Common use of Buyer's Parent Guaranty Clause in Contracts

Buyer's Parent Guaranty. (a) Buyer's Parent hereby irrevocably and unconditionally guarantees to PCC (the "Buyer's Parent Guaranty") the full and punctual performance and compliance by Buyer with each and every covenant, term and condition to be performed or complied with by Buyer under this Agreement and the Acquisition Agreement. Buyer's Parent Guaranty expressed in this Section 3.2 is an absolute, present, primary and continuing guaranty of performance and compliance and not of collectibility and is in no way conditioned or contingent upon any attempt to enforce such performance or compliance by Buyer or upon any other condition or contingency. (b) Buyer's Parent hereby expressly waives (i) notice of acceptance of Buyer's Parent Guaranty and (ii) any other notice given to Buyer in accordance with the provisions of the Agreement on any default under the Agreement or otherwise. Buyer's Parent hereby authorizes PCC to forbear with respect to, amend, modify, enlarge, extend, compromise and discharge any or all of the obligations of Buyer under the Agreement without notice to or consent by Buyer's Parent. Buyer's Parent acknowledges and agrees that its liability under Buyer's Parent Guaranty is joint and several with Buyer and, upon any default by Buyer, PCC shall not be obligated to first attempt enforcement against Buyer. Buyer's Parent hereby waives any and all defenses to enforcement of Buyer's Parent Guaranty, now existing or hereafter arising, which may be available to guarantors, sureties and other secondary parties at law or in equity. (c) Buyer's Parent represents and warrants to PCC that (i) Buyer's Parent is a limited liability company validly existing and in good standing under the laws of the State of Delaware; (ii) all necessary corporate action has been duly taken by it to authorize the execution, delivery and performance by it of Buyer's Parent Guaranty, (iii) Buyer's Parent Guaranty is being executed on Buyer's Parent's behalf by a duly authorized representative, (iv) Buyer's Parent Guaranty is the legally valid and binding obligation of Buyer's Parent enforceable in accordance with its terms, and (v) the execution and the delivery of Buyer's Parent Guaranty will not (A) conflict with, or result in a violation or breach of, or a default, right to accelerate, right to exercise any remedy or loss of rights under, or result in the creation of any Lien (other than Permitted Liens) under or pursuant to, any provision of Buyer's Parent's Certificate of Formation, Operating Agreement or other organizational documents or of any material franchise, mortgage, deed of trust, lease, license, instrument, agreement, consent, approval, waiver or understanding to which Buyer's Parent is a party or by which Buyer's Parent is bound, or any Law or any order, judgment, writ, injunction or decree to which Buyer's Parent is a party or by which Buyer's Parent may be bound or affected; (B) require the approval, consent or authorization of, prior notice to, or filing or registration with any Governmental Authority or contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Authority the right to revoke, withdraw, suspend, cancel or terminate any authorization or permit issued by a Governmental Authority that is held by Buyer's Parent or that otherwise relates to Buyer's Parent's business; or (C) give any Governmental Authority or other Person the right to challenge any of the transactions contemplated hereunder or exercise any remedy or obtain any relief under any Law to which Buyer's Parent is subject. (d) Buyer's Parent agrees to pay all reasonable costs and expenses, including reasonable attorney fees and related costs, incurred by the Pittston Indemnified Persons in enforcing Buyer's Parent's liability to the Pittston Indemnified Persons under Buyer's Parent Guaranty whether or not a civil action or similar proceeding (including claims and proceedings in and before the bankruptcy court or arbitrators) is filed, prosecuted or appealed. If an action or proceeding is filed, prosecuted or appealed, the reasonableness of such attorney fees shall be determined by the trial judge and if, appealed, by the appellate court. (e) Buyer's Parent Guaranty shall be binding upon Buyer's Parent and its successors and assigns, and shall inure to the benefit of and be enforceable by PCC and its successors and assigns. For purposes of Buyer's Parent Guaranty, Buyer's Parent shall be deemed to include the surviving entity in any merger or consolidation involving Buyer's Parent, each of whom shall be bound by the provisions of the Buyer's Parent Guaranty and this Agreement.

Buyer's Parent Guaranty. Ligand Pharmaceuticals Incorporated (a“Guarantor”) Buyer's Parent agrees with Seller as follows: a. The Guarantor hereby unconditionally and irrevocably and unconditionally guarantees to PCC (each Selling Stockholder the "Buyer's Parent Guaranty") the full payment and punctual performance when due of all covenants, obligations and compliance by liabilities of Buyer with each and every covenant, term and condition to be performed or complied with by Buyer arising under this Agreement at or after the Closing (collectively, the “Obligations”). Seller will have recourse against the Guarantor for payment of the Obligations at any time after the Obligations, or any part thereof, have not been paid in full when due or performed when required by this Agreement, as if the Obligations were directly those of the Guarantor. b. The Obligations shall survive any termination of this Agreement and cannot be transferred or assigned by the Guarantor. The Guarantor acknowledges and agrees that the Obligations are continuing, absolute and unconditional and, without limiting the generality of the foregoing, shall not be released, discharged, diminished, limited or otherwise affected by (and the Acquisition Agreement. Buyer's Parent Guaranty expressed Guarantor hereby consents to or waives, as applicable, to the fullest extent permitted by applicable Law): i. any change in this Section 3.2 is an absolutethe existence, presentstructure, primary and continuing guaranty constitution, name, objects, powers, organization, share capital, constituent documents, business, shareholders, directors or management of performance and compliance and not of collectibility and is in no way conditioned or contingent upon any attempt to enforce such performance or compliance by the Buyer or upon the Guarantor; ii. any amalgamation, merger or consolidation of either the Buyer or the Guarantor into or with any other condition Person, or contingency. (b) Buyer's Parent hereby expressly waives (i) notice any sale, lease or transfer of acceptance all or any of Buyer's Parent Guaranty and (ii) the assets of either the Buyer or the Guarantor to any other notice given to Person; iii. any lack or limitation of power, incapacity or disability on the part of either Buyer in accordance with or Guarantor or any of their respective directors, officers, shareholders, employees or agents, or any other irregularity, defect or informality, or any fraud, on the provisions part of the Agreement on any default under the Agreement of either Buyer or otherwise. Buyer's Parent hereby authorizes PCC to forbear Guarantor 4826-7940-7793v12/101501-0066 or any of their respective directors, officers, shareholders, employees or agents with respect to, amend, modify, enlarge, extend, compromise and discharge to any or all of the obligations Obligations; iv. the insolvency, bankruptcy, reorganization, winding-up or financial condition of either Buyer under or Guarantor at any time; v. any defense based upon or arising out of any bankruptcy, insolvency, reorganization, moratorium, arrangement, liquidation, dissolution or other proceeding commenced by either Buyer or Guarantor or any other Person; vi. any loss or impairment of any right of either Buyer or Guarantor to subrogation, reimbursement or contribution; or vii. any other act or omission of any kind by either Buyer or Guarantor, whether similar or dissimilar to the Agreement without notice to or consent by Buyer's Parent. Buyer's Parent acknowledges and agrees that its liability under Buyer's Parent Guaranty is joint and several with Buyer and, upon any default by Buyer, PCC shall not be obligated to first attempt enforcement against Buyer. Buyer's Parent hereby waives any and all defenses to enforcement of Buyer's Parent Guaranty, now existing or hereafter arisingforegoing, which may be available to guarantorswould, sureties and other secondary parties at law but for the provisions of this Section 11.15 constitute a legal or in equity. (c) Buyer's Parent represents and warrants to PCC that (i) Buyer's Parent is a limited liability company validly existing and in good standing under the laws equitable discharge, limitation or reduction of the State of Delaware; (ii) all necessary corporate action has been duly taken by it to authorize the execution, delivery and performance by it of Buyer's Parent Guaranty, (iii) Buyer's Parent Guaranty is being executed on Buyer's Parent's behalf by a duly authorized representative, (iv) Buyer's Parent Guaranty is the legally valid and binding obligation of Buyer's Parent enforceable in accordance with its terms, and (v) the execution and the delivery of Buyer's Parent Guaranty will not (A) conflict with, or result in a violation or breach of, or a default, right to accelerate, right to exercise any remedy or loss of rights under, or result in the creation of any Lien Guarantor’s obligations under this guarantee (other than Permitted Liens) under or pursuant to, any provision of Buyer's Parent's Certificate of Formation, Operating Agreement or other organizational documents or of any material franchise, mortgage, deed of trust, lease, license, instrument, agreement, consent, approval, waiver or understanding to which Buyer's Parent is a party or by which Buyer's Parent is bound, or any Law or any order, judgment, writ, injunction or decree to which Buyer's Parent is a party or by which Buyer's Parent may be bound or affected; (B) require the approval, consent or authorization of, prior notice to, or filing or registration with any Governmental Authority or contravene, conflict with or result performance in a violation of any full of the terms or requirements of, or give any Governmental Authority the right to revoke, withdraw, suspend, cancel or terminate any authorization or permit issued by a Governmental Authority that is held by Buyer's Parent or that otherwise relates to Buyer's Parent's business; or (C) give any Governmental Authority or other Person the right to challenge any of the transactions contemplated hereunder or exercise any remedy or obtain any relief under any Law to which Buyer's Parent is subject. (d) Buyer's Parent agrees to pay all reasonable costs and expenses, including reasonable attorney fees and related costs, incurred by the Pittston Indemnified Persons in enforcing Buyer's Parent's liability to the Pittston Indemnified Persons under Buyer's Parent Guaranty whether or not a civil action or similar proceeding (including claims and proceedings in and before the bankruptcy court or arbitrators) is filed, prosecuted or appealedObligations). If an action or proceeding is filed, prosecuted or appealed, the reasonableness of such attorney fees shall be determined by the trial judge and if, appealed, by the appellate court. (e) Buyer's Parent Guaranty shall be binding upon Buyer's Parent and its successors and assigns, and shall inure to the benefit of and be enforceable by PCC and its successors and assigns. For purposes of Buyer's Parent Guaranty, Buyer's Parent shall be deemed to include the surviving entity in any merger or consolidation involving Buyer's Parent, each of whom shall be bound by the provisions of the Buyer's Parent Guaranty and this Agreement.4826-7940-7793v12/101501-0066

Buyer's Parent Guaranty. Ligand Pharmaceuticals Incorporated (“Guarantor”) agrees with Seller as follows: (a) Buyer's Parent The Guarantor hereby unconditionally and irrevocably and unconditionally guarantees to PCC (each Selling Stockholder the "Buyer's Parent Guaranty") the full payment and punctual performance when due of all covenants, obligations and compliance by liabilities of Buyer with each and every covenant, term and condition to be performed or complied with by Buyer arising under this Agreement and at or after the Acquisition Closing (collectively, the “Obligations”). Seller will have recourse against the Guarantor for payment of the Obligations at any time after the Obligations, or any part thereof, have not been paid in full when due or performed when required by this Agreement. Buyer's Parent Guaranty expressed in this Section 3.2 is an absolute, present, primary and continuing guaranty as if the Obligations were directly those of performance and compliance and not of collectibility and is in no way conditioned or contingent upon any attempt to enforce such performance or compliance by Buyer or upon any other condition or contingencythe Guarantor. (b) Buyer's Parent The Obligations shall survive any termination of this Agreement and cannot be transferred or assigned by the Guarantor. The Guarantor acknowledges and agrees that the Obligations are continuing, absolute and unconditional and, without limiting the generality of the foregoing, shall not be released, discharged, diminished, limited or otherwise affected by (and the Guarantor hereby expressly waives consents to or waives, as applicable, to the fullest extent permitted by applicable Law): (i) notice any change in the existence, structure, constitution, name, objects, powers, organization, share capital, constituent documents, business, shareholders, directors or management of acceptance of Buyer's Parent Guaranty and the Buyer or the Guarantor; (ii) any amalgamation, merger or consolidation of either the Buyer or the Guarantor into or with any other notice given to Buyer in accordance with the provisions Person, or any sale, lease or transfer of all or any of the Agreement assets of either the Buyer or the Guarantor to any other Person; (iii) any lack or limitation of power, incapacity or disability on the part of either Buyer or Guarantor or any default under of their respective directors, officers, shareholders, employees or agents, or any other irregularity, defect or informality, or any fraud, on the Agreement part of any of either Buyer or otherwise. Buyer's Parent hereby authorizes PCC to forbear Guarantor or any of their respective directors, officers, shareholders, employees or agents with respect to, amend, modify, enlarge, extend, compromise and discharge to any or all of the obligations of Buyer under the Agreement without notice to or consent by Buyer's Parent. Buyer's Parent acknowledges and agrees that its liability under Buyer's Parent Guaranty is joint and several with Buyer and, upon any default by Buyer, PCC shall not be obligated to first attempt enforcement against Buyer. Buyer's Parent hereby waives any and all defenses to enforcement of Buyer's Parent Guaranty, now existing or hereafter arising, which may be available to guarantors, sureties and other secondary parties at law or in equity.Obligations; (c) Buyer's Parent represents and warrants to PCC that (i) Buyer's Parent is a limited liability company validly existing and in good standing under the laws of the State of Delaware; (ii) all necessary corporate action has been duly taken by it to authorize the execution, delivery and performance by it of Buyer's Parent Guaranty, (iii) Buyer's Parent Guaranty is being executed on Buyer's Parent's behalf by a duly authorized representative, (iv) Buyer's Parent Guaranty is the legally valid and binding obligation insolvency, bankruptcy, reorganization, winding-up or financial condition of Buyer's Parent enforceable in accordance with its terms, and either Buyer or Guarantor at any time; (v) the execution and the delivery of Buyer's Parent Guaranty will not (A) conflict with, any defense based upon or result in a violation or breach of, or a default, right to accelerate, right to exercise any remedy or loss of rights under, or result in the creation arising out of any Lien bankruptcy, insolvency, reorganization, moratorium, arrangement, liquidation, dissolution or other proceeding commenced by either Buyer or Guarantor or any other Person; (vi) any loss or impairment of any right of either Buyer or Guarantor to subrogation, reimbursement or contribution; or (vii) any other act or omission of any kind by either Buyer or Guarantor, whether similar or dissimilar to the foregoing, which would, but for the provisions of this Section 11.15 constitute a legal or equitable discharge, limitation or reduction of the Guarantor’s obligations under this guarantee (other than Permitted Liens) under or pursuant to, any provision of Buyer's Parent's Certificate of Formation, Operating Agreement or other organizational documents or of any material franchise, mortgage, deed of trust, lease, license, instrument, agreement, consent, approval, waiver or understanding to which Buyer's Parent is a party or by which Buyer's Parent is bound, or any Law or any order, judgment, writ, injunction or decree to which Buyer's Parent is a party or by which Buyer's Parent may be bound or affected; (B) require the approval, consent or authorization of, prior notice to, or filing or registration with any Governmental Authority or contravene, conflict with or result performance in a violation of any full of the terms or requirements of, or give any Governmental Authority the right to revoke, withdraw, suspend, cancel or terminate any authorization or permit issued by a Governmental Authority that is held by Buyer's Parent or that otherwise relates to Buyer's Parent's business; or (C) give any Governmental Authority or other Person the right to challenge any of the transactions contemplated hereunder or exercise any remedy or obtain any relief under any Law to which Buyer's Parent is subjectObligations). (d) Buyer's Parent agrees to pay all reasonable costs and expenses, including reasonable attorney fees and related costs, incurred by the Pittston Indemnified Persons in enforcing Buyer's Parent's liability to the Pittston Indemnified Persons under Buyer's Parent Guaranty whether or not a civil action or similar proceeding (including claims and proceedings in and before the bankruptcy court or arbitrators) is filed, prosecuted or appealed. If an action or proceeding is filed, prosecuted or appealed, the reasonableness of such attorney fees shall be determined by the trial judge and if, appealed, by the appellate court. (e) Buyer's Parent Guaranty shall be binding upon Buyer's Parent and its successors and assigns, and shall inure to the benefit of and be enforceable by PCC and its successors and assigns. For purposes of Buyer's Parent Guaranty, Buyer's Parent shall be deemed to include the surviving entity in any merger or consolidation involving Buyer's Parent, each of whom shall be bound by the provisions of the Buyer's Parent Guaranty and this Agreement.