Common use of Changes in Obligations Clause in Contracts

Changes in Obligations. (a) Subject to Section 8, Guarantor agrees that Guaranteed Party may, with Parent’s consent if such consent is required under the Merger Agreement, at any time and from time to time, without notice to or further consent of Guarantor, extend the time of payment of any Obligations, and may also make any agreement with Parent or Merger Sub for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between Guaranteed Party and Parent or Merger Sub without in any way impairing or affecting the Guarantor’s obligations under this Guarantee or affecting the validity or enforceability of this Guarantee. Guarantor agrees that the obligations of Guarantor under this Guarantee shall not be released or discharged, in whole or in part, or otherwise affected by (i) the failure or delay of Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Guarantor, Parent or Merger Sub (or any of their respective permitted assignees) or any other Person; (ii) any change in time, place or manner of payment of any Obligation or any rescission, waiver, compromise, consolidation or other amendment to or modification of any of the terms or provisions of the Merger Agreement made in accordance with the terms thereof or any other agreement evidencing, securing or otherwise executed in connection with any of the Obligations; (iii) the addition, substitution or release of either of Parent of Merger Sub or either of their permitted assignees or any other Person; (iv) any change in the corporate existence, structure or ownership of either of Parent or Merger Sub (or any of their permitted assignees) or any other Person; (v) any insolvency, bankruptcy, reorganization or other similar proceeding affecting either of Parent or Merger Sub (or any of their respective permitted assignees) or any other Person; (vi) the existence of any claim, set-off or other right which Guarantor may have at any time against either of Parent or Merger Sub or Guaranteed Party or any of their Affiliates, whether in connection with the Obligation or otherwise (other than those described in the last sentence of Section 2 above); (vii) the adequacy of any other means Guaranteed Party may have of obtaining payment of any Obligation other than from Parent or Merger Sub; (viii) the value, genuineness, validity, illegality or enforceability of the payment of the Merger Consideration or the amount that Merger Sub is obligated to pay in respect of the Shares and In-the-Money Warrants tendered pursuant to the Offer; or (ix) any discharge of Guarantor as a matter of applicable law (other than as a result of, and to the extent of, payment of the Obligations in accordance with their terms or otherwise pursuant to the terms of this Guarantee). Notwithstanding anything to the contrary contained in this Guarantee, Guaranteed Party hereby agrees that to the extent that either Parent or Merger Sub is relieved of its obligations and liabilities under the Merger Agreement (other than due to, in connection with, or as a result of, the insolvency or bankruptcy of either of Parent or Merger Sub (including, without limitation, the rejection of the Merger Agreement in an insolvency or bankruptcy of either of Parent or Merger Sub)), Guarantor shall be similarly relieved of any of the obligations under this Guarantee. Guaranteed Party agrees that any payment made by any of Parent or Merger Sub with respect to the Obligations in accordance with the Merger Agreement shall reduce Guarantor’s obligation under this Guarantee by the full amount of such payment.

Changes in Obligations. (a) Subject to Section 8, The Guarantor agrees that the Guaranteed Party may, with Parent’s consent if such consent is required under the Merger Agreement, may at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of payment of any the Guaranteed Obligations, and may also make any agreement with Parent Top Parent, Parent, BBX Intermediate or Merger Sub for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any amendment or modification of the terms thereof or of any agreement between the Guaranteed Party and Parent or Merger Sub BBX Intermediate without in any way impairing or affecting the Guarantor’s obligations under this Limited Guarantee; provided, that any such agreement(s) or modification(s) that reduces the Reverse Termination Fee with the prior written consent of the Guaranteed Party shall, without any further action of any party hereto, immediately and automatically be given effect under this Limited Guarantee or affecting and, to the validity or enforceability extent applicable, result in a reduction in the Cap for purposes of this Limited Guarantee in an amount equal to the amount of the reduction of the Secondary Reverse Termination Fee pursuant to such agreement or modification. Except as otherwise expressly provided in this Limited Guarantee. Guarantor agrees that , when pursuing its rights and remedies hereunder against the obligations Guarantor, the Guaranteed Party shall be under no obligation to pursue such rights and remedies it may have against Top Parent, Parent, BBX Intermediate Merger Sub or any other Person for the Guaranteed Obligations or any right of Guarantor under this Guarantee shall not be released or dischargedoffset with respect thereto, in whole or in part, or otherwise affected and any failure by (i) the failure or delay of Guaranteed Party to assert any claim pursue such other rights or demand remedies or to enforce collect any right or remedy against Guarantorpayments from Top Parent, Parent or Merger Sub (or any of their respective permitted assignees) or any other Person; (ii) any change in timeParent, place or manner of payment of any Obligation or any rescissionBBX Intermediate, waiver, compromise, consolidation or other amendment to or modification of any of the terms or provisions of the Merger Agreement made in accordance with the terms thereof or any other agreement evidencing, securing or otherwise executed in connection with any of the Obligations; (iii) the addition, substitution or release of either of Parent of Merger Sub or either any such other Person or to realize upon or to exercise any such right of their permitted assignees offset, and any release by the Guaranteed Party or any other Person; (iv) any change in the corporate existenceTop Parent, structure or ownership of either of Parent or Merger Sub (or any of their permitted assignees) or any other Person; (v) any insolvencyParent, bankruptcyBBX Intermediate, reorganization or other similar proceeding affecting either of Parent or Merger Sub (or any of their respective permitted assignees) or any other Person; (vi) the existence of any claim, set-off or other right which Guarantor may have at any time against either of Parent or Merger Sub or Guaranteed Party any such other Person or any right of their Affiliatesoffset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether in connection with the Obligation express, implied or otherwise (other than those described in the last sentence of Section 2 above); (vii) the adequacy of any other means Guaranteed Party may have of obtaining payment of any Obligation other than from Parent or Merger Sub; (viii) the value, genuineness, validity, illegality or enforceability of the payment of the Merger Consideration or the amount that Merger Sub is obligated to pay in respect of the Shares and In-the-Money Warrants tendered pursuant to the Offer; or (ix) any discharge of Guarantor available as a matter of applicable law (other than as a result oflaw, and to the extent of, payment of the Obligations in accordance with their terms or otherwise pursuant to the terms of this Guarantee). Notwithstanding anything to the contrary contained in this Guarantee, Guaranteed Party hereby agrees that to the extent that either Parent or Merger Sub is relieved of its obligations and liabilities under the Merger Agreement (other than due to, in connection with, or as a result of, the insolvency or bankruptcy of either of Parent or Merger Sub (including, without limitation, the rejection of the Merger Agreement in an insolvency or bankruptcy of either of Parent or Merger Sub)), Guarantor shall be similarly relieved of any of the obligations under this Guarantee. Guaranteed Party agrees that any payment made by any of Parent or Merger Sub with respect to the Obligations in accordance with the Merger Agreement shall reduce Guarantor’s obligation under this Guarantee by the full amount of such paymentParty.

Changes in Obligations. (a) Subject to Section 8, The Guarantor agrees that Guaranteed Party Buyer may, with Parent’s consent if such consent is required under the Merger Agreementin its sole discretion, at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of payment of any of the Obligations, and may also make any agreement with Parent or Merger Sub Seller for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between Guaranteed Party and Parent or Merger Sub without in any way impairing or affecting the Guarantor’s obligations under this Guarantee Article VII or affecting the validity or enforceability of this the Guarantee. The Guarantor agrees that the obligations of the Guarantor under this Guarantee hereunder shall not be released or discharged, in whole or in part, or otherwise affected by (ia) the any failure or delay on the part of Guaranteed Party to assert Buyer in asserting any claim or demand demand, or to enforce any right or remedy remedy, against Guarantor, Parent or Merger Sub (or any of their respective permitted assignees) or any other PersonSeller; (iib) any change in the time, place or manner of payment or performance of any Obligation of the Obligations, or any rescission, waiver, compromise, consolidation or other amendment to or modification of any of the terms or provisions of the Merger this Agreement made in accordance with (it being understood that any amendments or modifications to the terms thereof or any other agreement evidencing, securing or otherwise executed in connection of this Agreement with any of respect to the ObligationsObligations shall apply equally to the Guarantor’s obligation with respect thereto under the Guarantee); (iiic) the addition, substitution or release of either of Parent of Merger Sub any entity or either of their permitted assignees other Person now or any other Personhereafter liable with respect to the Obligations or otherwise interested in the transactions contemplated by this Agreement; (ivd) any change in the corporate legal existence, structure or ownership of either of Parent or Merger Sub (or any of their permitted assignees) Buyer or any other PersonPerson (including the Guarantor) now or hereafter liable with respect to the Obligations or otherwise interested in the transactions contemplated by this Agreement; (ve) any voluntary or involuntary liquidation, dissolution, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or other similar proceeding affecting either of Parent or Merger Sub (or any of their respective permitted assignees) Seller or any other PersonPerson (including the Guarantor) now or hereafter liable with respect to the Obligations or otherwise interested in the transactions contemplated by this Agreement; (vif) the existence of any claim, set-off or other right which the Guarantor may have at any time against either of Parent Buyer or Merger Sub or Guaranteed Party or any of their AffiliatesSeller, whether in connection with the Obligation Obligations or otherwise (other than those described in the last sentence of Section 2 above)otherwise; (viig) the adequacy of any other means Guaranteed Party Buyer may have of obtaining payment of any Obligation other than from Parent related to the Obligations; or Merger Sub; (viiih) the value, genuineness, validity, regularity, illegality or enforceability of the payment of the Merger Consideration or the amount that Merger Sub is obligated to pay this Agreement, in respect of the Shares and In-the-Money Warrants tendered pursuant to the Offer; or (ix) any discharge of Guarantor as a matter of applicable law (other than as a result ofeach case, and to the extent of, payment of the Obligations in accordance with their terms its terms. To the fullest extent permitted by Law, the Guarantor hereby expressly waives any and all rights or defenses arising by reason of any Law which would otherwise require any election of remedies by Buyer. The Guarantor waives promptness, diligence, notice of the acceptance of the Guarantee and of the Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any Obligations incurred and all other notices of any kind (in each case, other than notices required to be made to Seller pursuant to the terms of this Guarantee). Notwithstanding anything to the contrary contained in this Guarantee, Guaranteed Party hereby agrees that to the extent that either Parent or Merger Sub is relieved of its obligations and liabilities under the Merger Agreement (other than due to, in connection with, or as a result of, the insolvency or bankruptcy of either of Parent or Merger Sub (including, without limitation, the rejection of the Merger Agreement in an insolvency or bankruptcy of either of Parent or Merger Sub)Agreement), Guarantor shall all defenses which may be similarly relieved available by virtue of any valuation, stay, moratorium Law or other similar Law now or hereafter in effect or any right to require the marshaling of assets of an Seller or any other Person (including the obligations under this Guarantee. Guaranteed Party agrees that any payment made by any of Parent Guarantor) now or Merger Sub hereafter liable with respect to the Obligations or otherwise interested in the transactions contemplated by this Agreement. The Guarantor 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 7.3 are knowingly made in contemplation of such benefits. The Guarantor hereby covenants and agrees that it shall not assert as a defense in any proceeding to enforce the Guarantee that the Guarantee is illegal, invalid or unenforceable in accordance with the Merger Agreement shall reduce Guarantor’s obligation under this Guarantee by the full amount of such paymentits terms.

Changes in Obligations. (a) Subject to Section 8, Each Guarantor agrees that Guaranteed Party the Company may, with Parent’s consent if such consent is required under the Merger Agreementin its sole discretion, at any time and from time to time, without notice to or further consent of Guarantorthe Guarantors, extend the time of payment of any of the Guaranteed Obligations, and may also make any agreement with Parent or Merger Sub for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between Guaranteed Party and Parent or Merger Sub without in any way impairing or affecting the Guarantor’s Guarantors’ obligations under this Limited Guarantee or affecting the validity or enforceability of this Limited Guarantee. Except as otherwise provided herein and without amending or limiting the other provisions of this Limited Guarantee (including paragraph 7 and paragraph 10 hereof), each Guarantor agrees that the obligations of each Guarantor under this Guarantee hereunder shall not be released or discharged, in whole or in part, or otherwise affected by by: (ia) subject to the valid termination of this Limited Guarantee pursuant to paragraph 7 hereof, the failure or delay on the part of Guaranteed Party the Company to assert any claim or demand or to enforce any right or remedy against Parent, Purchaser or each Guarantor, Parent or Merger Sub (or any of their respective permitted assignees) or any other Person; (iib) any change in the time, place or manner of payment of any Obligation of the Guaranteed Obligations, or any rescission, waiver, compromise, consolidation or other amendment to or modification of any of the terms or provisions of this Limited Guarantee, the Merger Agreement or the Equity Commitment Letter, in each case, made in accordance with the terms thereof or any other agreement evidencing, securing or otherwise executed in connection with any of the Obligationssuch agreement; (iiic) the addition, substitution or release of either of Parent of any entity or other Person now or hereafter liable with respect to the Guaranteed Obligations or otherwise interested in the transactions contemplated by the Merger Sub or either of their permitted assignees or any other PersonAgreement (including the Equity Commitment Letter); (ivd) any change in the corporate legal existence, structure or ownership of either of Parent or Merger Sub (or any of their permitted assignees) or any other PersonPerson now or hereafter liable with respect to the Guaranteed Obligations or otherwise interested in the transactions contemplated by the Merger Agreement; (ve) any insolvency, bankruptcy, reorganization or other similar proceeding affecting either of Parent or Merger Sub (or any of their respective permitted assignees) Parent, Purchaser or any other PersonPerson now or hereafter liable with respect to the Guaranteed Obligations or otherwise interested in the transactions contemplated by the Purchase Agreement; (vif) the existence of any claim, set-off or other right which any Guarantor may have at any time against either of Parent Parent, Purchaser or Merger Sub or Guaranteed Party or any of their Affiliatesthe Company, whether in connection with the Obligation Guaranteed Obligations or otherwise otherwise; or (other than those described in the last sentence of Section 2 above); (viig) the adequacy of any other means Guaranteed Party the Company may have of obtaining payment of any Obligation other than from Parent or Merger Sub; (viii) the value, genuineness, validity, illegality or enforceability of the payment of the Merger Consideration or the amount that Merger Sub is obligated to pay in respect of the Shares and In-the-Money Warrants tendered pursuant related to the Offer; or (ix) any discharge of Guarantor as a matter of applicable law (other than as a result of, and to the extent of, payment of the Obligations in accordance with their terms or otherwise pursuant to the terms of this Guarantee). Notwithstanding anything to the contrary contained in this Guarantee, Guaranteed Party hereby agrees that to the extent that either Parent or Merger Sub is relieved of its obligations and liabilities under the Merger Agreement (other than due to, in connection with, or as a result of, the insolvency or bankruptcy of either of Parent or Merger Sub (including, without limitation, the rejection of the Merger Agreement in an insolvency or bankruptcy of either of Parent or Merger Sub)), Guarantor shall be similarly relieved of any of the obligations under this Guarantee. Guaranteed Party agrees that any payment made by any of Parent or Merger Sub with respect to the Obligations in accordance with the Merger Agreement shall reduce Guarantor’s obligation under this Guarantee by the full amount of such paymentObligations.