Common use of Buyer Parent Guarantee Clause in Contracts

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 guaranty and of the Buyer Guaranteed Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any Buyer 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 Parent, and all suretyship defenses generally. Buyer Parent’s obligations under this Section 10.17 shall terminate upon the satisfaction by Xxxxxx and Xxxxxx Sub of their obligations hereunder. Buyer Parent acknowledges that it will receive substantial direct and indirect benefits in connection with this Agreement and that the waivers set forth in this Section 10.17 are knowingly made in contemplation of such benefits. (Remainder of Page Intentionally Left Blank) 66

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 guaranty and of the Buyer Guaranteed Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any Buyer 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 Parent, and all suretyship defenses generally. Buyer Parent’s obligations under this Section 10.17 shall terminate upon the satisfaction by Xxxxxx Parent and Xxxxxx Merger Sub of their obligations hereunder. Buyer Parent acknowledges that it will receive substantial direct and indirect benefits in connection with this Agreement and that the waivers set forth in this Section 10.17 are knowingly made in contemplation of such benefits. (Remainder of Page Intentionally Left Blank) 66)

Buyer Parent Guarantee. (a) In consideration of, and as an inducement to the Company and the Equityholders’ Representative Seller Parties entering into this Agreement and performing their respective obligations hereunder, Buyer Parent hereby irrevocably, absolutely and unconditionally guarantees to the Company and the Equityholders’ Representative Seller Parties the full performance and payment by Parent and Merger Sub each Buyer of the covenants, obligations, monetary or otherwise, and undertakings of Parent and Merger Sub each Buyer pursuant to or otherwise in connection with this Agreement the Transaction Documents and the Transactions (the “Buyer Guaranteed Obligations”). Upon In the event of any breach of, or other failure to perform, any representation, warranty, covenant, obligation, agreement or undertaking of Parent each Buyer, such breach or Merger Sub, the Company or the Equityholders’ 65 Representative other failure to perform shall give written notice of such also be deemed to be a breach or failure to Buyer Parent, which notice shall specify in reasonable detail the nature and basis of such breach or failure, and perform by 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 Seller Parties shall have the right, exercisable in their sole discretion, to pursue any and 95 all available remedies they the Seller Parties may have under this Agreement arising out of any such breach or nonperformance directly against any or all each of Parent, Merger Sub the Buyers 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” thereinthis Article 9. 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 each 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 any of Seller Parties and (y) except for the second sentence of this Section 10.17, Buyer Parent waives promptness, diligence, notice of the acceptance of this guaranty and of the Buyer Guaranteed Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any Buyer 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 Parentany Buyer, and all suretyship defenses generally. ; provided, that, notwithstanding the foregoing or any provision of any Transaction Document, (i) Buyer Parent’s obligations under this Section 10.17 Parent shall terminate upon have the satisfaction full benefit of all defenses, counterclaims, reductions, diminutions or limitations available to the Buyers pursuant to or arising from any Transaction Document, except for those arising out of (A) any legal limitation, disability or incapacity of a Buyer, (B) any bankruptcy, insolvency, reorganization, moratorium, dissolution or liquidation of a Buyer and similar applicable Laws affecting the enforcement of creditors’ rights or remedies in general as from time to time in effect, (C) the exercise by Xxxxxx courts of equity powers, or (D) any unenforceability or invalidity of any of the Buyer Guaranteed Obligations, and Xxxxxx Sub (ii) Buyer Parent shall have the full benefit of, and does not waive or relinquish its rights and remedies accorded under, applicable statutes of their obligations hereunderlimitation and repose. Buyer Parent acknowledges that it will receive substantial direct and indirect benefits in connection with from the transactions contemplated by this Agreement and the Transaction Documents and that the waivers set forth in this Section 10.17 9.21 are knowingly made in contemplation of such benefits. (Remainder of Page Intentionally Left Blank) 66.

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 unconditionally, irrevocably, and absolutely and unconditionally guarantees to the Company and the Equityholders’ Representative Seller the full and timely performance of Buyer’s obligations (including the due and punctual payment by Parent and Merger Sub of the covenants, obligations, monetary or otherwise, and undertakings of Parent and Merger Sub Purchase Price) 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 The guarantee 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 10.15 is a guarantee of performance and not exclusively merely of collection, and Buyer Parent’s obligations under this Section 10.15 are primary obligations and not those of a mere surety. Without limiting Upon default with respect to any rights or defenses that would be available Obligations, Seller will have no obligation to proceed against Buyer, and may proceed directly against Buyer Parent if it were a direct obligor hereunder without first proceeding against Buyer or any rights other Person or defenses that Buyer Parent, Parent or Merger Sub has hereunder, (x) to the fullest extent permitted by Law, pursuing any other remedy. Buyer Parent hereby expressly waives any will reimburse Seller for all documented out-of-pocket costs and all expenses (including court and arbitration costs and reasonable attorneys’ fees) incurred by Seller in connection with the enforcement of such Seller’s 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 under this Section 10.17, Buyer Parent waives promptness, diligence, notice of the acceptance of this guaranty and of the Buyer Guaranteed Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any Buyer 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 Parent, and all suretyship defenses generally10.15. Buyer Parent’s obligations under this Section 10.17 shall terminate upon 10.15 will not be affected by the satisfaction commencement of any proceedings by Xxxxxx or against Buyer under any liquidation, conservatorship, bankruptcy, moratorium, receivership, insolvency, or similar debtor relief law or any stay or ruling thereunder. If all or any part of any payment to or for the benefit of Seller in respect of an Obligation is invalidated, declared to be fraudulent or preferential, set aside or required for any reason to be repaid or paid to a trustee, receiver or other third Person, the Obligations that otherwise would have been satisfied by that payment or partial payment will be revived and Xxxxxx Sub will continue in full force and effect as if that payment had not been made. Buyer may, without notice to Buyer Parent, extend or alter, together with Seller, the time, manner, place or terms of their obligations hereunderpayment or performance of the Obligations, waive or (together with Seller) amend any terms of this Agreement, or otherwise exercise its rights hereunder without in any way changing, releasing, or discharging Buyer Parent from liability under this Section 10.15. Buyer Parent acknowledges waives notice of acceptance, presentment, demand, protest, and notices of protest, nonpayment, default or dishonor of the Obligations, and all other notices or demands of any kind or nature; provided, however, that it Buyer Parent expressly reserves to itself and will receive substantial direct be entitled to assert (and indirect benefits in connection with Seller hereby agrees that Buyer Parent may assert), as a complete or partial defense to, or release or discharge of, any payment or performance by Buyer Parent hereunder, any claim, set-off, deduction, defense, or release, to the extent that Buyer could assert the same against Seller under the express terms of this Agreement and that the waivers set forth in this Section 10.17 are knowingly made in contemplation of such benefits. (Remainder of Page Intentionally Left Blank) 66Agreement.