Common use of Guarantee by the Guarantor Clause in Contracts

Guarantee by the Guarantor. The Guarantor hereby guarantees the performance in full by Parent and Merger Sub of all of Parent’s and Merger Sub’s obligations, covenants, warranties and representations hereunder (subject to the terms, conditions and limitations set forth herein) as fully as if made by the Guarantor; and the Company or the Stockholder Representative may enforce the Guarantor’s obligations without first (A) suing Parent or Merger Sub, (B) joining Parent or Merger Sub in any suit against the Guarantor, (C) enforcing any rights and remedies against Parent or Merger Sub or (D) otherwise pursuing or asserting any claims or rights against Parent or Merger Sub or any of their respective property, in the event of a breach of Parent’s or Merger Sub’s obligations, covenants or warranties and representations. The Guarantor’s responsibility shall not be discharged, released, diminished, or impaired in whole or in part by (a) any setoff, counterclaim, defense, act or occurrence which the Guarantor may have against the Company or any of its Subsidiaries as a result or arising out of this or any other transaction, (b) the amendment, modification, waiver or alteration of this Agreement, with or without the knowledge or consent of the Guarantor, or (c) the inaccuracy of any of the representations and warranties of the Company and its Subsidiaries under the Agreement, other than in the case of fraud or intentional misrepresentation with intent to deceive. Each of the limitations, conditions and qualifications on and with respect to the obligations of the Parent and Merger Sub hereunder shall apply with equal force and effect to the obligations of the Guarantor in respect of this Guarantee. [Signature Page Follows]

Guarantee by the Guarantor. (a) The Guarantor hereby guarantees the performance in full by Parent and Merger Sub of all of Parent’s and Merger Sub’s obligations, covenants, warranties and representations hereunder (subject to the terms, conditions and limitations set forth herein) as fully as if made by the Guarantor; and the Company or the Stockholder Representative may enforce the Guarantor’s obligations without first (A) suing Parent or Merger Sub, (B) joining Parent or Merger Sub in any suit against the Guarantor, (C) enforcing any rights and remedies against Parent or Merger Sub or (D) otherwise pursuing or asserting any claims or rights against Parent or Merger Sub or any of their respective property, in the event of a breach of Parent’s or Merger Sub’s obligations, covenants or warranties and representations. The Guarantor’s responsibility shall not be discharged, released, diminished, or impaired in whole or in part by (a) any setoff, counterclaim, defense, act or occurrence which the Guarantor may have against the Company or any of its Subsidiaries as a result or arising out of this or any other transaction, or (b) the amendment, modification, waiver or alteration of this Agreement, with or without the knowledge or consent of the Guarantor, or (c) the inaccuracy of any of the representations and warranties of the Company and its Subsidiaries under the Agreement, other than in the case of fraud or intentional misrepresentation with intent to deceive. Each of the limitations, conditions and qualifications on and with respect to the obligations of the Parent and Merger Sub hereunder shall apply with equal force and effect to the obligations of the Guarantor in respect of this Guaranteeguarantee. (b) The Guarantor has all requisite power and authority to execute, deliver and perform its obligations hereunder, and the execution and delivery of this Agreement and the performance of its obligations hereunder has been duly and validly authorized by all requisite corporate action on the part of the Guarantor. [Signature Page Follows]This Agreement has been duly and validly executed by the Guarantor and constitutes the valid and binding obligation of Guarantor enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, moratorium and similar laws of general applicability relating to or affecting creditors rights, and general principles of equity. From the date hereof until the Effective Time, Guarantor shall not declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any contribution thereof) other than in connection with the transactions occurring substantially simultaneously with the Effective Time. The provisions of this Article IX shall apply to the Guarantor and the guarantee contained in this section 9.14; provided that any amendment of this section 9.14 may be effected only in a writing executed by Guarantor and the Company.

Guarantee by the Guarantor. The 14.1 In consideration of the entry by each Seller into this Agreement, the Guarantor hereby unconditionally and irrevocably: (a) guarantees to the performance in full by Parent and Merger Sub Sellers the payment when due of all amounts payable by the Purchaser under or pursuant to this Agreement; (b) undertakes to ensure that the Purchaser will perform when due all of Parent’s and Merger Sub’s its payment obligations, covenantsundertakings, warranties and representations hereunder indemnities under or pursuant to this Agreement and the other Transaction Documents; (c) agrees that if and each time that the Purchaser fails to make any payment when it is due under or pursuant to this Agreement or any other Transaction Document, the Guarantor shall forthwith upon demand (without requiring any Seller first to take steps against the Purchaser or any other person) pay that amount to the Sellers as if it were the principal obligor in respect of that amount (subject to all applicable defences of the termsPurchaser in connection therewith); and (d) agrees as principal debtor and primary obligor to indemnify each Seller against all Losses sustained by it flowing from any non-payment or other failure by the Purchaser to comply with its obligations under or pursuant to this Agreement or any other Transaction Document. 14.2 The Guarantor’s obligations under this Clause 14 shall not be affected, conditions and limitations set forth hereinimpaired, reduced or released by any matter or thing which but for this provision might operate to affect or prejudice those obligations, including: (a) as fully any time or indulgence granted to, or composition with, the Purchaser or any other person; (b) the taking, variation, renewal or release of, or neglect to perfect or enforce this Agreement, any other Transaction Document or any right, guarantee, remedy or security from or against, the Purchaser or any other person; (c) any variation or change to the terms of this Agreement or any other Transaction Document; (d) any insolvency or similar proceedings; or (e) any illegality, unenforceability or invalidity of any obligation of the Purchaser, so that this Agreement shall be construed as if made there were no such illegality, unenforceability or invalidity. 14.3 Subject to Clause 14.8, until all amounts which may be or become payable by the Guarantor; Purchaser under this Agreement and the Company other Transaction Documents have been irrevocably paid in full the Guarantor shall not as a result of this Agreement or any payment or performance under this Agreement be subrogated to any right or security of any Seller or claim or prove in competition with any Seller against the Stockholder Representative may enforce Purchaser or any other person or claim any right of contribution, set-off or indemnity. 14.4 The Guarantor will not take or hold any security from the Purchaser in respect of this Agreement and any such security which is held in breach of this provision will be held by the Guarantor in trust for the Sellers. 14.5 The Guarantor must reimburse the Sellers for all legal and other costs (including irrecoverable VAT) incurred by the Sellers in connection with the enforcement of the Guarantor’s obligations without first (A) suing Parent or Merger Subunder this Clause 14. 14.6 Subject to Clause 14.8, (B) joining Parent or Merger Sub in any suit against the Guarantor, (C) enforcing ’s guarantee is to be a continuing guarantee and accordingly is to remain in force until all the guaranteed obligations shall have been performed or satisfied. This guarantee is in addition to and without prejudice to and not in substitution for any rights or security which the Seller may now or hereafter have or hold for the performance and remedies against Parent or Merger Sub or (D) otherwise pursuing or asserting any claims or rights against Parent or Merger Sub or observance of the guaranteed obligations. 14.7 As a separate and independent stipulation the Guarantor agrees that any of their respective property, in the event of a breach of Parent’s or Merger Sub’s obligations, covenants or warranties and representations. The Guarantor’s responsibility shall guaranteed obligations (including any moneys payable) which may not be dischargedenforceable against or recoverable from the Purchaser by reason of any legal limitation, releaseddisability or incapacity on or of the Purchaser or the dissolution, diminishedamalgamation, reconstruction or impaired in whole or in part by (a) any setoff, counterclaim, defense, act or occurrence which reorganisation of the Guarantor may have against the Company or any of its Subsidiaries as a result or arising out of this Purchaser or any other transactionfact or circumstance (other than any limitation imposed by this Agreement) shall nevertheless be enforceable against and recoverable from the Guarantor as though the same had been incurred by the Guarantor and the Guarantor were the sole or principal obligor in respect thereof and shall be performed or paid by the Guarantor on demand. 14.8 Notwithstanding anything to the contrary herein, (b) the amendmentGuarantor’s obligations under this Clause 14 shall terminate and be of no further force or effect from and after the earlier of the termination of this Agreement in accordance with its terms and Completion, modification, waiver provided that to the extent that any payment shall be due by the Purchaser to any Seller pursuant to or alteration of under this Agreement, with or without the knowledge or consent of the Guarantor, or (c) the inaccuracy of any of the representations and warranties of the Company and its Subsidiaries ’s obligations under the Agreement, other than this Clause 14 shall continue in the case of fraud or intentional misrepresentation with intent to deceive. Each of the limitations, conditions and qualifications on and with respect to the obligations of the Parent and Merger Sub hereunder shall apply with equal full force and effect to the obligations of the Guarantor in respect of such payment obligation of the Purchaser until the date on which such payment has been made in full in accordance with the applicable terms of this Guarantee. [Signature Page Follows]Agreement and in full satisfaction of the Purchaser’s obligations in relation thereto, at which point the Guarantor’s obligations under this Clause 14 shall terminate and be of no further force or effect.