Guaranty of Buyer. Buyer Guarantor hereby unconditionally, absolutely, continuously and irrevocably guarantees (the “Guaranty”) to Seller the due and punctual payment and performance by Buyer of all covenants, agreements, financial Liabilities arising under or pursuant to this Agreement (including payment of the Purchase Price, the Closing Net Working Capital Amount, the Cure Amounts and the Disputed Cure Amounts), whether direct or indirect, absolute or contingent, now or hereafter existing or due or to become due, in each case as and when the payment or performance of the same shall become due (collectively, the “Buyer Liabilities”). Seller acknowledges and agrees that it will not be entitled to make demand under this Section 10.5 unless and until it has first made demand for such payment against Buyer. Seller shall provide to Buyer Guarantor a copy of any notice sent to Buyer under this Agreement simultaneously with, and in the same manner as, the sending of such notice. Buyer Guarantor and its successors do not waive any defenses that Xxxxx would have under the terms of this Agreement. This Guaranty shall automatically terminate in all respects upon the termination of this Agreement; provided, however, that in the event this Agreement is terminated, this Guaranty shall survive solely with respect to Buyer Liabilities remaining at the time of, or by the express terms of this Agreement, which are to survive, the termination of this Agreement. Other than as set forth in Section 10.5.1 above, Seller shall not be required first to prosecute collection or seek to enforce or resort to any remedies against Buyer on account of the Buyer Liabilities before attempting to collect the Buyer Liabilities pursuant to the Guaranty. Other than as set forth in Section 10.5.1 above, the Buyer Liabilities shall in no way be impaired, affected, reduced or released by reason of the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets of Buyer or the marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composing with creditors or readjustment of, or other similar proceedings or any other inability to pay or perform affecting, Buyer or any of its respective assets.
Guaranty of Buyer. Buyer acknowledges and agrees that it will ----------------- guarantee all of the obligations of DSI as evidenced by the promissory notes in Exhibit "A-1", "A-2" and "A-3" attached hereto in the Loan and Security Agreement attached hereto as Exhibit "B" and as set forth in Section 5.9 and ----------- 5.12 hereof. Such Guaranty attached hereto as Exhibit "C" and incorporated ----------- herein for all purposes. The obligations of Buyer pursuant to this paragraph shall survive Closing.
Guaranty of Buyer. Buyer guarantees to Seller the performance by ----------------- Buyer of each and every covenant, agreement or undertaking by Buyer contained herein, and agrees that the guaranty herein shall be absolute and unconditional.
