Common use of Purchaser Guarantee Clause in Contracts

Purchaser Guarantee. Purchaser Guarantor hereby guarantees to Seller the complete and timely performance by the Purchaser of all obligations to be performed by the Purchaser hereunder, all as and when required to be performed under this Agreement, in all respects and in accordance with the terms, conditions and limitations contained herein (the “Purchaser Obligations”). In the event of a default in performance of any of the Purchaser Obligations, Purchaser Guarantor shall timely perform or cause to be performed such Purchaser Obligations in accordance with the terms of this Agreement including upon receipt of written notice of such default by the Purchaser to the extent such notice is required to be given to the Purchaser hereunder. This is a guaranty of payment and performance, and not merely of collection. Seller may collect such amounts, or any part thereof, or obtain such performance from Purchaser Guarantor without first exercising its rights against the Purchaser. Purchaser Guarantor waives any right it may have to require that any action be brought against the Purchaser. Purchaser Guarantor waives (i) notice of acceptance of this guaranty and (ii) presentment, demand, notice of dishonor, protest and notice of protest. Notwithstanding anything herein to the contrary, Purchaser Guarantor shall be entitled to the benefit of and may assert as a defense against any Claim under this Section 9.18 any limitation, defense, set off or counterclaim that the Purchaser could have other than defenses based upon or relating to (a) the Purchaser’s insolvency, bankruptcy or similar inability to pay or perform or (b) the due authorization, execution, delivery, enforceability or validity of this Agreement by or against the Purchaser. Notwithstanding anything herein to the contrary, the amount of Purchaser Guarantor’s obligations under this Agreement shall not exceed $6,800,000. The Purchaser Guarantor’s obligations under this Agreement shall terminate upon the payment of the Additional Payment, if any.

Purchaser Guarantee. 22.1 In consideration of the Sellers agreeing to sell the Shares to the Purchasers on the terms set out in this Agreement and the Share Purchase Documents, the Purchaser Guarantor hereby unconditionally and irrevocably guarantees to Seller the complete Sellers the due and timely punctual performance and observance by the Purchaser Purchasers and, after Completion, any member of the Group, of all obligations of their obligations, commitments and undertakings under or pursuant to be performed this Agreement and the Share Purchase Documents (including its liabilities to pay any monies under this Agreement and/or the Share Purchase Documents) and agrees to indemnify the Sellers and any of the Sellers’ Indemnified Persons in respect of any breach by the Purchaser hereunder, all as and when required to be performed under this Agreement, in all respects and in accordance with Purchasers or any member of the terms, conditions and limitations contained herein Group (the “Purchaser Obligations”). In the event of a default in performance after Completion) of any of their obligations, commitments and undertakings under or pursuant to this Agreement and the Share Purchase Documents. The liability of the Purchaser Obligations, Purchaser Guarantor under this Agreement and the Share Purchase Documents shall timely perform not be released or cause to be performed such Purchaser Obligations in accordance with diminished by any variation of the terms of this Agreement including upon receipt of written notice of such default or any other Share Purchase Document (whether or not agreed by the Purchaser to Guarantor), any forbearance, neglect or delay in seeking performance of the extent obligations hereby imposed or any granting of time for such notice is required performance. 22.2 If and whenever any Purchaser or, after Completion, any member of the Group, defaults for any reason whatsoever in the performance of any obligation, commitment or undertaking undertaken or expressed to be given undertaken under or pursuant to this Agreement or any other Share Purchase Document, the Purchaser hereunder. This is a guaranty of payment Guarantor shall forthwith upon demand unconditionally perform (or procure performance of) and performancesatisfy (or procure satisfaction of) the obligation, and not merely of collection. Seller may collect commitment or undertaking in regard to which such amounts, default has been made in the manner prescribed by this Agreement or any part thereofof the Share Purchase Documents or any other document referred to in it or them and so that the same benefits shall be conferred on the Sellers as would have been received if such obligation, commitment or obtain such performance from undertaking had been duly performed and satisfied by the Purchasers or, after Completion, the relevant member of the Group. 22.3 This guarantee is to be a continuing guarantee and, accordingly, is to remain in force until all of the obligations of the Purchasers and/or, after Completion, the members of the Group under this Agreement and/or any of the Share Purchase Documents shall have been performed or satisfied, regardless of the legality, validity or enforceability of any provisions of this Agreement or any of the Share Purchase Documents and notwithstanding the winding-up, liquidation, dissolution or other incapacity of any Purchaser or, after Completion, any member of the Group or any change in the status, control or ownership of any Purchaser or, after Completion, any member of the Group. The Sellers may make claims and demands of the Purchaser Guarantor without first exercising its limit in number. This guarantee is in addition to, without limiting and not in substitution for, any rights against or security which the Purchaser. Purchaser Guarantor waives any right it Sellers may have to require that any action be brought against now or after the Purchaser. Purchaser Guarantor waives (i) notice of acceptance of this guaranty and (ii) presentment, demand, notice of dishonor, protest and notice of protest. Notwithstanding anything herein to the contrary, Purchaser Guarantor shall be entitled to the benefit of and may assert as a defense against any Claim under this Section 9.18 any limitation, defense, set off or counterclaim that the Purchaser could have other than defenses based upon or relating to (a) the Purchaser’s insolvency, bankruptcy or similar inability to pay or perform or (b) the due authorization, execution, delivery, enforceability or validity date of this Agreement by have or against hold for the Purchaser. Notwithstanding anything herein to performance and observance of the contraryobligations, commitments and undertakings of the Purchasers under or in connection with this Agreement or any other Share Purchase Document. 22.4 As a separate and independent stipulation, the amount Purchaser Guarantor agrees that any obligation, commitment or undertaking expressed to be undertaken by the Purchasers or, after Completion, any member of Purchaser Guarantor’s obligations the Group (including, without limitation, any monies expressed to be payable under this Agreement shall Agreement) which may not exceed $6,800,000. The be enforceable against or recoverable from the Purchasers or such member of the Group by reason of any legal limitation, disability or incapacity on or of the Sellers or any other fact or circumstance (including any other fact or circumstance whereby but for this provision the Purchaser Guarantor’s obligations Guarantor would or might be discharged from liability under this clause 22) (other than any limitation imposed by this Agreement or other Share Purchase Document) shall terminate upon nevertheless be enforceable against and recoverable from the payment of Purchaser Guarantor as though the Additional Payment, if anysame had been incurred by the Purchaser Guarantor and the Purchaser Guarantor were the sole or principal obligor in respect thereof and shall be performed or paid by the Purchaser Guarantor on demand.

Purchaser Guarantee. Purchaser Guarantor All of the Purchaser’s obligations hereunder are hereby guarantees to Seller the complete guaranteed by NIBE. NIBE hereby acknowledges and timely performance by agrees that it shall cause the Purchaser to comply with all of all the Purchaser’s obligations to be performed by the Purchaser hereunder, all as and when required to be performed under this Agreement, in all respects and in accordance with the terms, conditions and limitations contained herein Agreement (the “Purchaser Guaranteed Obligations”). In , and in the event of a default in performance of any of the Purchaser Obligationsfails to comply with any such obligations, Purchaser Guarantor it shall timely perform intervene to perform, or cause to be performed performed, such Purchaser Obligations obligations in accordance with the terms of this Agreement including upon receipt of written notice of such default by the Purchaser to the extent such notice is required to be given to the Purchaser hereunderAgreement. This is a guaranty an unconditional guarantee of payment and performancenot of collectability. NIBE agrees that, for so long as the Purchaser is an affiliate of NIBE, the Purchaser and not merely of collection. the Seller may collect such amountsat any time and from time to time, without notice to NIBE or NIBE’s further consent, extend the term of this Agreement and make any agreement with the Seller or any Person liable with respect to any of the Purchaser Guaranteed Obligations hereunder for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any part thereofmodification of the terms thereof or of any agreement between the Purchaser and the Seller or any such other Person without in any way impairing or affecting any of its Purchaser Guaranteed Obligations hereunder. NIBE agrees that its obligations hereunder shall not be released or discharged, in whole or in part, or obtain such performance from Purchaser Guarantor without first exercising its rights against the Purchaser. Purchaser Guarantor waives any right it may have to require that any action be brought against the Purchaser. Purchaser Guarantor waives (i) notice of acceptance of this guaranty and (ii) presentment, demand, notice of dishonor, protest and notice of protest. Notwithstanding anything herein to the contrary, Purchaser Guarantor shall be entitled to the benefit of and may assert as a defense against any Claim under this Section 9.18 any limitation, defense, set off or counterclaim that the Purchaser could have other than defenses based upon or relating to otherwise affected by (a) the Purchaser’s insolvency, bankruptcy failure of any of the Seller Related Parties to assert any claim or similar inability demand or to pay enforce any right or perform remedy against the Seller or any other Person liable with respect to any of the Purchaser Guaranteed Obligations; (b) any change in the due authorizationtime, executionplace or manner of payment of any Purchaser Guaranteed Obligations or any rescission, deliverywaiver, enforceability compromise, consolidation or validity other amendment or modification of any of the terms or provisions of the Agreement or any other agreement evidencing, securing or otherwise executed in connection with any of the Purchaser Guaranteed Obligations; (c) any change in the corporate existence, structure or ownership of the Purchaser or any other Person liable with respect to any of the Purchaser Guaranteed Obligations; (d) any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Purchaser or any other Person liable with respect to any of the Purchaser Guaranteed Obligations; (e) the existence of any right of set-off which NIBE may have at any time against the Seller Related Parties, whether in connection with any Purchaser Guaranteed Obligations or otherwise; or (f) the adequacy of any other means the Seller may have of obtaining payment of any Purchaser Guaranteed Obligations. To the fullest extent permitted by Law, NIBE hereby expressly waives any and all rights or defenses arising by reason of any Law which would otherwise require any election of remedies by any of the Seller Related Parties. NIBE waives promptness, diligence, notice of the acceptance of this Agreement guarantee and of any Purchaser Guaranteed Obligation, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of the incurrence of any Purchaser Guaranteed Obligations and all other notices of any kind, all defenses which may be available by virtue of any valuation, stay, moratorium law or against other similar law now or hereafter in effect, any right to require the Purchaser. Notwithstanding anything herein marshalling of assets of the Seller or any other Person liable with respect to the contrary, Purchaser Guaranteed Obligations and all suretyship defenses generally. NIBE acknowledges that it will receive substantial direct and indirect benefits from the amount transactions contemplated by the Agreement and that the waivers set forth in this guarantee are knowingly made in contemplation of Purchaser Guarantor’s obligations under this Agreement shall not exceed $6,800,000. The Purchaser Guarantor’s obligations under this Agreement shall terminate upon the payment of the Additional Payment, if anysuch benefits.

Purchaser Guarantee. (a) On the terms and subject to the conditions set forth in this ‎Article 10, the Purchaser Guarantor hereby guarantees to Seller absolutely, irrevocably and unconditionally guarantees, as primary obligor and not merely as surety, on a joint and several basis, the full, complete and timely payment and performance by the Purchaser of all obligations to be performed by the Purchaser hereunder, all as and when required to be performed under this Agreement, in all respects and in accordance with the terms, conditions and limitations contained herein (the “Purchaser Obligations”). In the event of a default in performance of any of the Purchaser Obligations, Purchaser Guarantor shall timely perform or cause to be performed such Purchaser Obligations in accordance with the terms of this Agreement including upon receipt of written notice of such default by the Purchaser to the extent such notice is required to be given to the Purchaser hereunder. This is a guaranty of payment and performance, and not merely of collection. Seller may collect such amounts, or any part thereof, or obtain such performance from Purchaser Guarantor without first exercising its rights against the Purchaser. Purchaser Guarantor waives any right it may have to require that any action be brought against the Purchaser. Purchaser Guarantor waives (i) notice of acceptance of this guaranty and (ii) presentment, demand, notice of dishonor, protest and notice of protest. Notwithstanding anything herein to the contrary, Purchaser Guarantor shall be entitled to the benefit of and may assert as a defense against any Claim under this Section 9.18 any limitation, defense, set off or counterclaim that the Purchaser could have other than defenses based upon or relating to (a) the Purchaser’s insolvency, bankruptcy or similar inability to pay or perform or (b) the due authorization, execution, delivery, enforceability or validity of this Agreement by or against the Purchaser. Notwithstanding anything herein to the contrary, the amount of Purchaser Guarantor’s obligations under this Agreement shall not exceed $6,800,000and the Transaction Documents, whether for the payment of money, the giving of indemnification, the performance of obligations or otherwise, whether such obligations currently exist or are created, incurred or arise from time to time hereafter (collectively, the “Purchaser Guarantee”). The liabilities and obligations guaranteed by the Purchaser Guarantee are collectively referred to herein as the “Purchaser Guaranteed Obligations”. The Purchaser Guarantee constitutes a guarantee of payment and performance and not of collection. (b) A demand for payment or an action to enforce the Purchaser Guarantee may be made, brought or prosecuted, as applicable, against the Purchaser Guarantor upon any failure by the Purchaser to pay or perform any Purchaser Guaranteed Obligation when due for payment or performance. The Purchaser Guarantor hereby agrees to pay or perform, or cause to be paid or performed, such Purchaser Guaranteed Obligation, within five (5) Business Days after Fintech has made a written demand for payment against the Purchaser Guarantor and as soon as practicable after Fintech has made a written demand for performance against the Purchaser Guarantor’s obligations under this Agreement , in each case with respect to such Purchaser Guaranteed Obligation. All payments made by the Purchaser Guarantor hereunder shall terminate upon the payment of the Additional Payment, if anybe made without set-off or counterclaim and without any deduction or withholding for any reason.

Purchaser Guarantee. Purchaser Guarantor hereby Guarantor, as primary obligor and not merely as surety, absolutely, fully, irrevocably and unconditionally guarantees to Seller the complete full and timely payment and performance by of and agrees to cause Purchasers to perform, and shall be jointly and severally liable with Purchasers for the Purchaser full and timely payment and performance of, the obligations of all obligations to be performed by Purchasers (the Purchaser hereunder, all as “Guaranteed Obligations”) when due and when payable or required to be performed under this Agreementperformed, in all respects and as applicable, in accordance with the terms, conditions this Agreement and limitations contained herein (the “Purchaser Obligations”). In the event of a default in performance of any of the Purchaser Obligations, Purchaser Guarantor shall timely perform or cause to be performed such Purchaser Obligations in accordance with the terms of this Agreement including upon receipt of written notice of such default by the Purchaser to the extent such notice is required to be given to the Purchaser hereunderDocuments. This is a guaranty guarantee of payment and performanceperformance and not of collectability. The obligations of the Guarantor under this Section 10.16 are primary, absolute, unconditional and irrevocable in respect of satisfying the Guaranteed Obligations and shall be enforceable against Guarantor to the same extent as if Guarantor were the primary obligor (and not merely of collectiona surety) under this Agreement and the Purchaser Documents. It shall not be necessary for Seller may collect such amounts, or any part thereof, or obtain such performance from Purchaser (and Guarantor without first exercising its rights against the Purchaser. Purchaser Guarantor hereby waives any right it rights that Guarantor may have to require that Seller), in order to enforce the obligations of Guarantor hereunder, first to (a) institute suit or exhaust its remedies against Purchasers; (b) join Purchasers or any other Person in any action seeking to enforce any such agreement; or (c) resort to any other means of obtaining payment or enforcement of the obligations of Purchasers; provided that, for the avoidance of doubt, any defenses or counterclaims that would be brought available to any Purchaser shall be available to Guarantor hereunder (other than to the extent expressly waived in this Section 10.16 or otherwise arising from any insolvency, bankruptcy, arrangement, adjustment, composition or liquidation of any Purchaser). Seller shall not be required to take any action to reduce, collect or enforce the obligations of Purchasers when due under this Agreement or any Purchaser Document prior to reducing, collecting or enforcing against Guarantor with respect to Guarantor’s obligations hereunder. With respect to the Purchaser. Purchaser Guaranteed Obligations, Guarantor waives (i) notice of protest, proof of non-payment, default or breach by Purchasers, promptness, diligence, notice of acceptance of this guaranty guarantee and (ii) of the Guaranteed Obligations, presentment, demanddemand for payment, notice of dishonorany Guaranteed Obligations incurred, protest all defenses that may be available by virtue of any valuation, stay, moratorium Law or other similar Law now or hereafter in effect. Guarantor agrees to each of the following, and notice of protest. Notwithstanding anything herein to the contrary, Purchaser Guarantor shall be entitled to the benefit of and may assert as a defense against any Claim under this Section 9.18 any limitation, defense, set off or counterclaim agrees that the Purchaser could have other than defenses based upon or relating to (a) the Purchaser’s insolvency, bankruptcy or similar inability to pay or perform or (b) the due authorization, execution, delivery, enforceability or validity of this Agreement by or against the Purchaser. Notwithstanding anything herein to the contrary, the amount of Purchaser Guarantor’s its obligations under this Agreement and the Purchaser Documents as a result of this Section 10.16 shall not exceed $6,800,000be released, diminished, impaired, reduced or adversely affected by any of the following, and waives any common law, equitable, statutory or other rights (except to the extent required pursuant to this Agreement or any Closing Agreement) that Guarantor might otherwise have as a result of or in connection with (i) any renewal, extension, increase, modification, alteration or rearrangement of all or any part of the obligations of any Purchaser pursuant to this Agreement or any Purchaser Document; (ii) any insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution, asset sale or transfer or change of structure, ownership or organization of any Purchaser; (iii) the failure or delay on the part of Seller to assert any claim or demand or to enforce any right or remedy against any Purchaser; or (iv) the adequacy of any other means Seller may have of obtaining payment related to any of the Guaranteed Obligations. Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by this Agreement and the Closing Agreements. The Purchaser Guarantor’s obligations under guarantee set forth in this Section 10.16 is a continuing and absolute guarantee, and it and the Guaranteed Obligations will not be discharged, and will remain in full force and effect, until the full payment and performance of all amounts required to be paid and performed by Purchasers pursuant to this Agreement shall terminate upon and the payment of the Additional Payment, if anyPurchaser Documents.

Purchaser Guarantee. 16.1 The Purchaser Guarantor hereby unconditionally and irrevocably guarantees to Seller the complete Sellers the due and timely punctual discharge and performance by the Purchaser of all its obligations pursuant to be performed this agreement (such obligations being together in this clause 16 the Guaranteed Obligations) including, without limitation, the payment by the Purchaser hereunderof the Aggregate Consideration and agrees that if at any time or from time to time any Guaranteed Obligation of the Purchaser is not discharged or performed in full on the due date therefor, the Purchaser Guarantor will promptly after being given not less than three Business Days’ notice of the failure of the Purchaser to discharge or perform such obligation (and if such failure is not remedied by the Purchaser in the interim) unconditionally discharge or perform or procure the discharge or performance of the relevant amount or obligation. 16.2 The Purchaser Guarantor shall indemnify the Sellers against all as losses, damages, costs and when required to be performed expenses which they may suffer through or arising from any breach by the Purchaser of its obligations under this Agreementagreement. 16.3 The obligations of the Purchaser Guarantor under subclauses 16.1 and 16.2 above: (a) shall be continuing obligations and shall not be satisfied, discharged or affected by any intermediate payment or settlement of account or any change in the constitution or control, of, or the insolvency of, or any liquidation, winding-up or analogous proceedings relating to, the Purchaser or any change in the terms or nature of the Guaranteed Obligations; (b) shall not be discharged, prejudiced, lessened, affected or impaired by any act, omission or circumstance whatsoever which but for this provision might operate to release or exonerate the Purchaser from all respects or any part of the Guaranteed Obligations or otherwise prejudice those obligations including (but without limiting the generality of the foregoing): (i) any amendment to this agreement; or (ii) the taking, variation, renewal or release of, or refusal or neglect to perfect or enforce, any right, remedy or security against the Purchaser or any other person. 16.4 As a separate and in accordance with independent stipulation the terms, conditions and limitations contained herein (the “Purchaser Obligations”). In the event of a default in performance of Guarantor agrees that if any of the Guaranteed Obligations are not enforceable against or recoverable from the Purchaser Obligationsby reason of any legal limitation, disability or incapacity or any fact or circumstances or otherwise, they shall nevertheless be enforceable against and recoverable from the Purchaser Guarantor shall timely perform or cause to be performed such Purchaser Obligations in accordance with as though the terms of this Agreement including upon receipt of written notice of such default same had been incurred by the Purchaser to the extent such notice is required to be given to Guarantor and the Purchaser hereunder. This is a guaranty of payment Guarantor were the sole or principal obligor in respect thereof and performance, and not merely of collection. Seller may collect such amounts, shall be performed or any part thereof, or obtain such performance from paid by the Purchaser Guarantor without first exercising its on demand. 16.5 The obligations of the Purchaser Guarantor under this clause 16 shall constitute direct, primary and unconditional obligations of the Purchaser Guarantor and the Sellers shall not be obliged to make any demand on or enforce any rights against the Purchaser. Purchaser or any other person before being entitled to make any demand on or enforce their rights against the Purchaser Guarantor waives any right it may have to require that any action be brought against the Purchaser. Purchaser Guarantor waives (i) notice of acceptance of this guaranty and (ii) presentment, demand, notice of dishonor, protest and notice of protest. Notwithstanding anything herein to the contrary, Purchaser Guarantor shall be entitled to the benefit of and may assert as a defense against any Claim under this Section 9.18 any limitation, defense, set off or counterclaim that the Purchaser could have other than defenses based upon or relating to (a) the Purchaser’s insolvency, bankruptcy or similar inability to pay or perform or (b) the due authorization, execution, delivery, enforceability or validity of this Agreement by or against the Purchaser. Notwithstanding anything herein to the contrary, the amount of Purchaser Guarantor’s obligations under this Agreement shall not exceed $6,800,000. The Purchaser Guarantor’s obligations under this Agreement shall terminate upon the payment of the Additional Payment, if anyclause 16.

Purchaser Guarantee. The Purchaser Guarantor hereby irrevocably and unconditionally guarantees to Seller Sellers the complete timely payment and timely performance by the Purchaser of all obligations required to be paid or performed by the Purchaser hereunder, all as and when required to be performed under this AgreementAgreement and the Promissory Note, in all respects subject to the terms and in accordance with the terms, conditions and limitations contained herein (the “Purchaser ObligationsGuarantee”). In To the event maximum extent permitted by applicable Law, the Purchaser Guarantor hereby expressly waives any and all (a) rights to revoke the Purchaser Guarantee and (b) rights or defenses arising by reason of any applicable Law that would otherwise require any election of remedies by the Sellers. The Purchaser Guarantee shall remain in full force and effect without respect to future changes in conditions, irrespective of, and shall not be released or discharged, in whole or in part, or otherwise affected by: (i) any action or inaction on the part of a default in performance Seller, including the failure or delay on the part of a Seller to assert any of the Purchaser Obligationsclaim or demand or to enforce any right or remedy against Purchaser, Purchaser Guarantor shall timely perform or cause to be performed such Purchaser Obligations in accordance any Person now or hereafter liable with the terms of this Agreement including upon receipt of written notice of such default by the Purchaser to the extent such notice is required to be given respect to the Purchaser hereunder. This is a guaranty of payment and performanceGuarantee, and not merely of collection. Seller may collect such amounts, or any part thereof, or obtain such performance from Purchaser Guarantor without first exercising its rights against the Purchaser. Purchaser Guarantor waives any right it may have to require that any action be brought against the Purchaser. Purchaser Guarantor waives (i) notice of acceptance of this guaranty and (ii) presentmentany insolvency, demandbankruptcy, notice of dishonor, protest and notice of protest. Notwithstanding anything herein to reorganization or other similar proceeding affecting the contraryPurchaser, Purchaser Guarantor shall be entitled or any other Person now or hereafter liable with respect to the benefit Purchaser Guarantee or affecting any of their respective assets, or (iii) the existence of any claim, set-off or other right that the Purchaser may have at any time against the Sellers or the Purchaser Guarantor, whether in connection with the Purchaser Guarantee or otherwise. The Purchaser Guarantor acknowledges that the Purchaser Guarantor will receive substantial direct and may assert as a defense against indirect benefits from the transactions contemplated by this Agreement and that the waivers set forth in this Purchaser Guarantee are knowingly made in contemplation of such benefits and after the advice of counsel. The Purchaser Guarantor irrevocably and unconditionally agrees with the Sellers that if any Claim obligation guaranteed by it under this Section 9.18 12.1 is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Sellers immediately on demand against any limitationcost, defenseloss or liability the Sellers incur as a result of such unenforceability, set off invalidity or counterclaim that the Purchaser could have other than defenses based upon or relating to (a) the Purchaser’s insolvency, bankruptcy or similar inability to pay or perform or (b) the due authorization, execution, delivery, enforceability or validity of this Agreement by or against the Purchaser. Notwithstanding anything herein to the contrary, the amount of Purchaser Guarantor’s obligations under this Agreement shall not exceed $6,800,000. The Purchaser Guarantor’s obligations under this Agreement shall terminate upon the payment of the Additional Payment, if anyillegality.