Common use of Buyer Parent Guaranty Clause in Contracts

Buyer Parent Guaranty. (a) Buyer Parent unconditionally and irrevocably guarantees to Seller and its successors and assigns the full and timely performance of Buyer’s obligations required to be performed at or prior to the Closing, including the obligation to pay the Initial Purchase Price at Closing pursuant to this Agreement as the same is now or may hereafter be in effect (collectively, the “Guaranteed Obligations”). Buyer Parent acknowledges and agrees that its guaranty is full, absolute and unconditional, is a guaranty of performance and not merely of collection and is in no way conditioned or contingent upon any attempt to collect from Buyer, and no extension, increase, modification, amendment, waiver, consent, release or extinguishment of any Guaranteed Obligation, or other change in any Guaranteed Obligation, whether by agreement of Buyer and Seller, decree in any bankruptcy proceeding or otherwise, will affect the continuing validity and enforceability of its guaranty, nor will such validity and enforceability be affected by any lack of validity or enforceability of any obligation of Buyer as a result of the application of any bankruptcy, insolvency, moratorium or other similar Law relating to creditors’ rights and general principles of equity to Buyer. Buyer Parent hereby waives, for the benefit of Seller, to the fullest extent permitted by applicable Law, any defenses or benefits that may be derived from or afforded by Law that limit the liability of or exonerate guarantors or sureties, including those which would otherwise require any election of remedies by Seller (other than payment of the applicable Guaranteed Obligations), and further waives any notice (including notice of acceptance or nonpayment), presentment, demand, performance, protest, suit or other action as the same pertains to Buyer or any of the applicable Guaranteed Obligations, or any right to require Seller to proceed against Buyer or to exhaust any security held by Seller, or to pursue any other remedy with respect to any of the applicable Guaranteed Obligations. (b) Buyer Parent represents and warrants to Seller that (i) it is duly incorporated or organized, validly existing and in good standing under the Laws of the state of its formation or incorporation, (ii) it has all requisite entity power and authority to (A) execute and deliver this Agreement, (B) perform its respective obligations hereunder and (C) consummate the transactions contemplated hereby, (iii) this Agreement has been duly executed and delivered by it and (iv) assuming the due authorization, execution and delivery by Seller, this Agreement constitutes the legal, valid and binding obligation of Buyer Parent, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity. (c) Seller and Buyer may at any time and from time to time without notice to or consent of Buyer Parent and without impairing or releasing the obligations of Buyer Parent under its guaranty, with respect to any of the Guaranteed Obligations, (i) by written agreement make any change in the terms of the Guaranteed Obligations, (ii) take or fail to take any action of any kind in respect of any security for the Guaranteed Obligations, or (iii) exercise or refrain from exercising any rights against Buyer or others. Buyer Parent shall not institute, and shall cause its Affiliates not to institute, any Legal Proceedings asserting that this guaranty is illegal, invalid or unenforceable in accordance with its terms. This guaranty may not be revoked or terminated and will remain in full force and effect and will be binding on Buyer Parent, its successors and assigns until all of its respective Guaranteed Obligations have been paid and satisfied in full. This guaranty will continue to be effective or will be reinstated, as the case may be, if and to the extent that any payment of, or other transaction satisfying any Guaranteed Obligation, is rescinded or must otherwise be returned by the recipient thereof as a result of the insolvency, bankruptcy, reorganization or similar event of Buyer, Buyer Parent or any other Person.

Buyer Parent Guaranty. (a) Buyer Parent hereby, unconditionally and irrevocably irrevocably, guarantees to Seller and its successors and assigns the full and timely performance (this “Buyer Parent Guaranty”), by way of Buyer’s obligations required to be performed at or prior to the Closing, including the an independent obligation to pay Sellers (i) the Initial Purchase Price at Closing pursuant due, prompt and faithful performance by Buyers of all undertakings, obligations, required acts and performances of Buyers to Sellers under or arising out of this Agreement and the other Transaction Documents; and (ii) the due and punctual payment of all amounts due and payable by Buyers to Sellers under or arising out of this Agreement and the other Transaction Documents after the date hereof, when and as the same is now or may hereafter be shall arise and become due and payable in effect accordance with the terms of and subject to the conditions contained in this Agreement and the other Transaction Documents (collectively, the “Guaranteed Obligations”). Buyer Parent acknowledges guarantees as principal obligor and agrees that its guaranty is full, absolute and unconditional, is a guaranty of not as surety the prompt performance and not merely of collection and is in no way conditioned or contingent upon any attempt to collect from Buyer, and no extension, increase, modification, amendment, waiver, consent, release or extinguishment of any Guaranteed Obligation, or other change in any Guaranteed Obligation, whether by agreement of Buyer and Seller, decree in any bankruptcy proceeding or otherwise, will affect the continuing validity and enforceability of its guaranty, nor will such validity and enforceability be affected by any lack of validity or enforceability of any obligation of Buyer as a result of the application of any bankruptcy, insolvency, moratorium or other similar Law relating to creditors’ rights and general principles of equity to Buyer. Buyer Parent hereby waives, for the benefit of Seller, to the fullest extent permitted by applicable Law, any defenses or benefits that may be derived from or afforded by Law that limit the liability of or exonerate guarantors or sureties, including those which would otherwise require any election of remedies by Seller (other than payment of the applicable Guaranteed Obligations), and further waives any notice (including notice of acceptance or nonpayment), presentment, demand, performance, protest, suit or other action as the same pertains to Buyer or any of the applicable all Guaranteed Obligations, this being a guarantee of payment and not a guarantee of collection. This Buyer Parent Guaranty is not contingent upon the pursuit by Sellers of any rights or remedies against Buyers, such pursuit being hereby waived by Buyer Parent. The obligations, covenants, agreements and duties of Buyer Parent hereunder shall not be released, affected or impaired in any right to require Seller to proceed against Buyer way by the voluntary or to exhaust involuntary liquidation, sale or disposition of any security held by Sellerassets of Buyers, or to pursue the merger or consolidation of Buyers with any other remedy Person. This Buyer Parent Guaranty shall be binding upon all successors and assigns of Buyer Parent. Notwithstanding anything to the contrary in this Agreement, this Buyer Parent Guaranty shall automatically terminate, solely as to the Guaranteed Obligations arising under or relating to Section 1.3 with respect to the E-Set Earnout Payments and E-Set Business and operation thereof and/or Sales Earnout Payments and Dissolvable Plugs Business and operation thereof (as applicable), upon the consummation of any Change of Control Event or sale, transfer or other disposition of all or substantially all of the applicable Guaranteed Obligations. assets of the E-Set Business or the Dissolvable Plugs Business (bas applicable) to a third party who is not an Affiliate of a Buyer or Buyer Parent represents and warrants if such acquiring, continuing or surviving entity and, if applicable, the ultimate controlling operating company parent (which shall not need to Seller that (iinclude, for clarity, a private equity or other investment fund or sponsor) it is duly incorporated or organizedof such entity, validly existing and in good standing under the Laws of the state of its formation or incorporation, (ii) it has all requisite entity power and authority to (A) execute and deliver this Agreement, (B) perform its respective obligations hereunder and (C) consummate the transactions contemplated hereby, (iii) this Agreement has been duly executed and delivered by it and (iv) assuming the due authorization, execution and delivery by Seller, this Agreement constitutes the legal, valid and binding obligation of Buyer Parent, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity. (c) Seller and Buyer may at any time and from time to time without notice to or consent of Buyer Parent and without impairing or releasing affirmatively assumes the obligations of Buyer Parent Buyers under its guaranty, Section 1.3 with respect to any of the Guaranteed ObligationsE-Set Earnout Payments and E-Set Business and operation thereof and/or Sales Earnout Payments and Dissolvable Plugs Business and operation thereof (as applicable), (i) by written agreement make any change in the terms of the Guaranteed Obligations, (ii) take or fail a signed undertaking delivered to take any action of any kind in respect of any security for the Guaranteed Obligations, or (iii) exercise or refrain from exercising any rights against Buyer or others. Buyer Parent shall not institute, and shall cause its Affiliates not to institute, any Legal Proceedings asserting that this guaranty is illegal, invalid or unenforceable in accordance with its terms. This guaranty may not be revoked or terminated and will remain in full force and effect and will be binding on Buyer Parent, its successors and assigns until all of its respective Guaranteed Obligations have been paid and satisfied in full. This guaranty will continue to be effective or will be reinstated, as the case may be, if and to the extent that any payment of, or other transaction satisfying any Guaranteed Obligation, is rescinded or must otherwise be returned by the recipient thereof as a result of the insolvency, bankruptcy, reorganization or similar event of Buyer, Buyer Parent or any other PersonSeller Representative.

Buyer Parent Guaranty. (a) 11.16.1 To induce the Seller to enter into this Agreement, the Buyer Parent hereby absolutely, unconditionally and irrevocably guarantees to the Seller and its successors and assigns the full and timely performance punctual payment, performance, discharge and satisfaction of Buyer’s obligations required to be performed at or prior to each covenant, agreement, obligation and liability of the Closing, including the obligation to pay the Initial Purchase Price at Closing pursuant to Buyer arising under this Agreement as the same is now or may hereafter be in effect (collectively, the “Guaranteed Obligations”). Buyer Parent acknowledges and agrees that its guaranty is full, absolute and unconditional, is a guaranty of performance and not merely of collection and is in no way conditioned or contingent upon any attempt to collect from Buyer, and no extension, increase, modification, amendment, waiver, consent, release or extinguishment of any Guaranteed Obligation, or other change in any Guaranteed Obligation, whether by agreement of Buyer and Seller, decree in any bankruptcy proceeding or otherwise, will affect the continuing validity and enforceability of its guaranty, nor will such validity and enforceability be affected by any lack of validity or enforceability of any obligation of Buyer as a result of the application of any bankruptcy, insolvency, moratorium or other similar Law relating to creditors’ rights and general principles of equity to Buyer. Buyer Parent hereby waives, for the benefit of Seller, to To the fullest extent permitted by applicable LawLegal Requirements, the Buyer Parent hereby expressly waives any and all rights and defenses or benefits arising by reason of any Legal Requirement that may be derived from or afforded by Law that limit the liability of or exonerate guarantors or sureties, including those which would otherwise require any election of remedies by Seller (other than payment the Seller. Without limiting the generality of the applicable Guaranteed Obligations)foregoing, and further waives any notice the Buyer Parent expressly waives: (including a) notice of the acceptance or nonpayment), presentment, demand, performance, protest, suit or other action as by the same pertains to Buyer or any Seller of the applicable Guaranteed Obligations, or any right to require Seller to proceed against Buyer or to exhaust any security held by Seller, or to pursue any other remedy with respect to any of the applicable Guaranteed Obligations. this guaranty; (b) Buyer Parent represents and warrants to Seller that (i) it is duly incorporated or organized, validly existing and in good standing under the Laws notice of the state non-performance of its formation all or incorporation, (ii) it has all requisite entity power and authority to (A) execute and deliver this Agreement, (B) perform its respective obligations hereunder and (C) consummate the transactions contemplated hereby, (iii) this Agreement has been duly executed and delivered by it and (iv) assuming the due authorization, execution and delivery by Seller, this Agreement constitutes the legal, valid and binding obligation of Buyer Parent, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity. (c) Seller and Buyer may at any time and from time to time without notice to or consent of Buyer Parent and without impairing or releasing the obligations of Buyer Parent under its guaranty, with respect to any of the Guaranteed Obligations; (c) presentment, (i) by written agreement make demand, notice of dishonor, protest, notice of protest and all other notices whatsoever, in respect of any change in the terms or all of the Guaranteed Obligations, ; (iid) take or fail to take any action defense arising by reason of any kind claim or defense based upon an election of remedies, including the failure or delay in exercising remedies against the Buyer, by the Seller which in any manner affects any of its rights to proceed against the Buyer Parent; (e) any defense arising by reason of any modification, termination or release of any of the Guaranteed Obligations pursuant to applicable Legal Requirements; and (f) any defense arising from the bankruptcy or insolvency of the Buyer. The Buyer Parent agrees that its Liability hereunder shall be primary and direct, not merely of collection and not merely that of a surety, and that the Seller shall not be required to pursue any right or remedy it may have against the Buyer under this Agreement or otherwise or to first commence any proceeding or obtain any judgment against the Buyer in order to enforce this Section 11.16. 1. In the event that any payment to the Seller in respect of any security for the Guaranteed Obligations, or (iii) exercise or refrain from exercising any rights against Buyer or others. Buyer Parent shall not institute, and shall cause its Affiliates not to institute, any Legal Proceedings asserting that this guaranty is illegal, invalid or unenforceable in accordance with its terms. This guaranty may not be revoked or terminated and will remain in full force and effect and will be binding on Buyer Parent, its successors and assigns until all of its respective Guaranteed Obligations have been paid and satisfied in full. This guaranty will continue to be effective or will be reinstated, as the case may be, if and to the extent that any payment of, or other transaction satisfying any Guaranteed Obligation, is rescinded or must otherwise be returned by for any reason whatsoever, the recipient thereof as a result of the insolvency, bankruptcy, reorganization or similar event of Buyer, Buyer Parent shall remain liable hereunder with respect to the Guaranteed Obligations as if such payment had not been made. This Section 11.16.1 represents a continuing guaranty and shall be binding upon the Buyer Parent until the Guaranteed Obligations have been satisfied or any other Personpaid in full. 11.16.2 The Buyer Parent hereby represents and warrants to the Seller as follows:

Buyer Parent Guaranty. (a) To induce Sellers to enter into this Agreement, Buyer Parent unconditionally Guarantor hereby unconditionally, absolutely and irrevocably guarantees guarantees, undertakes and promises, as a primary obligor and not merely as a surety, the due and punctual performance by Buyer of all covenants, agreements, obligations, liabilities and amounts to Seller and its successors and assigns the full and timely performance of be paid contained in this Agreement, including all monetary obligations, including Buyer’s obligations required to be performed at or prior to the Closing, including the obligation to pay the Initial Purchase Price at Closing pursuant Price, Buyer’s obligation to pay the Reverse Break-Up Fee, Buyer’s obligation to indemnify Sellers or any of their Affiliates and other fees, costs and expenses, whether primary, secondary, direct, indirect, contingent, fixed or otherwise, but in all events subject to the limitations set forth in this Agreement (all such obligations as the same is now or may hereafter be in effect (existence being collectively, the “Guaranteed Obligations”). Buyer Parent acknowledges and Guarantor further agrees that its guaranty is fullthe Obligations of Buyer may be amended, absolute and unconditionalextended or renewed, is a guaranty of performance and not merely of collection and is in no way conditioned whole or contingent upon any attempt in part, without notice to collect or further consent or assent from Buyerit, and no extension, increase, modification, such amendment, waiver, consent, release extension or extinguishment of renewal will discharge or otherwise affect any Guaranteed Obligation, or other change in any Guaranteed Obligation, whether by agreement Obligation of Buyer and Seller, decree in any bankruptcy proceeding or otherwise, will affect the continuing validity and enforceability of its guaranty, nor will such validity and enforceability be affected by any lack of validity or enforceability of any obligation of Buyer as a result of the application of any bankruptcy, insolvency, moratorium or other similar Law relating to creditors’ rights and general principles of equity to Buyer. Buyer Parent hereby waives, for the benefit of Seller, to the fullest extent permitted by applicable Law, any defenses or benefits that may be derived from or afforded by Law that limit the liability of or exonerate guarantors or sureties, including those which would otherwise require any election of remedies by Seller (other than payment of the applicable Guaranteed Obligations), and further waives any notice (including notice of acceptance or nonpayment), presentment, demand, performance, protest, suit or other action as the same pertains to Buyer or any of the applicable Guaranteed Obligations, or any right to require Seller to proceed against Buyer or to exhaust any security held by Seller, or to pursue any other remedy with respect to any of the applicable Guaranteed ObligationsGuarantor under this Agreement. (b) If Buyer Parent fails to meet the Obligations when due under this Agreement, then Sellers or their Affiliates may, at their option and subject to the limitations set forth in this Agreement, take any and all actions available hereunder or under applicable law to collect the Obligations from the Buyer Guarantor. In furtherance of the foregoing, the Buyer Guarantor acknowledges that Sellers or their Affiliates may, in their sole discretion, bring and prosecute a separate action or actions against the Buyer Guarantor for the full amount of the Obligations, regardless of whether any action is brought against Buyer. (c) The guaranty pursuant to this Section 13.13 (i) is a guaranty of payment, and not of collection, (ii) is absolute and unconditional and shall not be impaired, discharged or terminated by any act or omission by Buyer that may affect the enforceability of a guaranty, (iii) shall not be affected by (1) the bankruptcy, insolvency, reorganization or similar proceeding or inability to pay of Buyer or of any other party, (2) the failure of Sellers to assert any claim or demand or to enforce any right or remedy against Buyer or any other Person interested in the transactions contemplated by this Agreement; (3) any change in the time, place or manner of payment of any of the Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of this Agreement, any of the Ancillary Agreements, the Equity Funding Letters, the Debt Commitment Letter, the Credit Facility or any other agreement evidencing, securing or otherwise executed in connection with any of the Obligations; (4) the addition, substitution or release of any other Person interested in the transactions contemplated by this Agreement; (5) any change in the corporate existence, structure or ownership of Buyer or any other Person interested in the transactions contemplated by this Agreement (provided that any such change, rescission, waiver, compromise, consolidation or other amendment or modification shall be subject to the prior written consent of Buyer to the extent expressly required by this Agreement); (6) the adequacy of any other means Sellers or their Affiliates may have of obtaining payment of the Obligations; or (7) any discharge of the Buyer Guarantor as a matter of Applicable Law (other than a discharge of the Buyer Guarantor as a result of payment of the Obligations in accordance with the terms of the Agreement or as a result of defenses to the payment of the Obligations that would be available to Buyer under the Agreement). (d) Buyer Guarantor in its capacity as a guarantor of the obligations of Buyer set forth in this Section 13.13, hereby expressly waives notice of acceptance, diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that Sellers exhaust any right, power or remedy or proceed against Buyer. (e) If Buyer Guarantor makes a payment or performs an action under the guarantee contained in this Section 13.13 in satisfaction of any Obligation of Buyer, such satisfaction shall be deemed to be a satisfaction of such Obligation by Buyer for purposes of this Agreement. In the event that any payment to Sellers or their Affiliates in respect of any Obligations is rescinded or is otherwise returned by Sellers to the payor thereof for any reason whatsoever, the Buyer Guarantor shall remain liable hereunder with respect to such Obligations as if such payment had not been made. (f) The Buyer Guarantor hereby represents and warrants to Seller that Sellers that: (i) it is duly incorporated or organized, validly existing and in good standing under the Laws laws of the state jurisdiction of its formation or incorporation, organization; (ii) it has all requisite entity necessary power and authority to (A) execute execute, deliver and deliver perform this Agreement; (iii) the execution, delivery and performance of this Agreement have been duly authorized by all necessary action and no other proceedings or actions on the part of the Buyer Guarantor are necessary therefor and that the execution, delivery and performance by the undersigned of this Agreement do not and will not (i) violate the organizational documents of the Buyer Guarantor, (Bii) perform its respective obligations hereunder and violate any applicable Law or judgment, order or decree of a Governmental Authority or (Ciii) consummate result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation or acceleration of any obligation, any contract to which the undersigned is a party, in any case, for which the violation, default or right would be reasonably likely to prevent or materially impede, interfere with, hinder or delay the consummation by the Buyer Guarantor of the transactions contemplated hereby, by this Agreement on a timely basis; (iiiiv) this Agreement has been duly executed and delivered by it and (iv) assuming the due authorization, execution and delivery by Seller, this Agreement constitutes the a legal, valid and binding obligation of the Buyer Parent, Guarantor enforceable against it the Buyer Guarantor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium the Equitable Exceptions; and (v) the Buyer Guarantor has the financial capacity to pay and similar Laws affecting creditors’ rights and remedies generallyperform its obligations under this Agreement, and subjectall funds necessary for the Buyer Guarantor to fulfill its Obligations under this Agreement until the earliest of (x) the Closing Date, as (y) valid termination of this Agreement or (c) payment to enforceability, to general principles the Buyer of equitythe full amount of the Obligations. (cg) Seller and Buyer may at any time and from time to time without notice to or consent of Buyer Parent and without impairing or releasing In the obligations of Buyer Parent under its guaranty, with respect to any of the Guaranteed Obligations, (i) by written agreement make any change in the terms of the Guaranteed Obligations, (ii) take or fail to take any action event of any kind in respect of any security legal proceedings for the Guaranteed Obligationsenforcement of this Section 13.13, or all reasonable and documented out-of-pocket expenses (iiiincluding reasonable fees and expenses of counsel) exercise or refrain from exercising any rights against Buyer or others. Buyer Parent incurred by the prevailing party pursuant to a final non-appealable judgment by a court of competent jurisdiction in connection with such legal proceedings shall not institute, and shall cause its Affiliates not to institute, any Legal Proceedings asserting that this guaranty is illegal, invalid or unenforceable in accordance with its terms. This guaranty may not be revoked or terminated and will remain in full force and effect and will be binding on Buyer Parent, its successors and assigns until all of its respective Guaranteed Obligations have been paid and satisfied in full. This guaranty will continue to be effective or will be reinstated, as the case may be, if and to the extent that any payment ofon demand, or other transaction satisfying any Guaranteed Obligation, is rescinded or must otherwise be returned promptly reimbursed by the recipient thereof as a result non-prevailing party. (h) Nothing in this Section 13.13 shall limit in any way the right of the insolvency, bankruptcy, reorganization Sellers to seek an injunction or similar event of Buyer, Buyer Parent injunctions or any other Personequitable relief in connection with breaches of this Section 13.13 or of the Agreement under Section 13.12, but subject to the limitations set forth therein.

Buyer Parent Guaranty. (a) As a material inducement to the willingness of Seller and the Company to enter into this Agreement, Buyer Parent unconditionally hereby unconditionally, absolutely and irrevocably guarantees (i) agrees to Seller and cause Buyer to perform all of its successors and assigns the full and timely performance of Buyer’s obligations hereunder that are required to be performed at or prior following the Closing and (ii) guarantees all of the obligations of Buyer that are required to be performed at or following the Closing, including the obligation to pay the Initial Purchase Price at Closing pursuant to this Agreement as the same is now or may hereafter be in effect (collectivelyincluding Section 1.5(e), the “Guaranteed Obligations”Section 6.5, Article IX and Section 11.3). Buyer Parent acknowledges This guarantee is an unconditional guarantee of payment and agrees that its guaranty is full, absolute and unconditional, is a guaranty of performance and not merely of collection and is in no way conditioned or contingent upon any attempt to collect from Buyer, and no extension, increase, modification, amendment, waiver, consent, release or extinguishment of any Guaranteed Obligation, or other change in any Guaranteed Obligation, whether by agreement of Buyer and Seller, decree in any bankruptcy proceeding or otherwise, will affect the continuing validity and enforceability of its guaranty, nor will such validity and enforceability be affected by any lack of validity or enforceability of any obligation of Buyer as a result of the application of any bankruptcy, insolvency, moratorium or other similar Law relating to creditors’ rights and general principles of equity to Buyer. Buyer Parent hereby waives, for the benefit of Seller, to the fullest extent permitted by applicable Law, any defenses or benefits that may be derived from or afforded by Law that limit the liability of or exonerate guarantors or sureties, including those which would otherwise require any election of remedies by Seller (other than payment of the applicable Guaranteed Obligations), and further waives any notice (including notice of acceptance or nonpayment), presentment, demand, performance, protest, suit or other action as the same pertains to Buyer or any of the applicable Guaranteed Obligations, or any right to require Seller to proceed against Buyer or to exhaust any security held by Seller, or to pursue any other remedy with respect to any of the applicable Guaranteed Obligationscollection. (b) Buyer Parent hereby represents and warrants to Seller that Buyer: (i) it Buyer Parent is duly incorporated or organized, validly existing a New Jersey corporation and is in good standing under the Laws laws of the state State of its formation or incorporation, (ii) it New Jersey. Buyer Parent has all requisite entity the full power and authority to (A) execute and deliver this Agreement, (B) and the other documents and instruments to be executed and delivered by Buyer Parent pursuant hereto, and perform its respective Buyer Parent’s obligations hereunder and (C) consummate thereunder, and no further proceedings on the transactions contemplated herebypart of Buyer Parent are necessary to approve and authorize the execution and delivery of this Agreement, (iii) or the other documents and instruments to be executed and delivered by Buyer Parent pursuant hereto, and the performance of Buyer Parent’s obligations hereunder. This Agreement has been duly executed and delivered by Buyer Parent and, assuming that this Agreement has been duly executed and delivered by it and (iv) assuming the due authorization, execution and delivery by Sellerparty seeking to enforce the Agreement, this Agreement constitutes the legal, valid and binding obligation of Buyer Parent, enforceable against it Buyer Parent in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws except as such enforcement may be limited by laws affecting the enforcement of creditors’ rights generally or by general equitable principles; (ii) the execution and remedies generallydelivery of this Agreement by Buyer Parent, and subjectthe other documents and instruments to be executed and delivered by Buyer Parent pursuant hereto, as and the performance of Buyer Parent’s obligations hereunder and thereunder will not result in (i) any breach or violation of or default under any law, statute, regulation, judgment, or other Governmental Authorization or any mortgage, lease, agreement, deed of trust, indenture or any other instrument to enforceabilitywhich Buyer Parent is a party or by which Buyer Parent or any of Buyer Parent’s properties or assets are bound, or (ii) the creation or imposition of any Liens on any of the Units, except in both cases for any breach, violation, default or Lien that would not reasonably be expected to general principles interfere in any material respect with the performance by Buyer Parent of equityBuyer Parent’s obligations hereunder or the consummation of the transactions contemplated by this Agreement. Buyer Parent understands and acknowledges that the Seller and the Company are entering into this Agreement in reliance upon Buyer Parent’s execution and delivery of this Agreement and the performance by Buyer Parent of its obligations under this Section 6.15. (c) Seller and Buyer may at any time and from time to time without notice to or consent of Buyer Parent and without impairing or releasing In the obligations of Buyer Parent under its guaranty, with respect to any of the Guaranteed Obligations, (i) by written agreement make any change in the terms of the Guaranteed Obligations, (ii) take or fail to take any action of any kind in respect of any security for the Guaranteed Obligations, or (iii) exercise or refrain from exercising any rights against Buyer or others. Buyer Parent shall not institute, and shall cause its Affiliates not to institute, any Legal Proceedings asserting that this guaranty is illegal, invalid or unenforceable in accordance with its terms. This guaranty may not be revoked or terminated and will remain in full force and effect and will be binding on Buyer Parent, its successors and assigns until all of its respective Guaranteed Obligations have been paid and satisfied in full. This guaranty will continue to be effective or will be reinstated, as the case may be, if and to the extent that any payment of, or other transaction satisfying any Guaranteed Obligation, is rescinded or must otherwise be returned by the recipient thereof as a result of the insolvency, bankruptcy, reorganization or similar event of Buyer, Buyer Parent or any of its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in either such case, proper provision shall be made so that the successors and assigns of Buyer Parent shall assume all of the obligations set forth in this Section 6.15.

Buyer Parent Guaranty. (a) Buyer Parent unconditionally and irrevocably guarantees As a material inducement to Seller and its successors and assigns the full and timely performance of Buyer’s obligations required Sellers’ willingness to be performed at or prior to the Closing, including the obligation to pay the Initial Purchase Price at Closing pursuant to enter into this Agreement as the same is now or may hereafter be in effect (collectively, the “Guaranteed Obligations”). Buyer Parent acknowledges and agrees that its guaranty is full, absolute and unconditional, is a guaranty of performance and not merely of collection and is in no way conditioned or contingent upon any attempt to collect from Buyer, and no extension, increase, modification, amendment, waiver, consent, release or extinguishment of any Guaranteed Obligation, or other change in any Guaranteed Obligation, whether by agreement of Buyer and Seller, decree in any bankruptcy proceeding or otherwise, will affect the continuing validity and enforceability of its guaranty, nor will such validity and enforceability be affected by any lack of validity or enforceability of any obligation of Buyer as a result of the application of any bankruptcy, insolvency, moratorium or other similar Law relating to creditors’ rights and general principles of equity to Buyer. Buyer Parent hereby waives, for the benefit of Seller, to the fullest extent permitted by applicable Law, any defenses or benefits that may be derived from or afforded by Law that limit the liability of or exonerate guarantors or sureties, including those which would otherwise require any election of remedies by Seller (other than payment of the applicable Guaranteed Obligations), and further waives any notice (including notice of acceptance or nonpayment), presentment, demand, performance, protest, suit or other action as the same pertains to Buyer or any of the applicable Guaranteed Obligations, or any right to require Seller to proceed against Buyer or to exhaust any security held by Seller, or to pursue any other remedy with respect to any of the applicable Guaranteed Obligations. (b) Buyer Parent represents and warrants to Seller that (i) it is duly incorporated or organized, validly existing and in good standing under the Laws of the state of its formation or incorporation, (ii) it has all requisite entity power and authority to (A) execute and deliver this Agreement, (B) perform its respective obligations hereunder and (C) consummate the transactions contemplated hereby, (iii) Buyer Parent hereby absolutely, unconditionally and irrevocably guaranties to Sellers as a primary obligation that Buyer shall fully, completely and timely pay, perform and discharge all of its obligations and Liabilities under this Agreement has been duly executed and any agreement or other instrument delivered by it Buyer pursuant to this Agreement (the “Obligations”). Upon default by Buyer of any of the Obligations, Sellers may proceed directly against Buyer Parent pursuant to the guaranty set forth in this Section 9.15 (the “Buyer Parent Guaranty”) without proceeding against Buyer or any other Person or pursuing any other remedy, and Buyer Parent shall, upon the written request of Seller Representative (iv) assuming “Performance Demand”), immediately pay, perform and discharge such Obligations. A single Performance Demand shall be effective as to any specific default during the due authorizationcontinuance of such default until Buyer or Buyer Parent shall have cured such default, execution and delivery by Selleradditional written demands concerning such default shall not be required until such default is cured. For the avoidance of doubt, this Agreement constitutes the legal, valid and binding Buyer Parent Guaranty is an unsecured obligation of Buyer Parent, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity. (c) Seller and Buyer may at any time and from time to time without notice to or consent of Buyer Parent and no security interest or lien is granted by Buyer Parent in any of its assets or property to secure this Buyer Parent Guaranty. (b) This Buyer Parent Guaranty is a guaranty of payment and performance and not of collection. There are no conditions precedent to the enforcement of this Buyer Parent Guaranty. The obligations of Buyer Parent hereunder shall be continuing, absolute, unconditional and irrevocable until the payment and performance in full of the Obligations and, without impairing limiting the generality of the foregoing, shall not be released, discharged, subject to any reduction, limitation, impairment or releasing termination for any reason, or otherwise affected by (i) any invalidity, illegality or unenforceability against Buyer of this Agreement or any other agreement or instrument delivered pursuant hereto; (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 other agreement or instrument delivered pursuant hereto; (iii) any exercise or non-exercise by Sellers of any right or privilege under this Agreement or any other agreement or instrument delivered pursuant hereto or any notice of such exercise or non-exercise; (iv) any extension, renewal, settlement, compromise, waiver or release in respect of any Obligation, by operation of law or otherwise, or any assignment of any Obligation by Sellers; (v) any change in the corporate existence structure or ownership of Buyer; (vi) any insolvency, bankruptcy, reorganization or other similar Proceeding affecting Buyer or Buyer’s assets or any resulting release or discharge of any Obligation; (vii) any requirement that Sellers exhaust any right or remedy or take any action against Buyer or any other Person before seeking to enforce the obligations of Buyer Parent under its guarantythis Buyer Parent Guaranty; (viii) the existence of any defense, with respect set-off, counterclaim, recoupment or termination whatsoever, or other rights (other than a defense of payment, performance or discharge) that Buyer Parent may have at any time against Buyer or any other Person, whether in connection herewith or any unrelated transactions; (ix) any other act or failure to any of the Guaranteed Obligations, (i) by written agreement make any change in the terms of the Guaranteed Obligations, (ii) take act or fail to take any action delay of any kind in respect of by Buyer or any security other Person; or (x) any other circumstance whatsoever that might, but for the Guaranteed Obligations, or (iii) exercise or refrain from exercising any rights against Buyer or others. provisions of this Buyer Parent Guaranty, constitute a legal or equitable discharge of the Obligations or the obligations of Buyer Parent hereunder, including all defenses of a surety. (c) This Buyer Parent Guaranty shall not institute, and shall cause its Affiliates not to institute, any Legal Proceedings asserting that this guaranty is illegal, invalid or unenforceable in accordance with its terms. This guaranty may not be revoked or terminated and will remain in full force and effect and will be binding on Buyer Parent, its successors and assigns until all of its respective Guaranteed Obligations have been paid and satisfied in full. This guaranty will continue to be effective effective, or will be automatically reinstated, as the case may be, if and to the extent that at any time payment ofor performance, or other transaction satisfying any Guaranteed Obligationpart thereof, of any of the Obligations is rescinded or must otherwise be restored, returned or rejected by Sellers for any reason, including upon the recipient thereof insolvency, bankruptcy, dissolution, liquidation or reorganization of Buyer, or upon or as a result of the insolvencyappointment of a receiver, bankruptcyintervenor or conservator of, reorganization or trustee or similar event officer for, Buyer or any substantial part of Buyer’s property, or otherwise, all as though such payments had not been made. Buyer Parent agrees that it will indemnify Sellers on demand for all costs and expenses (including reasonable attorneys’ fees and disbursements) incurred by Sellers in connection with such rescission or restoration, which amounts shall be in addition to all other obligations hereunder. If Sellers are required to refund part or all of any payment of Buyer with respect to any of the Obligations, such payment shall not constitute a release of Buyer Parent from any Liability hereunder, and Buyer Parent’s Liability hereunder shall be reinstated to the fullest extent allowed under applicable Law and shall not be construed to be diminished in any manner. (d) This Buyer Parent Guaranty and the Buyer Parent’s obligations hereunder shall terminate with respect to all Obligations upon the payment and performance in full of all Obligations. In connection with any such termination, the Sellers shall promptly execute and deliver to Buyer Parent, at the Buyer’s or Buyer Parent’s expense, all documents that Buyer Parent shall reasonably request to evidence such termination or release and shall perform such other Personactions as Buyer Parent shall reasonably request to effect such release. Any execution of such documents shall be without recourse to or warrant by the Sellers.

Buyer Parent Guaranty. (a) Buyer Parent unconditionally and irrevocably guarantees As a material inducement to Seller and its successors and assigns the full and timely performance of BuyerSeller’s obligations required willingness to be performed at or prior to the Closing, including the obligation to pay the Initial Purchase Price at Closing pursuant to enter into this Agreement as the same is now or may hereafter be in effect (collectively, the “Guaranteed Obligations”). Buyer Parent acknowledges and agrees that its guaranty is full, absolute and unconditional, is a guaranty of performance and not merely of collection and is in no way conditioned or contingent upon any attempt to collect from Buyer, and no extension, increase, modification, amendment, waiver, consent, release or extinguishment of any Guaranteed Obligation, or other change in any Guaranteed Obligation, whether by agreement of Buyer and Seller, decree in any bankruptcy proceeding or otherwise, will affect the continuing validity and enforceability of its guaranty, nor will such validity and enforceability be affected by any lack of validity or enforceability of any obligation of Buyer as a result of the application of any bankruptcy, insolvency, moratorium or other similar Law relating to creditors’ rights and general principles of equity to Buyer. Buyer Parent hereby waives, for the benefit of Seller, to the fullest extent permitted by applicable Law, any defenses or benefits that may be derived from or afforded by Law that limit the liability of or exonerate guarantors or sureties, including those which would otherwise require any election of remedies by Seller (other than payment of the applicable Guaranteed Obligations), and further waives any notice (including notice of acceptance or nonpayment), presentment, demand, performance, protest, suit or other action as the same pertains to Buyer or any of the applicable Guaranteed Obligations, or any right to require Seller to proceed against Buyer or to exhaust any security held by Seller, or to pursue any other remedy with respect to any of the applicable Guaranteed Obligations. (b) Buyer Parent represents and warrants to Seller that (i) it is duly incorporated or organized, validly existing and in good standing under the Laws of the state of its formation or incorporation, (ii) it has all requisite entity power and authority to (A) execute and deliver this Agreement, (B) perform its respective obligations hereunder and (C) consummate the transactions contemplated hereby, Buyer Parent hereby absolutely, unconditionally and irrevocably guaranties to Seller as a primary obligation that Buyer shall fully, completely and timely pay, perform and discharge all of its obligations and Liabilities under this Agreement (the “Obligations”). Upon default by Buyer of any of the Obligations, Seller may proceed directly against Buyer Parent pursuant to the guaranty set forth in this Section 10.16 (the “Buyer Parent Guaranty”) without proceeding against Buyer or any other Person or pursuing any other remedy, and Buyer Parent shall, upon the written request of Seller (“Performance Demand”), immediately pay, perform and discharge such Obligations. A single Performance Demand shall be effective as to any specific default during the continuance of such default until Buyer or Buyer Parent shall have cured such default, and additional written demands concerning such default shall not be required until such default is cured. (b) This Buyer Parent Guaranty is a guaranty of payment and performance and not of collection. There are no conditions precedent to the enforcement of this Buyer Parent Guaranty. The obligations of Buyer Parent hereunder shall be continuing, absolute, unconditional and irrevocable 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 other agreement or instrument delivered pursuant hereto; (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 other agreement or instrument delivered pursuant hereto; (iii) any exercise or non-exercise by Seller of any right or privilege under this Agreement has been duly executed and or any other agreement or instrument delivered by it and pursuant hereto or any notice of such exercise or non-exercise; (iv) assuming the due authorizationany extension, execution and delivery renewal, settlement, compromise, waiver or release in respect of any Obligation, by operation of law or otherwise, or any assignment of any Obligation by Seller; (v) any change in the corporate existence, this Agreement constitutes the legalstructure or ownership of Buyer; (vi) any insolvency, valid and binding obligation of Buyer Parent, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and reorganization or other similar Laws Proceeding affecting creditors’ rights and remedies generally, and subject, as Buyer or Buyer’s assets or any resulting release or discharge of any Obligation; (vii) any requirement that Seller exhaust any right or remedy or take any action against Buyer or any other Person before seeking to enforceability, to general principles of equity. (c) Seller and Buyer may at any time and from time to time without notice to or consent of Buyer Parent and without impairing or releasing enforce the obligations of Buyer Parent under its guaranty, with respect to any of this Buyer Parent Guaranty; (viii) the Guaranteed Obligations, (i) by written agreement make any change in the terms of the Guaranteed Obligations, (ii) take or fail to take any action existence of any kind in respect defense, set-off or other rights (other than a defense of any security for the Guaranteed Obligationspayment, performance or discharge) that Buyer (iiic) exercise or refrain from exercising any rights against Buyer or others. This Buyer Parent Guaranty shall not institute, and shall cause its Affiliates not to institute, any Legal Proceedings asserting that this guaranty is illegal, invalid or unenforceable in accordance with its terms. This guaranty may not be revoked or terminated and will remain in full force and effect and will be binding on Buyer Parent, its successors and assigns until all of its respective Guaranteed Obligations have been paid and satisfied in full. This guaranty will continue to be effective effective, or will be automatically reinstated, as the case may be, if and to the extent that at any time payment ofor performance, or other transaction satisfying any Guaranteed Obligationpart thereof, of any of the Obligations is rescinded or must otherwise be restored, returned or rejected by Seller for any reason, including upon the recipient thereof insolvency, bankruptcy, dissolution, liquidation or reorganization of Buyer, or upon or as a result of the insolvencyappointment of a receiver, bankruptcyintervenor or conservator of, reorganization or trustee or similar event officer for, Buyer or any substantial part of Buyer’s property, or otherwise, all as though such payments had not been made. Buyer Parent agrees that it will indemnify Seller on demand for all costs and expenses (including reasonable attorneys’ fees and disbursements) incurred by 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 Personpayment of Buyer with respect to any of the Obligations, such payment shall not constitute a release of Buyer Parent from any Liability hereunder, and Buyer Parent’s Liability hereunder shall be reinstated to the fullest extent allowed under applicable Law and shall not be construed to be diminished in any manner. (d) If this Agreement is terminated pursuant to and in accordance with Section 9.01, then there shall be no Liability on the part of Buyer Parent in respect of this Agreement; provided that (a) the provisions set forth in this Section 10.16 shall remain in full force and effect in accordance with their terms and (b) such termination shall not relieve Buyer Parent from any Liability for any breach of this Agreement prior to such termination.

Buyer Parent Guaranty. (a) Buyer Parent unconditionally and irrevocably guarantees to Seller and its successors and assigns the full and timely performance of Buyer’s obligations required to be performed at or prior to and after the Closing, including the obligation to pay the Initial Purchase Price at Closing Deferred Cash Consideration pursuant to this Agreement as the same is now or may hereafter be in effect (collectively, the “Guaranteed Buyer Obligations”). Buyer Parent acknowledges and agrees that its guaranty is full, absolute and unconditional, is a guaranty of performance and not merely of collection and is in no way conditioned or contingent upon any attempt to collect from Buyer, and no extension, increase, modification, amendment, waiver, consent, release or extinguishment of any Guaranteed Buyer Obligation, or other change in any Guaranteed Buyer Obligation, whether by agreement of Buyer and Seller, decree in any bankruptcy proceeding or otherwise, will affect the continuing validity and enforceability of its guaranty, nor will such validity and enforceability be affected by any lack of validity or enforceability of any obligation of Buyer as a result of the application of any bankruptcy, insolvency, moratorium or other similar Law relating to creditors’ rights and general principles of equity to Buyer. Buyer Parent hereby waives, for the benefit of Seller, to the fullest extent permitted by applicable Law, any defenses or benefits that may be derived from or afforded by Law that limit the liability of or exonerate guarantors or sureties, including those which would otherwise require any election of remedies by Seller (other than payment of the applicable Guaranteed Buyer Obligations), and further waives any notice (including notice of acceptance or nonpayment), presentment, demand, performance, protest, suit or other action as the same pertains to Buyer or any of the applicable Guaranteed Buyer Obligations, or any right to require Seller to proceed against Buyer or to exhaust any security held by Seller, or to pursue any other remedy with respect to any of the applicable Guaranteed Buyer Obligations. (b) Buyer Parent represents and warrants to Seller that (i) it is duly incorporated or organized, validly existing and in good standing under the Laws of the state of its formation or incorporation, (ii) it has all requisite entity power and authority to (A) execute and deliver this Agreement, (B) perform its respective obligations hereunder and (C) consummate the transactions contemplated hereby, (iii) this Agreement has been duly executed and delivered by it and (iv) assuming the due authorization, execution and delivery by Seller, this Agreement constitutes the legal, valid and binding obligation of Buyer Parent, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity. (c) Seller and Buyer may at any time and from time to time without notice to or consent of Buyer Parent and without impairing or releasing the obligations of Buyer Parent under its guaranty, with respect to any of the Guaranteed Obligations, (i) by written agreement make any change in the terms of the Guaranteed Obligations, (ii) take or fail to take any action of any kind in respect of any security for the Guaranteed Obligations, or (iii) exercise or refrain from exercising any rights against Buyer or others. Buyer Parent shall not institute, and shall cause its Affiliates not to institute, any Legal Proceedings asserting that this guaranty is illegal, invalid or unenforceable in accordance with its terms. This guaranty may not be revoked or terminated and will remain in full force and effect and will be binding on Buyer Parent, its successors and assigns until all of its respective Guaranteed Obligations have been paid and satisfied in full. This guaranty will continue to be effective or will be reinstated, as the case may be, if and to the extent that any payment of, or other transaction satisfying any Guaranteed Obligation, is rescinded or must otherwise be returned by the recipient thereof as a result of the insolvency, bankruptcy, reorganization or similar event of Buyer, Buyer Parent or any other Person.

Buyer Parent Guaranty. (a) Buyer Parent hereby, unconditionally and irrevocably irrevocably, guarantees (this “Buyer Parent Guaranty”), by way of an independent obligation to Seller (a) the due, prompt and its successors faithful performance by Buyer of all undertakings, obligations, required acts and assigns performances of the full Buyer to Seller under or arising out of this Agreement; and timely performance (b) the due and punctual payment of Buyer’s obligations required all amounts due and payable by Buyer to be performed at Seller under or prior to the Closing, including the obligation to pay the Initial Purchase Price at Closing pursuant to arising out of this Agreement after the date hereof, when and as the same is now or may hereafter be shall arise and become due and payable in effect accordance with the terms of and subject to the conditions contained in this Agreement (collectively, the “Guaranteed Obligations”). Buyer Parent acknowledges guarantees as principal obligor and agrees that its guaranty is full, absolute and unconditional, is a guaranty of not as surety the prompt performance and payment of all Guaranteed Obligations, this being a guarantee of payment and not merely a guarantee of collection and collection. This Buyer Parent Guaranty is in no way conditioned or not contingent upon the pursuit by Seller of any attempt to collect from rights or remedies against Buyer, such pursuit being hereby waived by Buyer Parent. The obligations, covenants, agreements and no extensionduties of Buyer Parent hereunder shall not be released, increaseaffected or impaired in any way by the voluntary or involuntary liquidation, modification, amendment, waiver, consent, release sale or extinguishment disposition of any Guaranteed Obligationassets of Buyer, or other change in any Guaranteed Obligation, whether by agreement the merger or consolidation of Buyer with any other Person. This Buyer Parent Guaranty shall be binding upon all successors and Seller, decree in any bankruptcy proceeding or otherwise, will affect the continuing validity and enforceability of its guaranty, nor will such validity and enforceability be affected by any lack of validity or enforceability of any obligation assigns of Buyer as a result of the application of any bankruptcy, insolvency, moratorium or other similar Law relating to creditors’ rights and general principles of equity to BuyerParent. Buyer Parent hereby waivesexpressly waives all (i) presentments, (ii) demands for the benefit payment or performance, (iii) diligence, (iv) demands of Sellerprotest, to the fullest extent permitted by applicable Lawdishonor, any defenses or benefits that may be derived from or afforded by Law that limit the liability of or exonerate guarantors or sureties, including those which would otherwise require any election of remedies by Seller (other than payment of the applicable Guaranteed Obligations)reliance hereon, and further waives any notice (including notice v) protests of acceptance or nonpayment), presentment, demand, performance, protest, suit or other action as the same pertains to Buyer or any of the applicable Guaranteed Obligations, or any right to require Seller to proceed against Buyer or to exhaust any security held by Seller, or to pursue any other remedy with respect to any of the applicable Guaranteed Obligations. (b) Buyer Parent represents and warrants to Seller that as follows: (i) it is a corporation duly incorporated or organizedincorporated, validly existing and in good standing under the Laws laws of the state State of its formation or incorporationDelaware, (ii) it has all the requisite entity corporate power and authority to (A) execute conduct its business as it is now being conducted and deliver this Agreementto own and use its properties and assets now owned, operated or leased by it, (Biii) it has the requisite corporate power and authority to enter into and perform its respective obligations hereunder this Agreement and (C) consummate to carry out the transactions contemplated hereby, (iiiiv) the execution, delivery and performance by Buyer Parent of this Agreement has been duly executed authorized, approved and delivered adopted by it, (v) this Agreement is binding upon it and (iv) assuming the due authorization, execution and delivery by Seller, this Agreement constitutes the legal, valid and binding obligation of Buyer Parent, is enforceable against it in accordance with its the terms, subject to except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws laws affecting creditors’ rights and remedies generally, and subject(vi) the execution, as to enforceability, to general principles delivery and performance by Buyer Parent of equity. this Agreement and the consummation by Buyer Parent of the transactions contemplated hereby will not (cA) Seller and Buyer may at contravene any time and from time to time without notice to or consent organizational documents of Buyer Parent and without impairing or releasing the obligations of Buyer Parent under its guaranty, with respect to any of the Guaranteed Obligations, (i) by written agreement make any change in the terms of the Guaranteed Obligations, (ii) take or fail to take any action of any kind in respect of any security for the Guaranteed Obligations, or (iiiB) exercise or refrain from exercising any rights against Buyer or others. Buyer Parent shall not institute, and shall cause its Affiliates not to institute, any Legal Proceedings asserting that this guaranty is illegal, invalid or unenforceable result in accordance with its terms. This guaranty may not be revoked or terminated and will remain in full force and effect and will be binding on Buyer Parent, its successors and assigns until all of its respective Guaranteed Obligations have been paid and satisfied in full. This guaranty will continue to be effective or will be reinstated, as the case may be, if and to the extent that any payment a material breach of, or other transaction satisfying constitute a material default under, any Guaranteed Obligation, is rescinded or must otherwise be returned by the recipient thereof as a result of the insolvency, bankruptcy, reorganization or similar event of Buyer, material contract to which Buyer Parent is a party or by which its assets are bound or affected or violate any other Personapplicable Law.

Buyer Parent Guaranty. (a) Buyer Parent unconditionally and irrevocably guarantees to each Seller Indemnified Party and its their respective successors and assigns the full and timely performance of the Buyer’s obligations required to be performed at prior to, at, or prior following the Closing pursuant to this Agreement and the ClosingAncillary Agreements, including without limitation the obligation to pay the Initial Closing Purchase Price, the Purchase Price at Closing pursuant to this Agreement as Adjustment (if owed by the same is now or may hereafter be in effect Buyer), the Regulatory Termination Amount (if owed by the Buyer) and any amount owed by the Buyer under Section 2.11(d), Section 4.7, Section 5.9(f), Section 6.1, Section 6.3 and Article VIII (collectively, the “Guaranteed Obligations”). Buyer Parent acknowledges and agrees that its guaranty is full, absolute and unconditional, is a guaranty of performance and not merely of collection and is in no way conditioned or contingent upon any attempt to collect from the Buyer, and no extension, increase, modification, amendment, waiver, consent, release or extinguishment of any Guaranteed Obligation, or other change in any Guaranteed Obligation, whether by agreement of the Buyer and the Seller, decree in any bankruptcy proceeding or otherwise, will affect the continuing validity and enforceability of its guaranty, nor will such validity and enforceability be affected by any lack of validity or enforceability of any obligation of Buyer as a result of the application of any bankruptcy, insolvency, reorganization, moratorium or other similar Law relating to laws affecting creditors’ rights generally and by general principles of equity to Buyer(regardless of whether considered in a proceeding in equity or at law). Buyer Parent hereby waives, for the benefit of the Seller, to the fullest extent permitted by applicable Law, any defenses or benefits that may be derived from or afforded by Law that limit the liability of or exonerate guarantors or sureties, including those which would otherwise require any election of remedies by the Seller (other than full performance and payment of the applicable Guaranteed Obligations), and further waives any notice (including notice of acceptance or nonpayment), presentment, demand, performance, protest, suit or other action as the same pertains to the Buyer or any of the applicable Guaranteed Obligations, or any right to require the Seller to proceed against the Buyer or to exhaust any security held by the Seller, or to pursue any other remedy with respect to any of the applicable Guaranteed Obligations. Buyer Parent may not exercise any rights of subrogation it may acquire due to its payment of an obligation of the Buyer unless and until the Seller has been paid in full under this Agreement. In the event that Buyer Parent receives any payment on account of such rights of subrogation while any portion of the obligations guaranteed hereby remains outstanding, Buyer Parent shall pay all such amounts so received to the Seller to be applied to the payment of the obligations payable hereunder. Buyer Parent agrees that it will indemnify the Seller and Seller Indemnified Parties for all reasonable costs and expenses (including legal fees) incurred by the Seller and Seller Indemnified Parties in connection with the enforcement of the Guaranteed Obligations. (b) Buyer Parent represents and warrants to the Seller that (i) it is duly incorporated or organized, validly existing and in good standing under the Laws of the state of its formation or incorporation, (ii) it has all requisite entity power and authority to (A) execute and deliver this Agreement, (B) perform its respective obligations hereunder and (C) consummate the transactions contemplated hereby, (iii) this Agreement has been duly executed and delivered by it and (iv) assuming the due authorization, execution and delivery by the Seller, this Agreement constitutes the legal, valid and binding obligation of Buyer Parent, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity. (c) The obligations of Buyer Parent under its guarantee, with respect to any of the Guaranteed Obligations, shall not be subject to any reduction, limitation, impairment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any Guaranteed Obligation. Without limiting the generality of the foregoing, the obligations of Buyer Parent under its guarantee, with respect to any of the Guaranteed Obligations, shall not be discharged or impaired or otherwise affected by, (i) the failure of the Seller to assert any claim or demand or to enforce any right or remedy under this Section 10.18 or any other agreement, (i) any default, failure or delay, willful or otherwise, in the performance of all or any part of any Guaranteed Obligation or (iii) any other act or omission or delay to do any other act which might in any manner or to any extent vary the risk of Buyer Parent or which would otherwise operate as a discharge or a guarantee as a matter of law, and Buyer Parent hereby waives (i) all presentments, demands for performance or performance of the Buyer, notices of protest for non-payment or non-performance, notices of default, any other notice, any proof of reliance by the Seller upon the guarantee contained in this Section 10.18 or acceptance of the guarantee contained herein and all other formalities, (ii) any rights to set-off recoupments, claims, counterclaims and (iii) any right to revoke or terminate this guarantee. (d) The Seller and the Buyer may at any time and from time to time without notice to or consent of Buyer Parent and without impairing or releasing the obligations of Buyer Parent under its guaranty, with respect to any of the Guaranteed Obligations, (i) by written agreement make any change in the terms of the Guaranteed Obligations, (ii) take or fail to take any action of any kind in respect of any security for the Guaranteed Obligations, or (iii) exercise or refrain from exercising any rights against the Buyer or others. Buyer Parent shall not institute, and shall cause its Affiliates not to institute, any Legal Proceedings Action asserting that this guaranty is illegal, invalid or unenforceable in accordance with its terms. This guaranty may not be revoked or terminated and will remain in full force and effect and will be binding on Buyer Parent, its successors and assigns until all of its respective Guaranteed Obligations have been paid and satisfied in full. This guaranty will continue to be effective or will be reinstated, as the case may be, if and to the extent that any payment of, or other transaction satisfying any Guaranteed Obligation, is rescinded or must otherwise be returned by the recipient thereof as a result of the insolvency, bankruptcy, reorganization or similar event of the Buyer, Buyer Parent or any other Person.

Buyer Parent Guaranty. (a) Buyer Parent hereby absolutely and unconditionally guarantees (except for any conditions contained in this Section 13.1) the payment and irrevocably guarantees to Seller performance when due of all obligations, liabilities and its indebtedness of any kind, nature and description of Buyer and Buyer’s successors and assigns the full and timely performance of Buyer’s obligations required to be performed at or prior to the Closing, including the obligation to pay the Initial Purchase Price at Closing pursuant to under this Agreement as the same is now or may hereafter be in effect (collectively, the “Guaranteed Obligations”)to Seller. Buyer Parent acknowledges hereby expressly waives any requirement that Seller exhaust any right or take any action against Buyer. In determining when payment, performance or discharge of obligation by Buyer Parent is due, and agrees that its guaranty is fullthe amount thereof, absolute there shall be taken into account any defenses or limitations to such payment, performance or discharge, and unconditionalany rights, remedies, counterclaims, reductions and set-offs Buyer Parent or Buyer may have under this Agreement. This is a guaranty of payment and performance and not merely of collection collection. Buyer Parent’s obligations under this Section 13.1 are irrevocable. Buyer Parent agrees that Seller may at any time and is in no way conditioned from time to time, without notice to or contingent upon further consent of Buyer Parent, extend the time of payment of any attempt to collect from Buyerof the obligations under this Section 13.1, and no may also enter into any agreement with Buyer Parent for the extension, increaserenewal, modificationpayment, amendmentcompromise, discharge or release thereof, in whole or in part, or for any modification of the terms of this Agreement or of any agreement between Seller and Buyer without in any way impairing or affecting Buyer Parent’s obligations under this Agreement. Buyer Parent agrees that the obligations of Buyer Parent under this Section 13.1 shall not be released or discharged, in whole or in part, or otherwise affected by (a) the failure of Seller to assert any claim or demand or to enforce any right or remedy against Buyer or any other Person interested in the transactions contemplated by this Agreement, (b) any change in the time, place or manner of payment of any of the obligations or any rescission, waiver, consentcompromise, release consolidation or extinguishment other amendment or modification of any Guaranteed Obligationof the terms or provisions of this Agreement made in accordance with the terms thereof or any other agreement evidencing, securing or otherwise executed in connection with any of the obligations under this Section 13.1, (c) the addition, substitution or release of any entity or other Person interested in the transactions contemplated by this Agreement, (d) any change in any Guaranteed Obligationthe corporate existence, whether by agreement structure or ownership of Buyer and SellerParent or any other Person interested in the transactions contemplated by this Agreement, decree in (e) any bankruptcy proceeding or otherwiseinsolvency, will affect the continuing validity and enforceability of its guaranty, nor will such validity and enforceability be affected by any lack of validity or enforceability of any obligation of Buyer as a result of the application of any bankruptcy, insolvency, moratorium reorganization or other similar Law relating to creditors’ rights and general principles proceeding affecting Buyer or any other Person interested in the transactions contemplated by this Agreement, (f) the existence of equity to Buyer. any claim, set-off or other right which Buyer Parent hereby waives, for may have at any time against the benefit of Company or Seller, to whether in connection with the obligations under this Section 13.1 or otherwise (other than as specifically set forth in this Section 13.1), or (g) the adequacy of any other means Seller may have of obtaining repayment of any of the obligations under this Section 13.1. To the fullest extent permitted by applicable Applicable Law, Buyer Parent hereby expressly waives any and all rights or defenses or benefits that may be derived from or afforded arising by reason of any Applicable Law that limit the liability of or exonerate guarantors or sureties, including those which would otherwise require any election of remedies by Seller (other than payment Seller. Buyer Parent waives promptness, diligence, notice of the applicable Guaranteed Obligations), acceptance of this Section 13.1 and further waives any notice (including notice of acceptance or nonpayment)the obligations under this Section 13.1, presentment, demanddemand for payment, notice of non-performance, default, dishonor and protest, suit notice of any obligations under this Section 13.1 incurred and all other notices of any kind (except for notices to be provided to Buyer, Buyer Parent and its counsel in accordance with this Agreement or Applicable Law), all defenses which may be available by virtue of any valuation, stay, moratorium law or other action as the same pertains to Buyer similar law now or any of the applicable Guaranteed Obligationshereafter in effect, or any right to require Seller to proceed against Buyer or to exhaust any security held by Seller, or to pursue any other remedy with respect to any the marshalling of the applicable Guaranteed Obligations. (b) Buyer Parent represents and warrants to Seller that (i) it is duly incorporated or organized, validly existing and in good standing under the Laws assets of the state of its formation or incorporation, (ii) it has all requisite entity power and authority to (A) execute and deliver this Agreement, (B) perform its respective obligations hereunder and (C) consummate the transactions contemplated hereby, (iii) this Agreement has been duly executed and delivered by it and (iv) assuming the due authorization, execution and delivery by Seller, this Agreement constitutes the legal, valid and binding obligation of Buyer Parent, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity. (c) Seller and Buyer may at any time and from time to time without notice to or consent of Buyer Parent and without impairing or releasing the obligations of Buyer Parent under its guaranty, with respect to any of the Guaranteed Obligations, (i) by written agreement make any change in the terms of the Guaranteed Obligations, (ii) take or fail to take any action of any kind in respect of any security for the Guaranteed Obligations, or (iii) exercise or refrain from exercising any rights against Buyer or others. Buyer Parent shall not institute, and shall cause its Affiliates not to institute, any Legal Proceedings asserting that this guaranty is illegal, invalid or unenforceable in accordance with its terms. This guaranty may not be revoked or terminated and will remain in full force and effect and will be binding on Buyer Parent, its successors and assigns until all of its respective Guaranteed Obligations have been paid and satisfied in full. This guaranty will continue to be effective or will be reinstated, as the case may be, if and to the extent that any payment of, or other transaction satisfying any Guaranteed Obligation, is rescinded or must otherwise be returned by the recipient thereof as a result of the insolvency, bankruptcy, reorganization or similar event of Buyer, Buyer Parent or any other PersonPerson interested in the transactions contemplated by this Agreement, and all suretyship defenses generally (other than defenses to the payment of the obligations that are available to Buyer Parent or Buyer under this Agreement). Buyer Parent acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by this Agreement and that the waivers set forth in this Section 13.1 are knowingly made in contemplation of such benefits. Buyer Parent acknowledges and agrees that the provisions of Articles I and XII shall apply for all purposes of interpreting and enforcing the provisions of this Article XIII.