Common use of Continued Guarantee Clause in Contracts

Continued Guarantee. (a) This Limited Guaranty may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, his successors and assigns until the earliest to occur of (i) all of the Obligations payable under the Limited Guaranty having been paid in full, (ii) the Effective Time, (iii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee or any portion thereof, and (iv) 90 days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to make payments under Section 8.06 of the Merger Agreement if the Guaranteed Party has not presented a claim for payment of any Obligation to the Guarantor by such 90th day; provided, that such claim shall set forth in reasonable detail the basis for such claim. The Guarantor shall have no further obligations under this Limited Guaranty following termination in accordance with this Section 8. (b) Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its Affiliates asserts in any litigation or other proceeding relating to this Limited Guaranty (i) that the provisions of Section 1 hereof with respect to the Cap or that the provisions of Sections 8 or 9 of this Limited Guaranty are illegal, invalid or unenforceable in whole or in part, (ii) that the Guarantor is liable in excess of or to a greater extent than the Guaranteed Percentage of any Obligation, or (iii) any theory of liability against the Guarantor or any Non-Recourse Parties (as defined below) with respect to the Merger Agreement, the Equity Commitment Letter, this Limited Guarantee, or the transactions contemplated by the Merger Agreement, other than as provided in Section 9 below, then (i) the obligations of the Guarantor under this Limited Guaranty shall terminate ab initio and shall thereupon be null and void, (ii) if the Guarantor has previously made any payments under this Limited Guaranty, he shall be entitled to recover such payments from the Guaranteed Party, and (iii) neither the Guarantor nor any Non-Recourse Parties (as defined below) shall have any liability to the Guaranteed Party or any of its Affiliates with respect to the Merger Agreement, the Equity Commitment Letter, the transactions contemplated by the Merger Agreement or under this Limited Guaranty.

Continued Guarantee. (a) This Limited Guaranty may not be revoked or terminated and shall remain in full force and effect and shall be binding on the GuarantorGuarantors, his their respective successors and assigns until the earliest to occur of (i) all of the Obligations payable under the Limited Guaranty having been paid in full, (ii) the Effective Time, (iii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee or any portion thereof, and (iv) 90 days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to make payments under Section 8.06 of the Merger Agreement if the Guaranteed Party has not presented a claim for payment of any Obligation to the Guarantor Guarantors by such 90th day; provided, that such claim shall set forth in reasonable detail the basis for such claimclaim and provided, further, that if the Guaranteed Party has presented such claim to the Guarantors by such date, this Limited Guaranty shall terminate upon the date such claim is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. The Guarantor Guarantors shall have no further obligations under this Limited Guaranty following termination in accordance with this Section 8. (b) Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its Affiliates asserts in any litigation or other proceeding relating to this Limited Guaranty (i) that the provisions of Section 1 hereof with respect to the Cap or that the provisions of Sections 8 8, 9, 10, 13 or 9 15 of this Limited Guaranty are illegal, invalid or unenforceable in whole or in part, (ii) that the Guarantor is Guarantors are liable in excess of or to a greater extent than the Guaranteed Percentage of any Obligation, or (iii) any theory of liability against the Guarantor Guarantors or any Non-Recourse Parties (as defined below) with respect to the Merger Agreement, the Equity Commitment Letter, this Limited Guarantee, or the transactions contemplated by the Merger Agreement, other than as provided in Section 9 below, then (i) the obligations of the Guarantor Guarantors under this Limited Guaranty shall terminate ab initio and shall thereupon be null and void, (ii) if the Guarantor has Guarantors have previously made any payments under this Limited Guaranty, he they shall be entitled to recover such payments from the Guaranteed Party, and (iii) neither the Guarantor Guarantors nor any Non-Recourse Parties (as defined below) shall have any liability to the Guaranteed Party or any of its Affiliates with respect to the Merger Agreement, the Equity Commitment Letter, the transactions contemplated by the Merger Agreement or under this Limited Guaranty.

Continued Guarantee. (a) This Limited Guaranty may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, his its successors and assigns until the earliest to occur of (i) all of the Obligations payable under the Limited Guaranty having been paid in full, (ii) the Effective Time, (iii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee or any portion thereof, and (iv) 90 days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to make payments under Section 8.06 of the Merger Agreement if the Guaranteed Party has not presented a claim for payment of any Obligation to the Guarantor by such 90th day; provided, that such claim shall set forth in reasonable detail the basis for such claim. The Guarantor shall have no further obligations under this Limited Guaranty following termination in accordance with this Section 8. (b) Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its Affiliates asserts in any litigation or other proceeding relating to this Limited Guaranty (i) that the provisions of Section 1 hereof with respect to the Cap or that the provisions of Sections 8 or 9 or9 of this Limited Guaranty are illegal, invalid or unenforceable in whole or in part, (ii) that the Guarantor is liable in excess of or to a greater extent than the Guaranteed Percentage of any Obligation, or (iii) any theory of liability against the Guarantor or any Non-Recourse Parties (as defined below) with respect to the Merger Agreement, the Equity Commitment Letter, this Limited Guarantee, or the transactions contemplated by the Merger Agreement, other than as provided in Section 9 below, then (i) the obligations of the Guarantor under this Limited Guaranty shall terminate ab initio and shall thereupon be null and void, (ii) if the Guarantor has previously made any payments under this Limited Guaranty, he it shall be entitled to recover such payments from the Guaranteed Party, and (iii) neither the Guarantor nor any Non-Recourse Parties (as defined below) shall have any liability to the Guaranteed Party or any of its Affiliates with respect to the Merger Agreement, the Equity Commitment Letter, the transactions contemplated by the Merger Agreement or under this Limited Guaranty.

Continued Guarantee. (a) This Limited Guaranty may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, his her successors and assigns until the earliest to occur of (i) all of the Obligations payable under the Limited Guaranty having been paid in full, (ii) the Effective Time, (iii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee or any portion thereof, and (iv) 90 days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to make payments under Section 8.06 of the Merger Agreement if the Guaranteed Party has not presented a claim for payment of any Obligation to the Guarantor by such 90th day; provided, that such claim shall set forth in reasonable detail the basis for such claim. The Guarantor shall have no further obligations under this Limited Guaranty following termination in accordance with this Section 8. (b) Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its Affiliates asserts in any litigation or other proceeding relating to this Limited Guaranty (i) that the provisions of Section 1 hereof with respect to the Cap or that the provisions of Sections 8 or 9 of this Limited Guaranty are illegal, invalid or unenforceable in whole or in part, (ii) that the Guarantor is liable in excess of or to a greater extent than the Guaranteed Percentage of any Obligation, or (iii) any theory of liability against the Guarantor or any Non-Recourse Parties (as defined below) with respect to the Merger Agreement, the Equity Commitment Letter, this Limited Guarantee, or the transactions contemplated by the Merger Agreement, other than as provided in Section 9 below, then (i) the obligations of the Guarantor under this Limited Guaranty shall terminate ab initio and shall thereupon be null and void, (ii) if the Guarantor has previously made any payments under this Limited Guaranty, he she shall be entitled to recover such payments from the Guaranteed Party, and (iii) neither the Guarantor nor any Non-Recourse Parties (as defined below) shall have any liability to the Guaranteed Party or any of its Affiliates with respect to the Merger Agreement, the Equity Commitment Letter, the transactions contemplated by the Merger Agreement or under this Limited Guaranty.