Buyer Parent Undertaking. Buyer Parent hereby fully, irrevocably and unconditionally guarantees the full, complete and timely performance of all agreements, covenants and obligations of Buyer under this Agreement, including all payment obligations of Buyer arising in connection with this Agreement, in each case, when and to the extent that any of the same shall become due and payable or performance of the same shall be required in accordance with the terms of this Agreement. Buyer Parent’s guaranty constitutes a guaranty of performance and payment when due and not of collection and is not conditional or contingent upon any attempt to obtain performance by or to collect from, or pursue or exhaust any rights or remedies against, Buyer or any other condition or contingency. Buyer Parent waives all defenses that would otherwise be available to a surety or guarantor. [Remainder of page intentionally left blank]
Buyer Parent Undertaking. The Buyer Parent Undertaking shall be in full force and effect, and shall not have been in any respect amended, modified, waived, terminated or otherwise withdrawn by Buyer Parent.
Buyer Parent Undertaking. A true and complete copy of the Buyer Parent Undertaking has been attached hereto in the form of Exhibit H. The execution and delivery of the Buyer Parent Undertaking by Buyer Parent has been duly authorized in accordance with the Governing Documents of Buyer Parent. No other corporate proceedings on the part of Buyer Parent are necessary to approve and authorize and the consummation of the transactions contemplated by the Buyer Parent Undertaking.
Buyer Parent Undertaking. Buyer Parent hereby undertakes and irrevocably guarantees the performance obligations of Buyer hereunder and shall cause Buyer to comply with its obligations under this Agreement. Buyer Parent hereby agrees to comply with the obligations of Section 6.03 as if it were Buyer thereunder (and any breach by Buyer Parent of this sentence will be deemed to be a breach by Buyer and Buyer Parent of Section 6.03 for all purposes under this Agreement). Buyer Parent hereby unconditionally and irrevocably guarantees to Seller the payment when due of all payment obligations of Buyer under this Agreement and the Transitional Services Agreement. Buyer Parent hereby makes the representations and warranties in Article 5 of this Agreement, mutatis mutandis, with respect to its obligations under this Section 12.14. [Signature page follows]
