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.

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.

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 foregoing, the Buyer Parent expressly waives: (a) notice of the acceptance by the Seller of this guaranty; (b) notice of the non-performance of all or any of the Guaranteed Obligations), and further waives any notice ; (including notice of acceptance or nonpayment), c) presentment, demand, performancenotice of dishonor, protest, suit notice of protest and all other notices whatsoever, in respect of any or other action as all of the same pertains Guaranteed Obligations; (d) any defense arising by reason of any 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 Guaranteed ObligationsLegal 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, or any right to require not merely of collection and not merely that of a surety, and that the Seller to proceed against Buyer or to exhaust any security held by Seller, or shall not be required to pursue any other 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 the Guaranteed Obligations is rescinded or must otherwise be returned for any reason whatsoever, the Buyer Parent shall remain liable hereunder with respect to any of the applicable Guaranteed ObligationsObligations 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 paid in full.

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.

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 the marshalling of assets of Buyer Parent or to exhaust any security held by Seller, or to pursue any other remedy with respect Person interested in the transactions contemplated by this Agreement, and all suretyship defenses generally (other than defenses to any the payment of the applicable Guaranteed Obligations.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. * * * * *

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.

Buyer Parent Guaranty. (a) As a material inducement to Seller’s willingness to enter into this Agreement and consummate the transactions contemplated hereby, Buyer Parent hereby absolutely, unconditionally and irrevocably guarantees guaranties to Seller and its successors and assigns the full as a primary obligation that Buyer shall fully, completely and timely performance pay, perform and discharge all of Buyer’s its obligations required to be performed at or prior to the Closing, including the obligation to pay the Initial Purchase Price at Closing pursuant to and Liabilities under this Agreement as the same is now or may hereafter be in effect (collectively, the “Guaranteed Obligations”). Upon default by Buyer of any of the Obligations, Seller may proceed directly against Buyer Parent acknowledges 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 agrees that its guaranty 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 full, absolute and unconditional, cured. (b) This Buyer Parent Guaranty is a guaranty of payment and performance and not merely of collection 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 is in no way conditioned irrevocable and, without limiting the generality of the foregoing, shall not be released, discharged or contingent upon otherwise affected by (i) any attempt to collect from Buyerinvalidity, and no extension, increase, illegality or unenforceability against Buyer of this Agreement or any other agreement or instrument delivered pursuant hereto; (ii) any modification, amendment, waiverrestatement, consentwaiver or rescission of, release or extinguishment 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 Guaranteed 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, or other change in any Guaranteed Obligation, whether by agreement operation of Buyer and Seller, decree in any bankruptcy proceeding law or otherwise, will affect the continuing validity and enforceability of its guaranty, nor will such validity and enforceability be affected by or any lack of validity or enforceability assignment of any obligation Obligation by Seller; (v) any change in the corporate existence, structure or ownership of Buyer as a result of the application of Buyer; (vi) any insolvency, bankruptcy, insolvency, moratorium reorganization or other similar Law relating Proceeding affecting 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 creditors’ rights and general principles enforce the obligations of equity to Buyer. Buyer Parent hereby waivesunder this Buyer Parent Guaranty; (viii) the existence of any defense, for the benefit of Seller, to the fullest extent permitted by applicable Law, any defenses set-off 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 rights (other than payment a defense of the applicable Guaranteed Obligations)payment, and further waives any notice (including notice of acceptance performance 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.discharge) that Buyer

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 Obligationsassets of the E-Set Business or the Dissolvable Plugs Business (as applicable) to a third party who is not an Affiliate of a Buyer or Buyer Parent if such acquiring, continuing or surviving entity and, if applicable, the ultimate controlling operating company parent (which shall not need to include, for clarity, a private equity or other investment fund or sponsor) of such entity, affirmatively assumes the obligations of Buyers under 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), in a signed undertaking delivered to Seller Representative.