s covenants and obligations Buyer arising under this Agreement and or any of the Ancillary AgreementsTransaction Agreements (collectively, the “Buyer Guaranteed Obligations”), including without limitation Buyer’s obligation in connection with the delivery payment of the Deposit Amount, the Share Consideration to the Sellers Purchase Price and Buyer’s indemnification obligations in accordance with under Section 77.2. The Buyer Guaranteed Obligations are primary, when the same absolute, unconditional and irrevocable, and such obligations shall become due and payable in accordance with the terms of this Agreement. This guaranty shall be a continuing guaranty and shall remain continue in full force and effect untiluntil 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 Buyer Parent’s Liability under this guaranty shall terminate in respect Agreement or any of the Transaction Agreements, or pursuit of any covenant other right or obligation remedy against Buyer through the commencement of Proceedings or otherwise. With respect to its obligations under this guarantee, Buyer uponParent expressly waives diligence, the termination presentment, demand of such covenant or obligation of Buyer pursuant topayment, protest and in accordance with, this Agreementall notices whatsoever. Buyer Parent acknowledges and agrees that its obligations under this Section 5.10 guarantee shall not be released continue in full force and effect, without notice from any other party or discharged Buyer in whole the event the obligations of Buyer, Seller, or Buyer Parent under this Agreement or any of the Transaction Agreements are amended or in part by any way modified, and that the insolvency, bankruptcy, liquidation, termination, dissolution, merger, consolidation or other business combination of Buyer. The guaranty contemplated in this Section 5.10 Buyer Guaranteed Obligations shall continue and shall apply in full to any obligation such amended obligations of such Buyer hereunder, regardless of whether or Buyer Parent is specifically cited herein as being a party to such obligationthough the amended terms had been part of this Agreement or any of the Transaction Agreements, as applicable, from the original date of execution thereof. Buyer Parent shall waives any right to require that any resort be liable as principal debtor and not solely as surety with respect to the performance had by Seller (a) against Buyer for any of the obligations guaranteed hereunderBuyer Guaranteed Obligations or (b) against any other right or remedy available to Seller by contract, applicable Law or otherwise. Without limiting the foregoing, Buyer Parent shall be entitled hereby waives and relinquishes all rights and remedies now or hereafter accorded by applicable Law to offset against its obligations pursuant to this guarantee any amounts to which Buyer may be entitled under this Agreement provided that such amounts must first be (i) agreed to in writing by Sellers, (ii) determined to be owing pursuant to a final and binding order or judgment of a Governmental Authority of competent jurisdiction or (iii) determined to be owing pursuant to a final and binding determination or award of an arbitration or like panel. The Sellers shall not be bound to exhaust their recourse against Buyer sureties and/or guarantors or any other Person before being entitled accommodation parties, under any statutory provision, common law or any other provision of law, custom or practice, and agrees not to payment assert or other recourse under take advantage of any such rights or remedies. In connection with the guarantee provided Buyer Guaranteed Obligations, Buyer Parent hereby represents and warrants to Seller that the value of the consideration received, and to be received, by Buyer Parent hereinin connection with the transactions contemplated under the Agreement is worth at least as much as the liabilities and obligations of Buyer Parent under this Section 8.9, and that such liabilities and obligations are expected to benefit Buyer Parent either directly or indirectly.

Buyer Parent Guarantee. (a) As a material inducement to the Sellers to enter into this Agreement, and in return for the substantial direct and indirect benefits that Buyer Parent will realize from the Transactions, Buyer Parent hereby irrevocablyabsolutely, absolutely unconditionally and unconditionally irrevocably guarantees to the Sellers Sellers, as primary obligor and not merely as a surety, the promptdue and timely payment, complete performance and full performance, when due, discharge of all obligations of Buyer’s covenants Buyer and obligations its successors and permitted assigns, under this Agreement and the Ancillary AgreementsAgreement, including without limitation Buyer’s obligation in connection with the delivery of the Deposit Amount, the Share Consideration any monetary payments to the Sellers and Buyer’s indemnification obligations be made by Buyer in accordance with Section 77.2, when and Section 7.3 (including the same shall become due and payable Reverse Termination Payment Amounts) (in accordance with any case, as applicable, the terms of “Buyer Parent Guaranteed Obligations”). The guarantee contained in this Agreement. This guaranty shall be Section 9.18 is a continuing guaranty of the full and punctual discharge and performance of the Buyer Parent Guaranteed Obligations, not of collection. Buyer Parent expressly waives promptness, diligence, notice of acceptance, presentment, demand or payment, and all other notices of any kind, and any requirement that any Person exhaust any right, remedy or power or proceed against Buyer (or any of its successors or assigns) under this Agreement or against any other Person under any other guaranty of, or security for, the Buyer Parent Guaranteed Obligations. If Buyer or any of its successors or permitted assigns default in the timely discharge or performance of the Buyer Parent Guaranteed Obligations, in whole or in part, Buyer Parent shall fully and punctually discharge and perform such Buyer Parent Guaranteed Obligations. This guarantee shall remain in full force and effect untiluntil all of the Buyer Parent Guaranteed Obligations shall have been paid and performed in full, and will be binding upon Buyer Parent’s Liability under this guaranty shall terminate in respect of any covenant or obligation of Buyer upon, the termination of such covenant or obligation of Buyer pursuant to, its successors and in accordance with, this Agreement. Buyer Parent acknowledges that its obligations under this Section 5.10 shall not be released or discharged in whole or in part by the insolvency, bankruptcy, liquidation, termination, dissolution, merger, consolidation or other business combination of Buyer. The guaranty contemplated in this Section 5.10 shall apply to any obligation of Buyer hereunder, regardless of whether Buyer Parent is specifically cited herein as being a party to such obligation. Buyer Parent shall be liable as principal debtor and not solely as surety with respect to the performance of the obligations guaranteed hereunder. Buyer Parent shall be entitled to offset against its obligations pursuant to this guarantee any amounts to which Buyer may be entitled under this Agreement provided that such amounts must first be (i) agreed to in writing by Sellers, (ii) determined to be owing pursuant to a final and binding order or judgment of a Governmental Authority of competent jurisdiction or (iii) determined to be owing pursuant to a final and binding determination or award of an arbitration or like panel. The Sellers shall not be bound to exhaust their recourse against Buyer or any other Person before being entitled to payment or other recourse under the guarantee provided by Buyer Parent hereinpermitted assigns.

Buyer Parent Guarantee. (a) Buyer Parent hereby irrevocablyunconditionally, absolutely and unconditionally guarantees irrevocably guarantees, undertakes and promises to the Sellers the promptcause Buyer to fully and promptly pay, complete perform and full performance, when due, of observe all of Buyer’s obligations under, with respect to, in connection with or otherwise arising out of or relating to this Agreement (collectively, the “Buyer Parent Obligations”), whether according to the present terms hereof, or pursuant to any change in the terms, covenants and obligations under conditions hereof at any time hereafter made or granted, including pursuant to any amendments, waivers, extensions or renewals affecting this Agreement and the Ancillary Agreementstransactions contemplated hereby. In the event that Buyer fails in any manner whatsoever to pay, including without limitation Buyer’s obligation in connection with the delivery perform or observe any of the Deposit AmountBuyer Parent Obligations, Buyer Parent will itself duly and promptly pay, perform or observe, as the Share Consideration case may be, such Buyer Parent Obligations, or cause the same to be duly and promptly paid, performed or observed, in each case as if Buyer Parent were itself Buyer with respect to such Buyer Parent Obligations. In regards to monetary obligations, Buyer Parent agrees that its guarantee under this Section 11.13 constitutes a guarantee of payment when due and not of collection. Notwithstanding anything in this Section 11.13 to the Sellers contrary, Seller may proceed to enforce this Section 11.13 against Buyer Parent without first pursuing or exhausting any right or remedy that Seller or any of its successors or assigns may have against Buyer, any of its successors or assigns (or any Affiliates thereof) or any other Person. The obligations of Buyer Parent under this Section 11.13 shall be valid and Buyer’s indemnification obligations in accordance with enforceable and, to the fullest extent permitted by Applicable Law, Buyer Parent waives (i) any direct or indirect defense based on a lack of power or authority by Buyer to execute, deliver or perform this Agreement and (ii) any other legal or equitable defense available to a guarantor under Applicable Law. Any payment by Buyer Parent pursuant to this Section 711.13 will, when to the same shall become due and payable in accordance with the terms extent of actual receipt by Seller of such payment as it relates to any Buyer Parent Obligation under this Agreement. This guaranty shall be a continuing guaranty and shall remain in full force and effect until, and discharge such Buyer Parent’s Liability under this guaranty shall terminate in respect of any covenant or obligation Parent Obligation of Buyer upon, the termination of such covenant or obligation of Buyer pursuant to, and in accordance with, to Seller under this Agreement. Buyer Parent acknowledges agrees that its obligations guarantee under this Section 5.10 11.13 shall not continue to be released effective or discharged in whole be reinstated, as the case may be, if at any time full or in part by partial payment of any Buyer Parent Obligation is rescinded or must otherwise be restored upon the insolvency, bankruptcy, liquidation, termination, dissolution, merger, consolidation bankruptcy or other business combination of Buyer. The guaranty contemplated in this Section 5.10 shall apply to any obligation reorganization of Buyer hereunder, regardless of whether Buyer Parent is specifically cited herein as being a party to such obligationor otherwise. Buyer Parent agrees that it shall be liable as principal debtor and not solely as surety have no right of subrogation, contribution or indemnity with respect to payments made under this Section 11.13 until such time as all Buyer Parent Obligations have been paid in full. Notwithstanding the performance provisions of Section 11.1, Buyer Parent agrees to pay on demand all reasonable, documented out-of-pocket fees and expenses of Buyer (including the reasonable, documented fees and expenses of its counsel) for the protection or enforcement of the obligations guaranteed hereunder. rights of Seller against Buyer Parent shall be entitled to offset against its obligations pursuant to this guarantee any amounts to which Buyer may be entitled under this Agreement provided that such amounts must first be Section 11.13. (i) agreed to in writing by Sellers, (ii) determined to be owing pursuant to a final and binding order or judgment The remainder of a Governmental Authority of competent jurisdiction or (iii) determined to be owing pursuant to a final and binding determination or award of an arbitration or like panel. The Sellers shall not be bound to exhaust their recourse against Buyer or any other Person before being entitled to payment or other recourse under the guarantee provided by Buyer Parent hereinthis page is intentionally left blank.)

Buyer Parent Guarantee. Buyer Parent hereby guarantees to the Seller Parties the full and timely performance of all of the obligations of Buyer under this Agreement, including the payment obligations of Buyer pursuant to Section 2.03(a) (collectively, the “Guaranteed Obligations”). This is a guarantee of performance, and not merely of collection, and Buyer Parent acknowledges and agrees that this guarantee is full and unconditional, and no amendment, modification, release or extinguishment of Buyer’s obligations or liabilities, whether by decree in any bankruptcy proceeding or otherwise, shall affect the continuing validity and enforceability of this guarantee. Buyer Parent hereby waives, for the benefit of the Seller Parties, (a) any right to require the Seller Parties, as a condition of performance by Buyer Parent, to proceed in any Action against Buyer or pursue any other remedies whatsoever and (b) to the fullest extent permitted by applicable Law, any defenses or benefits that may be derived from or afforded by any Law that limit the liability of or exonerate guarantors or sureties, other than defense of performance in full of the Guaranteed Obligations. Buyer Parent hereby irrevocably, absolutely will reimburse the Seller Parties for all reasonable and unconditionally guarantees to documented out-of-pocket costs and expenses (including court and arbitration costs and reasonable attorneys’ fees) incurred by the Sellers the prompt, complete and full performance, when due, of all of Buyer’s covenants and obligations under this Agreement and the Ancillary Agreements, including without limitation Buyer’s obligation Seller Parties in connection with the delivery enforcement of their rights under this Section 11.15. If all or any part of any payment to or for the Deposit Amountbenefit of any Seller Party in respect of a Guaranteed Obligation is invalidated, declared to be fraudulent or preferential or set aside and, in each such case, required for any reason to be repaid or paid to a trustee, receiver or other third Person, the Share Consideration to the Sellers Guaranteed Obligations that otherwise would have been satisfied by that payment or partial payment will be revived and Buyer’s indemnification obligations in accordance with Section 7, when the same shall become due and payable in accordance with the terms of this Agreement. This guaranty shall be a continuing guaranty and shall remain will continue in full force and effect until, as if that payment had not been made. Buyer Parent understands and Buyer Parent’s Liability under acknowledges that the Seller Parties are relying on this guaranty shall terminate guarantee and the representations and warranties set forth in respect of any covenant or obligation of Buyer upon, the termination of such covenant or obligation of Buyer pursuant to, and immediately following sentence in accordance with, entering into this Agreement. Buyer Parent acknowledges hereby represents and warrants that its obligations under this Section 5.10 shall not be released or discharged in whole or in part by the insolvency, bankruptcy, liquidation, termination, dissolution, merger, consolidation or other business combination of Buyer. The guaranty contemplated in this Section 5.10 shall apply to any obligation of Buyer hereunder, regardless of whether Buyer Parent is specifically cited herein as being a party to such obligation. Buyer Parent shall be liable as principal debtor and not solely as surety with respect to the performance of the obligations guaranteed hereunder. Buyer Parent shall be entitled to offset against its obligations pursuant to this guarantee any amounts to which Buyer may be entitled under this Agreement provided that such amounts must first be (i) agreed it has full power and authority to in writing by Sellersexecute and deliver this Agreement (solely for purposes of this Section 11.15), to carry out its obligations hereunder and make any payments required to be made hereby, (ii) determined to be owing pursuant to a final the execution and binding order delivery by Buyer Parent of this Agreement (solely for purposes of this Section 11.15), and the performance by Buyer Parent of its obligations hereunder, have been duly authorized by all requisite corporate or judgment other organizational action on the part of a Governmental Authority of competent jurisdiction or Buyer Parent and (iii) determined to be owing pursuant to a final this Agreement has been duly executed and binding determination or award of an arbitration or like panel. The Sellers shall not be bound to exhaust their recourse against Buyer or any other Person before being entitled to payment or other recourse under the guarantee provided delivered by Buyer Parent herein(solely for purposes of this Section 11.15), and constitutes a legal, valid and binding obligation of Buyer Parent, enforceable against Buyer Parent in accordance with its terms. The foregoing representations and warranties of Buyer Parent shall survive in perpetuity and shall not terminate.

Buyer Parent Guarantee. Buyer Parent, intending to be legally bound, hereby irrevocably guarantees (a) Buyer Parent hereby irrevocablyprior to and at the Closing, absolutely the full and unconditionally guarantees to the Sellers the prompt, complete punctual payment and full performance, when due, performance of all obligations of Buyer’s covenants and obligations under this Agreement and the Ancillary AgreementsBuyer (or any transferee of Buyer pursuant to Section 9.7) set forth herein , including without limitation the payment by Buyer of the Initial Purchase Payment, (b) from and after the Closing, Buyer’s obligation in connection with the delivery payment, performance or other discharge of the Deposit AmountAssumed Liabilities and (c) from and after the Closing, Buyer’s payment of the amounts payable to Seller pursuant to Appendix B of the Transition Services Agreement (collectively, the Share Consideration to “Guaranteed Obligations”). Buyer Parent acknowledges and agrees that the Sellers obligations of Buyer Parent under his Section 10.1 shall be unconditional and absolute and no release or extinguishments of Buyer’s indemnification (or any Transferee’s) obligations in accordance with Section 7, when the same shall become due and payable or Liabilities (other than in accordance with the terms of this Agreement. This guaranty ), whether by decree in any bankruptcy proceeding or otherwise, shall affect the continuing validity and enforceability of this guarantee; provided, however, that Buyer Parent shall be entitled to assert as a continuing guaranty defense to any claim for payment or performance of any Guaranteed Obligations any and all of the rights, defenses, counterclaims, exculpations, set-offs, indemnities and limitations on liability to which Buyer (or any transferee of Buyer pursuant to Section 9.7) may be entitled to assert under this Agreement or the Transition Services Agreement, including that (i) such Guaranteed Obligations are not currently due under the terms of this Agreement, or (ii) that such Guaranteed Obligations have previously been paid or performed in full. The foregoing guarantee shall remain in full force and effect until, and Buyer Parent’s Liability under this guaranty shall terminate in respect until the earlier of any covenant or obligation of Buyer upon, (x) the termination of such covenant or obligation of Buyer pursuant to, and this Agreement in accordance withwith Article VIII and (y) the date on which each Guaranteed Obligation has been completely performed and/or paid in full, this Agreementas applicable. Buyer Parent acknowledges that its obligations In any Proceeding to enforce rights under this Section 5.10 shall not be released or discharged in whole or in part by 10.1, the insolvency, bankruptcy, liquidation, termination, dissolution, merger, consolidation or other business combination of Buyer. The guaranty contemplated in this Section 5.10 shall apply to any obligation of Buyer hereunder, regardless of whether Buyer Parent is specifically cited herein as being a prevailing party to such obligation. Buyer Parent shall be liable as principal debtor and not solely as surety with respect to the performance of the obligations guaranteed hereunder. Buyer Parent shall will be entitled to offset against recover its obligations pursuant to this guarantee any amounts to which Buyer may be entitled under this Agreement provided that such amounts must first be (i) agreed to in writing by Sellers, (ii) determined to be owing pursuant to a final and binding order or judgment of a Governmental Authority of competent jurisdiction or (iii) determined to be owing pursuant to a final and binding determination or award of an arbitration or like panel. The Sellers shall not be bound to exhaust their recourse against Buyer or any other Person before being entitled to payment or other recourse under the guarantee provided by Buyer Parent hereinreasonable attorneys fees.

Buyer Parent Guarantee. (a) Notwithstanding anything to the contrary in this Agreement, Buyer Parent hereby irrevocablyagrees to guarantee in full all duties and obligations of Buyers in this Agreement (including the indemnification obligations of Buyers under this Article 8, absolutely on the terms and unconditionally guarantees subject to the Sellers the promptconditions, complete limitations and full performance, when due, other provisions set forth in this Article 8 with respect to such indemnification obligations of Buyers) and all of Buyer’s covenants duties and obligations of Buyers in the Sellers Note and the Security Agreement (collectively, the “Guaranteed Buyer Obligations”). The obligations of Buyer Parent under this Agreement Section 8.08 shall constitute a present and continuing guaranty of payment and performance and not merely of collectability. Buyer Parent agrees that the Ancillary AgreementsGuaranteed Buyer Obligations will not be discharged except by complete performance or payment of such Guaranteed Buyer Obligations and will not be discharged, including without limitation Buyer’s obligation affected, or impaired in connection with any way, or subject to any defense, set-off, deduction, or counterclaim whatsoever, by reason of: (i) any failure on the delivery part of any of the Deposit AmountSellers or any of their respective Affiliates and Representatives to timely assert any claim or demand or to enforce any right or remedy against any Buyer; (ii) any change in the time (including any extension of the time), the Share Consideration to the Sellers and Buyer’s indemnification obligations in accordance with Section 7, when the same shall become due and payable in accordance with the terms place or manner of this Agreement. This guaranty shall be a continuing guaranty and shall remain in full force and effect until, and Buyer Parent’s Liability under this guaranty shall terminate in respect payment or performance of any covenant of the Guaranteed Buyer Obligations or obligation of Buyer upon, the termination of such covenant any amendment or obligation of Buyer pursuant modification to, and in accordance withor waiver under, this Agreement. Buyer Parent acknowledges that its obligations under this Section 5.10 shall not be released , the Sellers Note or discharged in whole or in part by the insolvency, bankruptcy, liquidation, termination, dissolution, merger, consolidation or other business combination Security Agreement; (iii) any discharge of Buyer. The guaranty contemplated in this Section 5.10 shall apply to any obligation of Buyer hereunderany of the Sellers arising out of any applicable Action seeking the application of bankruptcy, regardless moratorium and other laws affecting creditors’ rights generally and as limited by the availability of whether specific performance and the application of equitable principles, against any Buyer; (iv) any change in the corporate existence, structure, or ownership of any Buyer, Buyer Parent is specifically cited herein as being a party to such obligation. Buyer Parent shall be liable as principal debtor and not solely as surety with respect to the performance of the obligations guaranteed hereunder. Buyer Parent shall be entitled to offset against its obligations pursuant to this guarantee any amounts to which Buyer may be entitled under this Agreement provided that such amounts must first be (i) agreed to in writing by Sellers, (ii) determined to be owing pursuant to a final and binding order or judgment of a Governmental Authority of competent jurisdiction or (iii) determined to be owing pursuant to a final and binding determination or award of an arbitration or like panel. The Sellers shall not be bound to exhaust their recourse against Buyer or any other Person before being entitled to interested in the transactions contemplated by this Agreement, the Sellers Note or the Security Agreement; or (v) the adequacy of any other means any of the Sellers may have of obtaining payment or other recourse under performance of any of the guarantee provided by Guaranteed Buyer Parent herein.Obligations. 8.09

Buyer Parent Guarantee. (a) Buyer Parent hereby irrevocably, absolutely and unconditionally guarantees to the Sellers the prompt, complete and full performance, when due, of all of Buyer’s covenants and obligations under this Agreement and the Ancillary Agreements, including without limitation Buyer’s obligation in connection with the delivery of the Deposit Amount, the Share Consideration to the Sellers and Buyer’s indemnification obligations in accordance with Section 7, when the same shall become due and payable in accordance with the terms of this Agreement. This guaranty shall be a continuing guaranty and shall remain in full force and effect until, and Buyer Parent’s Liability under this guaranty shall terminate in respect of any covenant or obligation of Buyer upon, the termination of such covenant or obligation of Buyer pursuant to, and in accordance with, this Agreement. Buyer Parent acknowledges that its obligations under this Section 5.10 shall not be released or discharged in whole or in part by the insolvency, bankruptcy, liquidation, termination, dissolution, merger, consolidation or other business combination of Buyer. The guaranty contemplated in this Section 5.10 shall apply to any obligation of Buyer hereunder, regardless of whether Buyer Parent is specifically cited herein as being a party to such obligation. Buyer Parent shall be liable as principal debtor and not solely as surety with respect to the performance of the 23 obligations guaranteed hereunder. Buyer Parent shall be entitled to offset against its obligations pursuant to this guarantee any amounts to which Buyer may be entitled under this Agreement provided that such amounts must first be (i) agreed to in writing by Sellers, (ii) determined to be owing pursuant to a final and binding order or judgment of a Governmental Authority of competent jurisdiction or (iii) determined to be owing pursuant to a final and binding determination or award of an arbitration or like panel. The Sellers shall not be bound to exhaust their recourse against Buyer or any other Person before being entitled to payment or other recourse under the guarantee provided by Buyer Parent herein.