Common use of Limited Guarantee Clause in Contracts

Limited Guarantee. In order to induce Buyer to enter into this Agreement and for other good and valuable consideration, Xx. Xxxx (the “Guarantor”), hereby irrevocably guarantees, subject to the limitations set forth in this Section 11.1, the payment of the obligations of Seller contained in Article IX in connection with a breach of Seller’s representations and warranties in Section 4.5 (Ownership of Shares) (the “Guaranteed Obligations”); it being agreed that without the prior written consent of Buyer, Seller or the Guarantor shall not have a right to satisfy the Guaranteed Obligations from the Escrow Funds or pursuant to any set-off of any amounts payable under this Agreement, and Buyer shall not be required to seek recovery from the Escrow Funds or pursuant to any set-off of any amounts payable under this Agreement prior to seeking recovery from the Guarantor pursuant to the terms of this Section 11.1. Buyer may (on behalf of the Buyer Indemnified Parties), at its sole option, elect to assert a claim pursuant to this Article XI against Guarantor with respect to the Guaranteed Obligations concurrently with or following the assertion of a claim against Seller with respect to the Guaranteed Obligations; provided that in no event shall the aggregate amount of Guarantor’s Liability pursuant to this Article XI exceed the Purchase Price, and in no event shall Buyer be entitled to any payment hereunder to the extent that such payment would constitute a duplicative payment for the same Loss. In the event that Seller is dissolved, revoked or is otherwise, for any reason, unable or unwilling to financially satisfy any or all of its indemnification obligations contained in Section 6.8(h) and Article IX, Guarantor shall, or shall cause one of its Affiliates with a financial credit and assets equal to or greater than Seller as of immediately after the Closing, to satisfy such obligations. Any payment by Guarantor pursuant to this Section 11.1 shall, for all purposes of Section 9.4, be deemed to be a payment by Seller in respect of Seller’s indemnification obligations pursuant to Section 9.2(a). The Guarantor hereby acknowledges that by reason of his relationship with Xxxxxx and the Company, the Guarantor will derive a substantial benefit from the transactions contemplated by this Agreement. The Guarantor hereby further acknowledges that the validity of this Article XI and the Guarantor’s obligations under this Article XI shall not be affected or impaired by reason of any amendment, waiver, indulgence, forbearance or other variance by Buyer under or in respect of this Agreement, or any bankruptcy, insolvency, receivership or other such Proceeding relating to Seller or the Company. Nothing set forth in this Section 11.1 confers or gives, or shall be construed to confer or give (i) to any Person other than Buyer (and any Buyer Indemnitee on whose behalf Buyer may act) any remedies under or by reason of the obligations of the Guarantor set forth in this Section 11.1 or (ii) to any Person any rights or remedies against any Person other than the Guarantor under or by reason of the obligations of the Guarantor set forth in this Section 11.1.

Limited Guarantee. In order (a) Subject to the terms and conditions herein, to induce Buyer SVU to enter into this Agreement the TOA, the Guarantor, intending to be legally bound, hereby absolutely, irrevocably and for other good unconditionally guarantees to SVU, the due and valuable consideration, Xx. Xxxx punctual payment of the Equity Financing to the Offeror (the “GuarantorObligations”); provided that, hereby irrevocably guaranteesnotwithstanding anything to the contrary herein, but subject to Section 1(f), it is explicitly acknowledged and agreed that if (i) the Equity Financing is paid to the Offeror in accordance with the Equity Commitment Letter, (ii) the Buyer Termination Fee (as such term is defined in the SPA) (and any interest required to be paid thereon pursuant to Section 7.3(a) of the SPA) is paid to SVU in accordance with the SPA, then, in the case of clause (i), upon payment of the Equity Financing to the Offeror, or in the case of clause (ii), upon payment of the Buyer Termination Fee (and any interest required to be paid thereon pursuant to Section 7.3(a) of the SPA) to SVU, and, for the avoidance of doubt, upon consummation of the Offer and Issuance (if applicable) in accordance with the TOA, the Guarantor’s guarantee of the Obligations will be deemed to be satisfied (the Obligations, as qualified by the limitations set forth in this Section 11.1proviso, the payment of the obligations of Seller contained in Article IX in connection with a breach of Seller’s representations and warranties in Section 4.5 (Ownership of Shares) (the “Guaranteed Obligations”); it being agreed that without , and the prior written consent of Buyer, Seller or the Guarantor shall not have a right Guarantor’s guarantee to satisfy such Guaranteed Obligations, the Guaranteed Obligations from the Escrow Funds or pursuant to any set-off of any amounts payable under this Agreement, and Buyer “Guarantee”). All payments hereunder shall not be required to seek recovery from the Escrow Funds or pursuant to any set-off of any amounts payable under this Agreement prior to seeking recovery from the Guarantor pursuant to the terms of this Section 11.1. Buyer may (on behalf made in lawful money of the Buyer Indemnified Parties)United States, at its sole option, elect to assert a claim pursuant to this Article XI against Guarantor with respect to the Guaranteed Obligations concurrently with or following the assertion of a claim against Seller with respect to the Guaranteed Obligations; provided that in immediately available funds. In no event shall the aggregate amount of Guarantor’s Liability pursuant Guarantor be obligated hereunder to this Article XI exceed the Purchase Price, and in no event shall Buyer be entitled to make any payment hereunder to the extent that such payment would constitute a duplicative payment for the same Loss. In the event that Seller is dissolved, revoked or is otherwise, for any reason, unable or unwilling to financially satisfy any or all of its indemnification obligations contained in Section 6.8(h) and Article IX, Guarantor shall, or shall cause one of its Affiliates with a financial credit and assets equal to or greater other than Seller as of immediately after the Closing, to satisfy such obligations. Any payment by Guarantor pursuant to this Section 11.1 shall, for all purposes of Section 9.4, be deemed to be a payment by Seller in respect of Seller’s indemnification obligations pursuant to Section 9.2(a). The Guarantor hereby acknowledges that by reason of his relationship with Xxxxxx and the Company, the Guarantor will derive a substantial benefit from the transactions contemplated by this Agreement. The Guarantor hereby further acknowledges that the validity of this Article XI and the Guarantor’s obligations under this Article XI shall not be affected or impaired by reason of any amendment, waiver, indulgence, forbearance or other variance by Buyer under or in respect of this Agreement, or any bankruptcy, insolvency, receivership or other such Proceeding relating to Seller or the Company. Nothing set forth in this Section 11.1 confers or gives, or shall be construed to confer or give (i) to any Person other than Buyer (and any Buyer Indemnitee on whose behalf Buyer may act) any remedies under or by reason of the obligations of the Guarantor set forth in this Section 11.1 or (ii) to any Person any rights or remedies against any Person other than the Guarantor under or by reason of the obligations of the Guarantor set forth in this Section 11.1Guaranteed Obligations.

Limited Guarantee. In order (a) Subject to induce Buyer to enter into all of the terms and conditions of this Agreement and for other good and valuable considerationLimited Guarantee, Xx. Xxxx (the “Guarantor”), Guarantor hereby irrevocably guaranteesand unconditionally guarantees to Purchaser the payment of all Damages under Seller’s indemnification obligations in Section 11.2(b) of the PSA, subject to whether now or hereafter existing, in each case, in accordance with the terms, conditions and limitations of the PSA (including the limitations set forth in this Section 11.1, the payment 11.4 of the obligations PSA) when (and only if) the same shall become due and payable by Seller in accordance with the terms of Seller contained in Article IX in connection with a breach of Seller’s representations and warranties in Section 4.5 the PSA (Ownership of Shares) (collectively, the “Guaranteed Obligations”); it being agreed that without provided, however, and notwithstanding anything to the prior written consent contrary, the maximum aggregate liability of BuyerGuarantor hereunder shall not exceed an aggregate sum of ten percent (10%) of the Unadjusted Purchase Price under the PSA (such amount, Seller or the Guarantor “Cap”). In the event any Guaranteed Obligations shall not have a right been paid by Seller when due, Guarantor shall pay or cause to satisfy be paid (subject to the Cap) to Purchaser the unpaid amount of such Guaranteed Obligations that are then due and unpaid within ten (10) Business Days after written demand therefor from Purchaser. Notwithstanding anything to the contrary, to the extent Seller is relieved of any portion of its obligations under the PSA with respect to any of the Guaranteed Obligations from the Escrow Funds Obligations, by satisfaction thereof or pursuant to any set-off of any amounts payable under this Agreementother written agreement executed by Purchaser (other than, and Buyer shall for clarity but not be required to seek recovery from the Escrow Funds or pursuant to any set-off of any amounts payable under this Agreement prior to seeking recovery from the Guarantor pursuant limited to, due to the terms operation of this Section 11.1. Buyer may (on behalf of the Buyer Indemnified Partiesbankruptcy, insolvency or similar laws), at its sole option, elect to assert a claim pursuant to this Article XI against Guarantor with respect to the Guaranteed Obligations concurrently with or following the assertion of a claim against Seller with respect to the Guaranteed Obligations; provided that in no event shall the aggregate amount of Guarantor’s Liability pursuant to this Article XI exceed the Purchase Price, and in no event shall Buyer be entitled to any payment hereunder to the extent that such payment would constitute a duplicative payment for the same Loss. In the event that Seller is dissolved, revoked or is otherwise, for any reason, unable or unwilling to financially satisfy any or all relieved of its indemnification obligations contained in Section 6.8(h) and Article IX, Guarantor shall, or shall cause one of its Affiliates with a financial credit and assets equal to or greater than Seller as of immediately after the Closing, to satisfy such obligations. Any payment by Guarantor pursuant to this Section 11.1 shall, for all purposes of Section 9.4, be deemed to be a payment by Seller in respect of Seller’s indemnification obligations pursuant to Section 9.2(a). The Guarantor hereby acknowledges that by reason of his relationship with Xxxxxx and the Company, the Guarantor will derive a substantial benefit from the transactions contemplated by this Agreement. The Guarantor hereby further acknowledges that the validity of this Article XI and the Guarantor’s obligations under this Article XI shall not Limited Guarantee to the same extent. This Limited Guarantee may be affected or impaired by reason enforced for the payment of any amendment, waiver, indulgence, forbearance or other variance by Buyer under or in respect of this Agreement, or any bankruptcy, insolvency, receivership or other such Proceeding relating to Seller or the Company. Nothing set forth in this Section 11.1 confers or gives, or shall be construed to confer or give (i) to any Person other than Buyer (and any Buyer Indemnitee on whose behalf Buyer may act) any remedies under or by reason of the obligations of the Guarantor set forth in this Section 11.1 or (ii) to any Person any rights or remedies against any Person other than the Guarantor under or by reason of the obligations of the Guarantor set forth in this Section 11.1money only.

Limited Guarantee. In order (a) Subject to induce Buyer to enter into all of the terms and conditions of this Agreement and for other good and valuable considerationLimited Guarantee, Xx. Xxxx (the “Guarantor”), Guarantor hereby irrevocably guaranteesand unconditionally guarantees to Purchaser the payment of all Damages under Seller’s indemnification obligations in Section 11.2(b) of the PSA, subject to whether now or hereafter existing, in each case, in accordance with the terms, conditions and limitations of the PSA (including the limitations set forth in this Section 11.1, the payment 11.4 of the obligations PSA) when (and only if) the same shall become due and payable by Seller in accordance with the terms of Seller contained in Article IX in connection with a breach of Seller’s representations and warranties in Section 4.5 the PSA (Ownership of Shares) (collectively, the “Guaranteed Obligations”); it being agreed that without provided, however, and notwithstanding anything to the prior written consent contrary, the maximum aggregate liability of BuyerGuarantor hereunder shall not exceed an aggregate sum of fifteen percent (15%) of the Unadjusted Purchase Price under the PSA, net to the interest in Seller or held by Guarantor’s Affiliates (such amount, the Guarantor “Cap”). In the event any Guaranteed Obligations shall not have a right been paid by Seller when due, Guarantor shall pay or cause to satisfy be paid (subject to the Cap) to Purchaser the unpaid amount of such Guaranteed Obligations that are then due and unpaid within ten (10) Business Days after written demand therefor from Purchaser. Notwithstanding anything to the contrary, to the extent Seller is relieved of any portion of its obligations under the PSA with respect to any of the Guaranteed Obligations from the Escrow Funds Obligations, by satisfaction thereof or pursuant to any set-off of any amounts payable under this Agreementother written agreement executed by Purchaser (other than, and Buyer shall for clarity but not be required to seek recovery from the Escrow Funds or pursuant to any set-off of any amounts payable under this Agreement prior to seeking recovery from the Guarantor pursuant limited to, due to the terms operation of this Section 11.1. Buyer may (on behalf of the Buyer Indemnified Partiesbankruptcy, insolvency or similar laws), at its sole option, elect to assert a claim pursuant to this Article XI against Guarantor with respect to the Guaranteed Obligations concurrently with or following the assertion of a claim against Seller with respect to the Guaranteed Obligations; provided that in no event shall the aggregate amount of Guarantor’s Liability pursuant to this Article XI exceed the Purchase Price, and in no event shall Buyer be entitled to any payment hereunder to the extent that such payment would constitute a duplicative payment for the same Loss. In the event that Seller is dissolved, revoked or is otherwise, for any reason, unable or unwilling to financially satisfy any or all relieved of its indemnification obligations contained in Section 6.8(h) and Article IX, Guarantor shall, or shall cause one of its Affiliates with a financial credit and assets equal to or greater than Seller as of immediately after the Closing, to satisfy such obligations. Any payment by Guarantor pursuant to this Section 11.1 shall, for all purposes of Section 9.4, be deemed to be a payment by Seller in respect of Seller’s indemnification obligations pursuant to Section 9.2(a). The Guarantor hereby acknowledges that by reason of his relationship with Xxxxxx and the Company, the Guarantor will derive a substantial benefit from the transactions contemplated by this Agreement. The Guarantor hereby further acknowledges that the validity of this Article XI and the Guarantor’s obligations under this Article XI shall not Limited Guarantee to the same extent. This Limited Guarantee may be affected or impaired by reason enforced for the payment of any amendment, waiver, indulgence, forbearance or other variance by Buyer under or in respect of this Agreement, or any bankruptcy, insolvency, receivership or other such Proceeding relating to Seller or the Company. Nothing set forth in this Section 11.1 confers or gives, or shall be construed to confer or give (i) to any Person other than Buyer (and any Buyer Indemnitee on whose behalf Buyer may act) any remedies under or by reason of the obligations of the Guarantor set forth in this Section 11.1 or (ii) to any Person any rights or remedies against any Person other than the Guarantor under or by reason of the obligations of the Guarantor set forth in this Section 11.1money only.

Limited Guarantee. In order to (a) To induce Buyer the Company to enter into this the Merger Agreement, the Guarantor, intending to be legally bound, hereby absolutely, irrevocably and unconditionally, guarantees to the Company, up to the Maximum Amount, the due and punctual payment and performance obligations of Parent and Merger Sub and the Merger Agreement and for other good and valuable consideration, Xx. Xxxx (the “Obligations”); provided that, notwithstanding anything to the contrary contained herein, it is explicitly acknowledged and agreed that (A) in the event that all conditions in Sections 6.1 and 6.3 of the Merger Agreement (other than those not satisfied primarily due to the failure of Parent or Merger Sub to have performed their respective obligations under the Merger Agreement) have been satisfied (or with respect to certificates to be delivered at the Closing, are capable of being satisfied upon the Closing) or waived (to the extent waivable by Parent) at the time when the Closing would have occurred but for the failure of the Equity Financing to be funded or the failure of any conditions in Section 6.2 of the Merger Agreement to have been satisfied, then upon the funding of the Equity Financing, the Guarantor’s guarantee of the Obligations will be deemed satisfied; and (B) if the Company exercises its right to terminate the Merger Agreement pursuant to Section 7.1(c)(i) of the Merger Agreement and receive the Parent Termination Fee, then, upon the payment of the Parent Termination Fee to the Company, the Guarantor’s guarantee of the Obligations will be deemed to be satisfied (the relevant Obligations, as qualified by the limitations set forth in clauses (A) and (B) of this provision, the “Applicable Obligations”). The parties understand and agree that the maximum aggregate liability of the Guarantor in respect of any and all Obligations hereunder shall not exceed $113,800,000 (the “Maximum Amount”), hereby irrevocably guaranteesand the Company agrees that this Limited Guarantee may not be enforced without giving effect to the Maximum Amount. All payments hereunder shall be made in lawful money of the United States, in immediately available funds. This Limited Guarantee is an unconditional guarantee of payment and not of collectibility and is in no way conditioned upon any requirement that the Company first attempt to collect any amounts in respect of the Obligations from Parent or Merger Sub or resort to any security or other means of collecting payments. The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind (other than defenses to the payment of the Obligations that are available to Parent or Merger Sub under the Merger Agreement), except as provided in Section 1(b) below. If Parent or Merger Sub is in breach of its Obligations, then the Company may at any time and from time to time, at the Company’s option, take any and all actions available under the Merger Agreement (subject to the limitations set forth in the Merger Agreement) or under applicable Law to enforce its rights thereunder and to enforce its rights under this Section 11.1, the payment Limited Guarantee. Subject to and in furtherance of the obligations of Seller contained in Article IX in connection with a breach of Seller’s representations and warranties in Section 4.5 (Ownership of Shares) (the “Guaranteed Obligations”); it being agreed that without the prior written consent of Buyer, Seller or the Guarantor shall not have a right to satisfy the Guaranteed Obligations from the Escrow Funds or pursuant to any set-off of any amounts payable under this Agreement, and Buyer shall not be required to seek recovery from the Escrow Funds or pursuant to any set-off of any amounts payable under this Agreement prior to seeking recovery from the Guarantor pursuant to the terms of this Section 11.1. Buyer may (on behalf of the Buyer Indemnified Parties), at its sole option, elect to assert a claim pursuant to this Article XI against Guarantor with respect to the Guaranteed Obligations concurrently with or following the assertion of a claim against Seller with respect to the Guaranteed Obligations; provided that in no event shall the aggregate amount of Guarantor’s Liability pursuant to this Article XI exceed the Purchase Price, and in no event shall Buyer be entitled to any payment hereunder to the extent that such payment would constitute a duplicative payment for the same Loss. In the event that Seller is dissolved, revoked or is otherwise, for any reason, unable or unwilling to financially satisfy any or all of its indemnification obligations contained in Section 6.8(h) and Article IX, Guarantor shall, or shall cause one of its Affiliates with a financial credit and assets equal to or greater than Seller as of immediately after the Closing, to satisfy such obligations. Any payment by Guarantor pursuant to this Section 11.1 shall, for all purposes of Section 9.4, be deemed to be a payment by Seller in respect of Seller’s indemnification obligations pursuant to Section 9.2(a). The Guarantor hereby acknowledges that by reason of his relationship with Xxxxxx and the Companyforegoing, the Guarantor will derive a substantial benefit from the transactions contemplated by this Agreement. The Guarantor hereby further acknowledges and agrees that the validity of this Article XI Company may, in its sole discretion, bring and prosecute a separate action or actions against the Guarantor’s obligations Guarantor to enforce its rights under this Article XI shall not be affected or impaired by reason of any amendment, waiver, indulgence, forbearance or other variance by Buyer under or in respect of this Agreement, or any bankruptcy, insolvency, receivership or other such Proceeding relating to Seller or the Company. Nothing set forth in this Section 11.1 confers or gives, or shall be construed to confer or give (i) to any Person other than Buyer (and any Buyer Indemnitee on whose behalf Buyer may act) any remedies under or by reason of the obligations of the Guarantor set forth in this Section 11.1 or (ii) to any Person any rights or remedies against any Person other than the Guarantor under or by reason of the obligations of the Guarantor set forth in this Section 11.1Limited Guarantee.

Limited Guarantee. In order (a) Subject to induce Buyer the terms and conditions set forth herein, each Fund, intending to enter into this Agreement and for other good and valuable consideration, Xx. Xxxx (the “Guarantor”)be legally bound, hereby absolutely, irrevocably guarantees, subject and unconditionally guarantees to the limitations set forth Company the due and punctual performance and discharge of Parent and Merger Sub’s payment obligations in this Section 11.1respect of any monetary damages required to be paid to the Company in accordance with the Merger Agreement if, as and when those obligations become payable under the Merger Agreement subject to, and solely in accordance with, the payment terms and conditions of the obligations of Seller contained in Article IX in connection with a breach of Seller’s representations and warranties in Section 4.5 (Ownership of Shares) Merger Agreement (the “Guaranteed Obligations”); it being agreed that without provided that, notwithstanding anything to the prior written consent contrary contained in this Section 3, (i) the liability of Buyer, Seller or the Guarantor shall not have a right to satisfy the Guaranteed Obligations from the Escrow Funds or pursuant to any set-off of any amounts payable under this Agreement, Section 3 is several and Buyer not joint and in no event shall not be required to seek recovery from the Escrow Funds or pursuant to any set-off of any amounts payable Fund’s aggregate liability under this Agreement prior to seeking recovery from Section 3 exceed, for each Fund, such Fund’s Pro Rata Percentage of $11,000,000 (such limitation on the Guarantor pursuant to the terms aggregate liability of this Section 11.1. Buyer may (on behalf of the Buyer Indemnified Parties), at its sole option, elect to assert a claim pursuant to this Article XI against Guarantor each Fund with respect to the Guaranteed Obligations concurrently with or following as described in the assertion of a claim immediately preceding clause being herein referred to as the “Guarantee Cap”) and (ii) this Section 3 may not be enforced against Seller with respect any Fund without giving effect to its Guarantee Cap (and to the Guaranteed Obligations; provided provisions of Sections 7 and 8 of this Letter). This Section 3 may be enforced for the payment of money only. Notwithstanding anything that may be expressed or implied in this Letter or any document or instrument delivered in connection herewith, and for the avoidance of doubt, in no event shall the aggregate amount of Guarantor’s Liability pursuant any Fund have any obligation to this Article XI exceed the Purchase Price, and in no event shall Buyer be entitled to make any payment hereunder to the extent that or contribution under Section 1 of this Letter at any time after such Fund has made full payment would constitute a duplicative payment for the same Loss. In the event that Seller is dissolved, revoked or is otherwise, for any reason, unable or unwilling to financially satisfy any or all of its indemnification obligations contained in Section 6.8(h) and Article IX, Guarantor shall, or shall cause one of its Affiliates with a financial credit and assets equal to or greater than Seller as of immediately after the Closing, to satisfy such obligations. Any payment by Guarantor pursuant to under this Section 11.1 shall3 in accordance with the terms hereof. BDT Capital Partners Fund 3, L.P. hereby acknowledges and agrees that it is the “ultimate parent entity” of Parent and Merger Sub for all purposes of Section 9.4, be deemed the HSR Act and will do all things necessary for Parent and Merger Sub to be a payment by Seller in respect of Seller’s indemnification obligations pursuant to Section 9.2(a). The Guarantor hereby acknowledges that by reason of his relationship comply with Xxxxxx and the Company, the Guarantor will derive a substantial benefit from the transactions contemplated by this Agreement. The Guarantor hereby further acknowledges that the validity of this Article XI and the Guarantor’s its obligations under this Article XI shall not be affected or impaired by reason of any amendment, waiver, indulgence, forbearance or other variance by Buyer under or in respect of this Agreement, or any bankruptcy, insolvency, receivership or other such Proceeding relating to Seller or the Company. Nothing set forth in this Section 11.1 confers or gives, or shall be construed to confer or give (i) to any Person other than Buyer (and any Buyer Indemnitee on whose behalf Buyer may act) any remedies under or by reason 5.05 of the obligations of the Guarantor set forth Merger Agreement in this Section 11.1 or (ii) to any Person any rights or remedies against any Person other than the Guarantor under or by reason of the obligations of the Guarantor set forth in this Section 11.1all material respects.

Limited Guarantee. In order to induce Buyer to enter into this Agreement and for other good and valuable consideration, XxMx. Xxxx (the “Guarantor”), hereby irrevocably guarantees, subject to the limitations set forth in this Section 11.1, the payment of the obligations of Seller contained in Article IX in connection with a breach of Seller’s representations and warranties in Section 4.5 (Ownership of Shares) (the “Guaranteed Obligations”); it being agreed that without the prior written consent of Buyer, Seller or the Guarantor shall not have a right to satisfy the Guaranteed Obligations from the Escrow Funds or pursuant to any set-off of any amounts payable under this Agreement, and Buyer shall not be required to seek recovery from the Escrow Funds or pursuant to any set-off of any amounts payable under this Agreement prior to seeking recovery from the Guarantor pursuant to the terms of this Section 11.1. Buyer may (on behalf of the Buyer Indemnified Parties), at its sole option, elect to assert a claim pursuant to this Article XI against Guarantor with respect to the Guaranteed Obligations concurrently with or following the assertion of a claim against Seller with respect to the Guaranteed Obligations; provided that in no event shall the aggregate amount of Guarantor’s Liability pursuant to this Article XI exceed the Purchase Price, and in no event shall Buyer be entitled to any payment hereunder to the extent that such payment would constitute a duplicative payment for the same Loss. In the event that Seller is dissolved, revoked or is otherwise, for any reason, unable or unwilling to financially satisfy any or all of its indemnification obligations contained in Section 6.8(h) and Article IX, Guarantor shall, or shall cause one of its Affiliates with a financial credit and assets equal to or greater than Seller as of immediately after the Closing, to satisfy such obligations. Any payment by Guarantor pursuant to this Section 11.1 shall, for all purposes of Section 9.4, be deemed to be a payment by Seller in respect of Seller’s indemnification obligations pursuant to Section 9.2(a). The Guarantor hereby acknowledges that by reason of his relationship with Xxxxxx Seller and the Company, the Guarantor will derive a substantial benefit from the transactions contemplated by this Agreement. The Guarantor hereby further acknowledges that the validity of this Article XI and the Guarantor’s obligations under this Article XI shall not be affected or impaired by reason of any amendment, waiver, indulgence, forbearance or other variance by Buyer under or in respect of this Agreement, or any bankruptcy, insolvency, receivership or other such Proceeding relating to Seller or the Company. Nothing set forth in this Section 11.1 confers or gives, or shall be construed to confer or give (i) to any Person other than Buyer (and any Buyer Indemnitee on whose behalf Buyer may act) any remedies under or by reason of the obligations of the Guarantor set forth in this Section 11.1 or (ii) to any Person any rights or remedies against any Person other than the Guarantor under or by reason of the obligations of the Guarantor set forth in this Section 11.1.

Limited Guarantee. In order The Guarantor, intending to induce Buyer to enter into this Agreement and for other good and valuable consideration, Xx. Xxxx (the “Guarantor”)be legally bound, hereby irrevocably guaranteesand unconditionally guarantees to the Vendor, severally and not jointly with any other Person, on the terms and subject to the conditions set forth herein, the payment, if and when due, of (a) the reimbursement and indemnification obligations of the Purchaser pursuant to, and subject to the limitations of, Section 2.6(e), the last sentence of Section 5.3(d) and Section 5.3(e) of the Purchase Agreement in the event the Purchase Agreement is terminated and (b) the Purchaser Termination Fee, less the Deposit, and any amounts owing from the Purchaser pursuant to Section 7.3(d), by the Purchaser upon the terms and subject to the conditions set forth in this Section 11.17.3 of the Purchase Agreement (such obligations, collectively, the payment of the obligations of Seller contained in Article IX in connection with a breach of Seller’s representations and warranties in Section 4.5 (Ownership of Shares) (the “Guaranteed Obligations”); it being agreed provided, that without the prior written consent maximum aggregate liability of Buyerthe Guarantor shall in no event exceed $8,750,000 (the “Cap”); provided, Seller or further, that the Guarantor shall not have a right to satisfy be liable for any amount in excess of 50% (the Guaranteed Obligations from the Escrow Funds or pursuant to any set-off “Pro Rata Share”) of any amounts payable under this Agreement, and Buyer shall not be required to seek recovery from the Escrow Funds or pursuant to any set-off of any amounts payable under this Agreement prior to seeking recovery from the Guarantor pursuant to the terms of this Section 11.1Obligation. Buyer may (on behalf of the Buyer Indemnified Parties), at its sole option, elect to assert a claim pursuant to this Article XI against Guarantor with respect to the Guaranteed Obligations concurrently with or following the assertion of a claim against Seller with respect to the Guaranteed Obligations; provided The Vendor hereby agrees that in no event shall the aggregate amount Guarantor be required to pay to any Person or Persons under this Limited Guarantee an amount, together with all other amounts paid by or on behalf of the Guarantor hereunder, in excess of the Cap or its Pro Rata Share of any Obligations, it being understood that this Limited Guarantee may not be enforced against the Guarantor without giving effect to the Cap or the second proviso of the immediately preceding sentence, and that neither the Guarantor nor any Guarantor Related Party (as hereinafter defined) shall have any obligation or liability to any Person relating to, arising out of or in connection with, this Limited Guarantee or, in the case of the Guarantor’s Liability pursuant to this Article XI exceed , the Purchase PriceAgreement, and other than as expressly set forth herein. The Vendor acknowledges that in no event shall Buyer be entitled to any payment hereunder to the extent that such payment would constitute a duplicative payment for the same Loss. In the event that Seller is dissolvedthe Purchaser has not satisfied all or a portion of the Obligations, revoked or is otherwise, for indefeasible payment of the unsatisfied portion of the Obligations by any reason, unable or unwilling to financially satisfy any or all other Person on behalf of its indemnification obligations contained in Section 6.8(h) and Article IX, Guarantor shall, or shall cause one of its Affiliates with a financial credit and assets equal to or greater than Seller as of immediately after the Closing, to satisfy such obligations. Any payment by Guarantor pursuant to this Section 11.1 shall, for all purposes of Section 9.4, be deemed to be a payment by Seller in respect of Seller’s indemnification obligations pursuant to Section 9.2(a). The Guarantor hereby acknowledges that by reason of his relationship with Xxxxxx and the Company, the Guarantor will derive a substantial benefit from the transactions contemplated by this Agreement. The Guarantor hereby further acknowledges that the validity shall constitute satisfaction in full of this Article XI and the Guarantor’s obligations under this Article XI shall not be affected or impaired by reason of any amendment, waiver, indulgence, forbearance or other variance by Buyer under or in with respect of this Agreement, or any bankruptcy, insolvency, receivership or other such Proceeding relating to Seller or the Companythereto. Nothing set forth in this Section 11.1 confers or gives, or All payments hereunder shall be construed to confer or give (i) to any Person other than Buyer (and any Buyer Indemnitee on whose behalf Buyer may act) any remedies under or by reason made in lawful money of the obligations of the Guarantor set forth United States, in this Section 11.1 or (ii) to any Person any rights or remedies against any Person other than the Guarantor under or by reason of the obligations of the Guarantor set forth in this Section 11.1immediately available funds.

Limited Guarantee. In order to To induce Buyer the Guaranteed Parties to enter into this Agreement the Transaction Agreement, the Guarantor hereby absolutely, unconditionally and for other good and valuable consideration, Xx. Xxxx (irrevocably guarantees to the “Guarantor”), hereby irrevocably guaranteesGuaranteed Parties, subject to the limitations terms and conditions set forth in this Section 11.1herein, the payment due, complete and punctual payment, observance, performance and discharge of the payment obligations of Seller contained in Article IX in connection Buyer with a breach respect to (i) the Purchaser Termination Fee, if, when, and as due, pursuant to Section 9.03(b) of Seller’s representations the Transaction Agreement, (ii) the Other Regulatory Termination Fee, if, when, and warranties in as due, pursuant to Section 4.5 9.03(c) of the Transaction Agreement (Ownership together with the Purchaser Termination Fee, the “Buyer Fee Obligations”), (iii) the Enforcement Costs, if, when, and as due pursuant to Section 9.03(e) of Shares) the Transaction Agreement (the “Guaranteed Enforcement Expense Obligation” and with the Buyer Fee Obligations, the “Fee Obligations”); it being agreed that without , and (iv) all amounts payable (and solely to the prior written consent of Buyer, Seller or the Guarantor shall not have a right to satisfy the Guaranteed Obligations from the Escrow Funds or extent payable pursuant to a final arbitral decision or order of a court of competent jurisdiction) as damages as a result of Fraud or any set-off intentional and willful breach by the Buyer of any amounts payable the Transaction Agreement under this Agreement, and Buyer shall not be required to seek recovery from the Escrow Funds or pursuant to any set-off of any amounts payable under this Agreement prior to seeking recovery from the Guarantor pursuant to in accordance with the terms of the Transaction Agreement, (the “Damages Obligation”). The Fee Obligations and the Damages Obligations are collectively referred to herein as the “Obligations”. In no event shall the Guarantor’s maximum liability under this Section 11.1. Buyer may Limited Guarantee with respect to items (i)-(iii) exceed an amount equal to (A) the Payment Fund, minus (B) the amount of any Obligations actually paid by or on behalf of the Buyer Indemnified Parties), at its sole option, elect or Guarantor to assert a claim any of the Guaranteed Parties pursuant to this Article XI Limited Guarantee (the “Cap”). The Guaranteed Parties may, in their sole discretion, bring and prosecute a separate Proceeding against the Guarantor with for the full amount of the Obligations (subject, in respect of the Fee Obligations, to the Guaranteed Obligations concurrently with Cap), regardless of whether the Proceeding is brought against Buyer, or following the assertion of a claim against Seller with respect to the Guaranteed Obligationswhether Bxxxx is joined in any such Proceeding; provided provided, however, that in no event shall the aggregate Guarantor be required to pay any amount under, in respect of, or in connection with the Fee Obligations in excess of Guarantor’s Liability the Cap. The parties agree that the Fee Obligations may not be enforced without giving effect to the Cap and the immediately preceding sentence and that the Guaranteed Parties will not seek to enforce the Fee Obligations for an amount in excess of the Cap. Notwithstanding anything to the contrary contained in this Limited Guarantee or any other document, the Guarantor reserves the right to, and each Guaranteed Party covenants and agrees that the Guarantor may, assert any and all defenses to the payment of the Obligations that Buyer may have under the Transaction Agreement. Each Guaranteed Party hereby agrees that the Guarantor shall have no obligation or liability to any Person under this Limited Guarantee or the Transaction Agreement (whether in law, in equity, in contract, in tort or otherwise) other than as expressly set forth herein or under that certain letter agreement dated as of the date hereof between the Guarantor and Buyer, pursuant to this Article XI exceed which the Purchase PriceGuarantor has agreed to make a certain equity contribution to Buyer (the “Equity Commitment Letter”) or the Transaction Agreement; provided, and however, that the foregoing is not intended to diminish or otherwise limit in no event shall Buyer be entitled to any payment hereunder to way the extent that such payment would constitute a duplicative payment for Guaranteed Parties’ rights under the same Loss. In the event that Seller is dissolvedTransaction Agreement, revoked or is otherwise, for any reason, unable or unwilling to financially satisfy any or all of its indemnification obligations contained in Section 6.8(h) and Article IX, Guarantor shall, or shall cause one of its Affiliates with a financial credit and assets equal to or greater than Seller as of immediately after the Closing, to satisfy such obligations. Any payment by Guarantor pursuant to this Section 11.1 shall, for all purposes of Section 9.4, be deemed to be a payment by Seller in respect of Seller’s indemnification obligations including pursuant to Section 9.2(a). The Guarantor hereby acknowledges that by reason 10.02 of his relationship with Xxxxxx and the Company, the Guarantor will derive a substantial benefit from the transactions contemplated by this Transaction Agreement. The Guarantor hereby further acknowledges that All payments hereunder shall be made in U.S. Dollars in immediately available funds. If Buyer fails to discharge its Obligations when due (whether or not any bankruptcy or similar proceeding shall have stayed the validity accrual or collection of any of such Obligation or operated as a discharge thereof), each Guaranteed Party may at any time and from time to time, at such Guaranteed Party’s option, and so long as Buyer has failed to perform any of its Obligations, take any and all actions available hereunder or under Applicable Law in accordance with the terms of this Article XI and the Guarantor’s obligations under this Article XI shall not be affected or impaired by reason of any amendment, waiver, indulgence, forbearance or other variance by Buyer under or in respect of this Agreement, or any bankruptcy, insolvency, receivership or other such Proceeding relating Limited Guarantee to Seller or the Company. Nothing set forth in this Section 11.1 confers or gives, or shall be construed to confer or give (i) to any Person other than Buyer (and any Buyer Indemnitee on whose behalf Buyer may act) any remedies under or by reason of enforce the obligations of the Guarantor set forth hereunder in respect of such Obligations, subject to the terms of this Section 11.1 or (ii) to any Person any rights or remedies against any Person other than the Guarantor under or by reason Limited Guarantee, including in respect of the obligations of Fee Obligations, the Guarantor set forth in this Section 11.1Cap.