Common use of Purchaser Guaranty Clause in Contracts

Purchaser Guaranty. Parent does hereby fully, absolutely, unconditionally and irrevocably guaranty the timely payment when due and owing of the payment obligations of Purchaser under (y) Articles II , III , VII and VIII and (z) each Ancillary Agreement to which Purchaser is party, in each case, in the event Purchaser fails to perform its obligations under such Articles or such Ancillary Agreements (collectively, the “Purchaser Obligations”). (i) The obligations of Parent in this Section 6.6(a) are primary and not as surety only, and this guarantee constitutes a guarantee of payment when due and owing, and not merely of collection. Parent expressly waives any legal obligations, duty or necessity for the Seller Representative or any Seller to proceed first against Purchaser or to exhaust any remedy it may have against Purchaser. The obligations of Parent hereunder shall remain in full force and effect until all Purchaser Obligations have been performed in full, without regard to, and shall not be released, discharged or in any way affected to the extent permitted by applicable Law (whether or not Parent shall have any knowledge or notice thereof) by: (1) any waiver, consent, change, extension, or indulgence in respect of any Purchaser Obligation; (2) any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation, dissolution or similar proceeding with respect to Purchaser or Parent; (3) any assignment or other transfer of this Agreement or any Ancillary Agreement by Purchaser; (4) any lien, charge, restriction or encumbrance affecting Purchaser; (5) any sale or other disposition of all or any part of the capital stock or assets of Purchaser; or (6) any payment by Purchaser which is recovered by Purchaser’s trustee in bankruptcy. Parent unconditionally waives, to the extent permitted by applicable Law, notice of any of the matters referred to in this Section 6.6(a), all notices which may be required by statute, rule of law or otherwise to preserve any rights against Parent hereunder, including, without limitation, any demand, proof or notice of nonpayment of any sums payable to satisfy any Purchaser Obligation, any right to the enforcement, assertion or exercise of any right, remedy, power or privilege under or in respect of any of the Purchaser Obligations, any requirement of diligence and any requirement to mitigate the damages resulting from a breach of or default under this Agreement or the Ancillary Agreements by Purchaser. All of the Purchaser Obligations shall conclusively be deemed to have been created, contracted or incurred in reliance upon this guaranty and all dealings between the Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this guaranty. (ii) Parent agrees that the Seller Representative on behalf of the Sellers may at any time and from time to time, either before or after the due date therefor, without notice to or further consent of Parent, extend the time of payment or renew any of the Purchaser Obligations, and may also make any agreement with Purchaser for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification or waiver of the terms thereof or of any agreement between the Sellers and Purchaser or any such other Person, without in any way impairing or affecting the provisions of this Section 6.6(a). (iii) Parent agrees to pay on demand all reasonable fees and out-of-pocket expenses (including the reasonable fees and expenses of one counsel to the Seller Representative and the Sellers) incurred in the enforcement of this Section 6.6(a) against Parent. (iv) This Section 6.6(a) shall remain in full force and effect and be binding upon Parent and its successors and assigns until payment in full of all of the Purchaser Obligations. If any of the present or future Purchaser Obligations are guaranteed by any Persons in addition to Parent, the death, release or discharge, in whole or in part, or the bankruptcy, liquidation or dissolution of one or more of them shall not discharge or affect the liabilities of Parent under this Section 6.6(a). (v) No failure to exercise and no delay in exercising, on the part of the Seller Representative on behalf of the Sellers (or any Seller) any right, remedy, power or privilege provided for in this Section 6.6(a) shall operate as a waiver thereof, nor shall any single or partial exercise by the Seller Representative on behalf of the Sellers (any Seller) of any right, remedy, power or privilege hereunder preclude any other or future exercise of any such right, remedy, power or privilege. Each and every right, remedy, power and privilege granted to the Seller Representative and the Sellers under this Section 6.6(a) or allowed to it by applicable Law shall be cumulative and not exhaustive of any other, and may be exercised by the Seller Representative on behalf of the Sellers from time to time.

Purchaser Guaranty. Parent does (a) Purchaser’s Guarantor hereby fully, absolutely, unconditionally and irrevocably guaranty guarantees, as primary obligor and not merely as surety, to Seller the full, complete and timely payment and performance by Purchaser when due (whether at Closing, termination pursuant to Article VII or otherwise), as applicable, in accordance with this Agreement and owing the other Transaction Agreements of each and every obligation, covenant or agreement, and all of the payment obligations Liabilities, of Purchaser arising under (y) Articles II or in connection with this Agreement and the other Transaction Agreements. In furtherance of the foregoing, III Purchaser’s Guarantor agrees that if Purchaser shall fail to pay in full or perform when due any of such Purchaser’s obligations hereunder, VII Purchaser’s Guarantor shall promptly upon written notice from Seller pay and VIII perform the same, at the place and (z) each Ancillary Agreement to which Purchaser is party, in each case, in the event Purchaser fails manner specified herein, as if it was the principal obligor (provided that the failure or delay by Seller to perform its provide such notice shall not reduce or otherwise extinguish Purchaser’s Guarantor’s obligations under such Articles or such Ancillary Agreements (collectively, the “Purchaser Obligations”hereunder). (i) . The obligations of Parent guarantee by Purchaser’s Guarantor set forth in this Section 6.6(a) are primary 10.14 is a continuing and absolute guarantee and will not as surety onlybe discharged, and will remain in full force and effect, until the full payment and performance of each and every obligation, covenant or agreement, and all of the Liabilities, of Purchaser arising under or in connection with this guarantee constitutes Agreement and the other Transaction Agreements. This is a guarantee of payment and performance when and as due and owing, and not merely of collection. Parent expressly waives any legal obligations. (b) Purchaser’s Guarantor hereby agrees that its obligations and Liabilities under this Section 10.14 shall not be released, duty diminished, impaired, reduced or necessity for the Seller Representative or any Seller to proceed first against Purchaser or to exhaust any remedy it may have against Purchaser. The obligations of Parent hereunder adversely affected by, shall remain in full force and effect until all Purchaser Obligations have been performed in full, without regard to, and shall not be releasedwaives any and all defenses, discharged claims and rights it might otherwise have (now or in any way affected the future) with respect to the extent permitted by applicable Law or in connection with (whether or not Parent shall have any Purchaser’s Guarantor has knowledge or notice thereof) by: ): (1i) any waiverrequirement to provide notice or proof of demand, consentprotest, changedishonor, non-payment, non-performance, breach or default by Purchaser (except the written notice required by clause (a) above), (ii) as a result of or in connection with any renewal, extension, increase, modification, alteration, waiver, release, compromise or indulgence restructuring of all or any part of the obligations or Liabilities of Purchaser hereunder or under any other Transaction Agreement, (iii) as a result of or in connection with any change, reorganization, termination, suspension or lapse of corporate existence, structure, ownership or organization of Purchaser and any corresponding restructuring of the obligations or Liabilities of Purchaser hereunder or under any Transaction Agreement, (iv) the existence of any claim, set-off or other right that Purchaser’s Guarantor may have against Purchaser, Seller or any other Person at any time, (v) any full or partial release of Purchaser’s obligations and Liabilities hereunder or under any other Transaction Agreement, or any part thereof or any settlement, compromise, subordination or discharge thereof, or acceptance or refusal of any offer of payment or performance with respect to, or any substitutions for, such obligations and Liabilities, (vi) any failure, omission or delay in enforcement (by agreement or otherwise), or the stay or enjoining (by court order, operation of law or otherwise) of the exercise of enforcement, of any claim or demand or any right, power or remedy (whether arising under this Agreement, any other Transaction Agreement, at law, in equity, or otherwise) with respect to Purchaser’s obligations and Liabilities hereunder or under any other Transaction Agreement or any guarantee or surety obligation relating thereto, (vii) the validity or enforceability of any provision of this Agreement, any other Transaction Agreement, Purchaser’s obligations and Liabilities hereunder or thereunder, or any guarantee, surety obligation or right of offset with respect thereto at any time or from time to time held by Purchaser’s Guarantor, (viii) any assignment of all or any portion of the Purchaser’s rights under this Agreement, or any delegation of all or any portion of the Purchaser’s obligations under this Agreement to any other Person or (ix) any other circumstances whatsoever which may or might in any manner, or to any extent, vary the risk of Purchaser’s Guarantor as an obligor in respect of the obligations or Liabilities of Purchaser hereunder or under any Purchaser Obligation; (2) any bankruptcyTransaction Agreements or which constitutes, insolvencyor might be construed to constitute, reorganization, arrangement, readjustment, composition, liquidation, dissolution an equitable or similar proceeding with respect to legal discharge of Purchaser or Parent; (3) Purchaser’s Guarantor for such obligations and Liabilities, whether in an insolvency or liquidation proceeding or any assignment other instance, and any other defenses or rights available to a guarantor, primary obligor or other transfer surety (other than payment and performance in full of Purchaser’s obligations and Liabilities hereunder and under the other Transaction Agreements), including failure of consideration, breach of warranty, statute of frauds, statute of limitations, accord and satisfaction or usury. (c) Purchaser’s Guarantor’s obligations and Liabilities under this Section 10.14 shall in no way be impaired, affected, reduced or released by reason of the failure or delay by Seller or any other Person in pursuing any remedies or recourse against Purchaser, and Seller shall not be required, in order to enforce the obligations and Liabilities of Purchaser’s Guarantor under this Section 10.14 to (i) collect from or otherwise first institute suit or exhaust its remedies against Purchaser or any other Person, (ii) join Purchaser or any other Person in any action seeking to enforce this Agreement or any other Transaction Agreement, (iii) resort to any other means of obtaining payment or performance of the obligations and Liabilities of Purchaser hereunder or under any other Transaction Agreement or (iv) take any action to reduce, collect or enforce the obligations and Liabilities of Purchaser when due or required to be performed under this Agreement or any other Transaction Agreement, as applicable. (d) Notwithstanding anything to the contrary in this Section 10.14, Purchaser’s Guarantor shall have and may assert against any of its obligations or Liabilities under this Section 10.14, and Purchaser’s Guarantor’s obligations and Liabilities under this Section 10.14 shall be subject to, any claim, right, power, remedy or defense of any kind that Purchaser may have or may assert under this Agreement or any other Transaction Agreement, as applicable, other than: (i) lack of validity or enforceability of this Agreement or any Ancillary other applicable Transaction Agreement by against Purchaser arising from Purchaser; ’s defective formation or incorporation or lack of qualification to do business in any applicable jurisdiction, (4ii) Purchaser’s lack of corporate, partnership or company authority to enter into or perform this Agreement, any lienother Transaction Agreement or the due execution and delivery thereto or (iii) the termination of existence, chargedissolution, restriction liquidation, insolvency, bankruptcy, receivership or encumbrance affecting other reorganization of Purchaser; (5) , and any defenses arising from the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or any part of substantially all the capital stock or assets of Purchaser; Purchaser or any other Person or the marshaling of assets and Liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors or readjustment of, or other similar proceedings or any other inability to pay or perform affecting Purchaser or any other Person or any of their respective assets. (6e) any payment by Purchaser which is recovered by Purchaser’s trustee in bankruptcy. Parent unconditionally waives, Guarantor shall be subrogated to the extent permitted by applicable Law, notice all rights of any of the matters referred to in this Section 6.6(a), all notices which may be required by statute, rule of law or otherwise to preserve any rights Seller against Parent hereunder, including, without limitation, any demand, proof or notice of nonpayment of any sums payable to satisfy any Purchaser Obligation, any right to the enforcement, assertion or exercise of any right, remedy, power or privilege under or in respect of any of the Purchaser Obligations, any requirement of diligence and any requirement to mitigate the damages resulting from a breach of or default under this Agreement or the Ancillary Agreements amounts paid by Purchaser. All of the Purchaser Obligations shall conclusively be deemed ’s Guarantor pursuant to have been created, contracted or incurred in reliance upon this guaranty and all dealings between the Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this guaranty. (ii) Parent agrees that the Seller Representative on behalf of the Sellers may at any time and from time to time, either before or after the due date therefor, without notice to or further consent of Parent, extend the time of payment or renew any of the Purchaser Obligations, and may also make any agreement with Purchaser for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification or waiver of the terms thereof or of any agreement between the Sellers and Purchaser or any such other Person, without in any way impairing or affecting the provisions of this Section 6.6(a)10.14; provided, however, that Purchaser’s Guarantor hereby postpones all rights of subrogation, reimbursement, indemnity and recourse (including any statutory rights of subrogation under Section 509 of the Bankruptcy Code, 11 U.S.C. § 509, or otherwise) until such a time as the obligations or Liabilities of Purchaser under this Agreement and any other Transaction Agreement are paid, performed or otherwise satisfied in full. The Seller shall have no duty whatsoever to warrant, ensure or protect any such right of subrogation. (iiif) Parent agrees Unless so terminated earlier, the guarantee by Purchaser’s Guarantor set forth in this Section 10.14 shall immediately and automatically terminate upon the full payment and performance of all obligations and Liabilities required to pay on demand all reasonable fees be paid and out-of-pocket expenses (including the reasonable fees and expenses of one counsel performed by Purchaser pursuant to the Seller Representative terms of this Agreement and the Sellers) incurred other Transaction Agreements; provided, however, that in the enforcement event that any payment to Seller in respect of the obligations and Liabilities guaranteed by Purchaser’s Guarantor pursuant to this Section 6.6(a) against Parent. (iv) This Section 6.6(a) 10.14 is forfeited, reclaimed, rescinded or must otherwise be returned for any reason whatsoever, Purchaser’s Guarantor shall remain in full force and effect and be binding upon Parent and its successors and assigns until payment in full of all of the Purchaser Obligations. If any of the present or future Purchaser Obligations are guaranteed by any Persons in addition to Parent, the death, release or discharge, in whole or in part, or the bankruptcy, liquidation or dissolution of one or more of them shall not discharge or affect the liabilities of Parent liable under this Section 6.6(a)10.14 with respect to such payment as if such payment had not been made. (v) No failure to exercise and no delay in exercising, on the part of the Seller Representative on behalf of the Sellers (or any Seller) any right, remedy, power or privilege provided for in this Section 6.6(a) shall operate as a waiver thereof, nor shall any single or partial exercise by the Seller Representative on behalf of the Sellers (any Seller) of any right, remedy, power or privilege hereunder preclude any other or future exercise of any such right, remedy, power or privilege. Each and every right, remedy, power and privilege granted to the Seller Representative and the Sellers under this Section 6.6(a) or allowed to it by applicable Law shall be cumulative and not exhaustive of any other, and may be exercised by the Seller Representative on behalf of the Sellers from time to time.

Purchaser Guaranty. Parent does (a) Guarantor hereby fully, absolutely, unconditionally and irrevocably guaranty the timely payment when due and owing of the payment obligations of Purchaser under guarantees (y) Articles II , III , VII and VIII and (z) each Ancillary Agreement to which Purchaser is party, in each case, in the event Purchaser fails to perform its obligations under such Articles or such Ancillary Agreements (collectively, the “Purchaser Guaranty”) by way of an independent obligation to the Hatteras Sellers, the due and punctual observance, performance and/or discharge of payment by Purchaser of (i) Purchaser’s obligations under Article III (whether prior to or after the Closing Date), (ii) any damages caused by a breach of this Agreement by Purchaser from the date of this Agreement to an including the Closing Date, and (iii) any obligations of the Purchaser and its successors and assigns under the Post-Closing Performance Bonus Plan, when and as the same shall arise and become due and payable in accordance with the terms of and subject to the conditions contained in this Agreement (the “Guaranteed Obligations”). (ib) The obligations This is a guaranty of Parent in this Section 6.6(a) are primary and not as surety onlypayment, and this guarantee constitutes a guarantee of payment when due and owing, and not merely of collection. Parent expressly waives If for any legal obligationsreason whatsoever Purchaser shall fail or be unable to perform or comply with the Guaranteed Obligations, duty or necessity for Guarantor will promptly upon receipt of notice thereof from Sellers’ Representative forthwith perform the Seller Representative or any Seller to proceed first against Purchaser or to exhaust any remedy it may have against Purchaser. Guaranteed Obligation then obligated. (c) The obligations of Parent hereunder shall remain in full force Guarantor hereby represents and effect until all Purchaser Obligations have been performed in full, without regard to, and shall not be released, discharged or in any way affected warrants to the extent permitted by applicable Law (whether or not Parent shall have any knowledge or notice thereof) by: (1) any waiverHatteras Sellers, consent, change, extension, or indulgence in respect both as of any Purchaser Obligation; (2) any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation, dissolution or similar proceeding with respect to Purchaser or Parent; (3) any assignment or other transfer the date of this Agreement or any Ancillary Agreement by Purchaser; (4) any lien, charge, restriction or encumbrance affecting Purchaser; (5) any sale or other disposition of all or any part and as of the capital stock or assets Closing Date, each of Purchaser; or (6) any payment the representations and warranties made by Purchaser which is recovered by Purchaser’s trustee in bankruptcy. Parent unconditionally waivesSections 5.1, to the extent permitted by applicable Law5.2, 5.3, 5.5 and 5.7 of this Agreement, mutatis mutandis, substituting Guarantor for Purchaser each place it appears therein. (d) Guarantor waives any and all notice of any the creation, renewal, extension or accrual of the matters referred to in this Section 6.6(a), all notices which may be required by statute, rule of law or otherwise to preserve any rights against Parent hereunder, including, without limitation, any demand, proof or notice of nonpayment of any sums payable to satisfy any Purchaser Obligation, any right to the enforcement, assertion or exercise of any right, remedy, power or privilege under or in respect of any of the Purchaser Guaranteed Obligations, any requirement of diligence defenses (other than those that may be available to Purchaser under this Agreement) and any requirement to mitigate the damages resulting from a breach notice of or default under proof of reliance by the Hatteras Sellers upon this Agreement Purchaser Guaranty or the Ancillary Agreements by Purchaseracceptance of this Purchaser Guaranty. All of the Purchaser Obligations The Guaranteed Obligation shall conclusively be deemed to have been created, contracted or incurred incurred, or renewed, extended, amended or waived, in reliance upon this guaranty and all Purchaser Guaranty. All dealings between Purchaser and the Parties Hatteras Sellers shall likewise be conclusively presumed to have been had or consummated in reliance upon this guaranty. Purchaser Guaranty. Guarantor agrees that (i) any notice provided under this Agreement (including any demand for payment or notice of default or non-payment) to Purchaser shall be deemed to constitute notice to Guarantor for purposes hereof and (ii) Parent agrees that the Seller Representative on behalf any knowledge of the Sellers may at any time and from time to time, either before or after the due date therefor, without notice to or further consent of Parent, extend the time of payment or renew any of the Purchaser Obligations, and may also make any agreement with Purchaser for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification or waiver of the terms thereof or of any agreement between the Sellers and Purchaser or any such other Person, without in any way impairing or affecting the provisions of this Section 6.6(a). (iii) Parent agrees to pay on demand all reasonable fees and out-of-pocket expenses (including the reasonable fees and expenses of one counsel to the Seller Representative and the Sellers) incurred in the enforcement of this Section 6.6(a) against Parent. (iv) This Section 6.6(a) shall remain in full force and effect and be binding upon Parent and its successors and assigns until payment in full of all of the Purchaser Obligations. If any of the present or future Purchaser Obligations are guaranteed by any Persons in addition to Parent, the death, release or discharge, in whole or in part, or the bankruptcy, liquidation or dissolution of one or more of them shall not discharge or affect the liabilities of Parent under this Section 6.6(a). (v) No failure to exercise and no delay in exercising, on the part of the Seller Representative on behalf of the Sellers (or any Seller) any right, remedy, power or privilege provided for in this Section 6.6(a) shall operate as a waiver thereof, nor shall any single or partial exercise by the Seller Representative on behalf of the Sellers (any Seller) of any right, remedy, power or privilege hereunder preclude any other or future exercise of any such right, remedy, power or privilege. Each and every right, remedy, power and privilege granted to the Seller Representative and the Sellers under this Section 6.6(a) or allowed to it by applicable Law shall be cumulative and not exhaustive deemed knowledge of any other, and may be exercised by the Seller Representative on behalf of the Sellers from time to timeGuarantor for purposes hereof.

Purchaser Guaranty. Parent does (a) Purchaser Guarantor hereby fullyirrevocably and unconditionally guarantees to Seller, absolutelythe performance, unconditionally if and irrevocably guaranty when due, of Purchaser’s obligation to pay the timely payment when due Base Cash Consideration at the Closing on the terms and owing of subject to the payment obligations of conditions contained herein. Purchaser under (y) Articles II , III , VII and VIII and (z) each Ancillary Agreement to which Guarantor shall cause Purchaser is party, in each case, in the event Purchaser fails to perform all of its agreement, covenants and obligations under this Agreement on a timely basis. Purchaser Guarantor hereby waives diligence, presentment, demand of performance, filing of any claim, any right to require any proceeding first against Purchaser, protest, notice and all demands whatsoever in connection with the performance of its obligations under such Articles set forth in this Section 2.12 or such Ancillary Agreements (collectively, the “Purchaser Obligations”)elsewhere in this Agreement. (b) Purchaser Guarantor hereby represents and warrants to Seller that (i) The the execution, delivery and performance by Purchaser Guarantor of this Agreement are within Purchaser Guarantor’s legal right, power and authority, (ii) no other action on the part of Purchaser Guarantor is necessary to authorize the execution and delivery of this Agreement or the performance of its obligations hereunder, (iii) this Agreement has been duly executed and delivered by Purchaser Guarantor and constitutes a valid and legally binding obligation of Parent Purchaser Guarantor, enforceable in this Section 6.6(a) are primary accordance with its terms and not as surety onlyconditions, and (iv) the execution and delivery of this guarantee constitutes a guarantee of payment when due and owingAgreement does not, and not merely the consummation of collection. Parent expressly waives any legal obligationsthe transactions contemplated hereby will not, duty or necessity for the Seller Representative or any Seller to proceed first against Purchaser or to exhaust any remedy it may have against Purchaser. The obligations of Parent hereunder shall remain in full force and effect until all Purchaser Obligations have been performed in full, without regard to, and shall not be released, discharged or (A) result in any way affected to the extent permitted by applicable Law (whether or not Parent shall have any knowledge or notice thereof) by: (1) any waiver, consent, change, extension, or indulgence in respect violation of any Purchaser Obligation; (2) any bankruptcyjudgment, insolvencyinjunction, reorganizationruling, arrangementorder, readjustment, composition, liquidation, dissolution charge or similar proceeding decree entered with respect to Purchaser Guarantor, (B) result in any violation of any Law, license or Parent; permit applicable to Purchaser Guarantor, (3C) require any assignment authorization, consent, approval, exemption or other transfer action of this Agreement or any Ancillary Agreement by Purchaser; (4) any lienor notice declaration to, charge, restriction or encumbrance affecting Purchaser; (5) any sale or other disposition of all or any part of the capital stock or assets of Purchaser; or (6) any payment by Purchaser which is recovered by Purchaser’s trustee in bankruptcy. Parent unconditionally waives, to the extent permitted by applicable Law, notice of any of the matters referred to in this Section 6.6(a), all notices which may be required by statute, rule of law or otherwise to preserve any rights against Parent hereunder, including, without limitationfiling with, any demand, proof Governmental Authority or notice of nonpayment of any sums payable to satisfy any Purchaser Obligation, any right to the enforcement, assertion or exercise of any right, remedy, power or privilege under or in respect of any of the Purchaser Obligations, any requirement of diligence and any requirement to mitigate the damages resulting from a breach of or default under this Agreement or the Ancillary Agreements by Purchaser. All of the Purchaser Obligations shall conclusively be deemed to have been created, contracted or incurred in reliance upon this guaranty and all dealings between the Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this guaranty. (ii) Parent agrees that the Seller Representative on behalf of the Sellers may at any time and from time to time, either before or after the due date therefor, without notice to or further consent of Parent, extend the time of payment or renew any of the Purchaser Obligations, and may also make any agreement with Purchaser for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification or waiver of the terms thereof or of any agreement between the Sellers and Purchaser or any such other Person, without in or (D) provide any way impairing Governmental Authority or affecting other Person the provisions of this Section 6.6(a)right to withdraw, revoke, suspend, cancel, terminate or modify any consent, contract, agreement, credit agreement, license, permit, waiver or other authorization issued or originated previously. (iii) Parent agrees to pay on demand all reasonable fees and out-of-pocket expenses (including the reasonable fees and expenses of one counsel to the Seller Representative and the Sellers) incurred in the enforcement of this Section 6.6(a) against Parent. (iv) This Section 6.6(a) shall remain in full force and effect and be binding upon Parent and its successors and assigns until payment in full of all of the Purchaser Obligations. If any of the present or future Purchaser Obligations are guaranteed by any Persons in addition to Parent, the death, release or discharge, in whole or in part, or the bankruptcy, liquidation or dissolution of one or more of them shall not discharge or affect the liabilities of Parent under this Section 6.6(a). (v) No failure to exercise and no delay in exercising, on the part of the Seller Representative on behalf of the Sellers (or any Seller) any right, remedy, power or privilege provided for in this Section 6.6(a) shall operate as a waiver thereof, nor shall any single or partial exercise by the Seller Representative on behalf of the Sellers (any Seller) of any right, remedy, power or privilege hereunder preclude any other or future exercise of any such right, remedy, power or privilege. Each and every right, remedy, power and privilege granted to the Seller Representative and the Sellers under this Section 6.6(a) or allowed to it by applicable Law shall be cumulative and not exhaustive of any other, and may be exercised by the Seller Representative on behalf of the Sellers from time to time.

Purchaser Guaranty. Parent does (a) In consideration of Seller agreeing to enter into this Agreement and the Transaction Documents to which Seller (or its Subsidiaries) is a party, Purchaser Guarantor hereby fully, absolutely, unconditionally and irrevocably guaranty guarantees to Seller, the full and timely payment when due and owing performance of the payment obligations all covenants, obligations, liabilities and agreements of Purchaser under (y) Articles II this Agreement and/or the Transaction Documents, III , VII including the payment of the Final Purchase Price and VIII and (z) each Ancillary Agreement to which Purchaser is partyperformance of Purchaser’s indemnity obligations, in each casecase in accordance with the terms of this Agreement and the Transaction Documents, in the event Purchaser fails to perform its obligations under such Articles or such Ancillary Agreements as applicable (collectively, the “Purchaser Guaranteed Obligations”). Seller will first look to Purchaser with respect to the performance of the Guaranteed Obligations before seeking recourse against Purchaser Guarantor pursuant to this Section 11.15; provided, however, that Seller will not be obligated to file any claim relating to any Guaranteed Obligation in the event that Purchaser becomes subject to a bankruptcy, reorganization or similar Proceeding. With respect to the performance of any Guaranteed Obligations (other than payment of the Closing Purchase Price), before seeking recourse against Purchaser Guarantor pursuant to this Section 11.15, Seller shall notify Purchaser in writing of the need to perform such Guaranteed Obligations and provide Purchaser with ten (10) days to perform any such Guaranteed Obligations that are payment obligations and thirty (30) days to perform any other Guaranteed Obligations; provided, however, that Seller will not be obligated to file any claim relating to any Guaranteed Obligation in the event that Purchaser becomes subject to a bankruptcy, reorganization or similar Proceeding. (b) This guaranty is an absolute, unconditional and continuing guaranty of payment and performance and not of collectability, and is to remain in force until all obligations of Purchaser under this Agreement and the Transaction Documents shall have been performed or satisfied in full, notwithstanding the winding-up, liquidation, dissolution or other incapacity of Purchaser or any change in the status, control or ownership of Purchaser. The liability of Purchaser Guarantor under this Agreement shall not be released or diminished by any variation of the terms of this Agreement or the Transaction Documents (whether or not agreed by Purchaser Guarantor), any forbearance, neglect or delay in seeking performance of the obligations hereby imposed or any granting of time for such performance. Purchaser Guarantor waives promptness, diligence, presentment, demand, protest, notice of acceptance, notice of any obligations incurred and all other notices of any kind, all defenses which may be available by virtue of any valuation, stay, moratorium Law or other similar Law now or hereafter in effect, any right to require the marshalling of assets of any Person primarily or secondarily liable with respect to any of the Guaranteed Obligations, and all suretyship defenses generally, provided that nothing herein shall constitute a waiver of any rights or defenses of Purchaser or Purchaser Guarantor under the express terms of this Agreement or any Transaction Document. Purchaser Guarantor acknowledges that it will receive substantial benefits from the transactions contemplated by this Agreement and the Transaction Documents and that the waivers set forth in this clause (b) are knowingly made in contemplation of such benefits. Purchaser Guarantor agrees that Seller shall not be required to prosecute collection, enforcement or other remedies against Purchaser or to enforce or resort to any rights or remedies pertaining thereto, before calling on Purchaser Guarantor for payment or performance. This guarantee is in addition to, without limiting and not in substitution for, any rights or security which Seller may now or after the date hereof have or hold for the obligations of Purchaser under this Agreement. (c) Notwithstanding anything to the contrary in this Section 11.15, in the event of an Earn-Out Product Transaction, Purchaser Guarantor’s obligations under this Section 11.15 with respect to the Guaranteed Obligations in Section 2.13 for the applicable Earn-Out Product to be paid or performed on or after the date of such Earn-Out Product Transaction shall automatically terminate. (d) Purchaser Guarantor represents and warrants to Seller that: (i) it is a company validly existing under the Laws of the France; (ii) it has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery by Purchaser Guarantor of this Agreement and the performance by Purchaser Guarantor of its obligations hereunder, have been, or will have been as of Parent in the Closing, duly authorized by all requisite corporate or comparable action. This Agreement has been duly executed and delivered by Purchaser Guarantor and, assuming this Section 6.6(a) are primary Agreement has been duly executed and not as surety onlydelivered by each other Party, and this guarantee constitutes a guarantee valid and binding obligation of payment when due and owingPurchaser Guarantor, and not merely of collection. Parent expressly waives any legal obligations, duty or necessity for the Seller Representative or any Seller to proceed first enforceable against Purchaser or to exhaust any remedy it Guarantor in accordance with its terms, except as enforcement may have against Purchaser. The obligations of Parent hereunder shall remain in full force and effect until all Purchaser Obligations have been performed in full, without regard to, and shall not be released, discharged or in any way affected to the extent permitted limited by applicable Law (whether or not Parent shall have any knowledge or notice thereof) by: (1) any waiver, consent, change, extension, or indulgence in respect of any Purchaser Obligation; (2) any bankruptcy, insolvency, reorganization, arrangementfraudulent conveyance, readjustment, composition, liquidation, dissolution moratorium or similar proceeding with respect to Purchaser Laws affecting creditors’ rights generally or Parentby general principles of equity (regardless of whether enforcement is sought in a Proceeding in equity or law); and (3iii) any assignment or other transfer the execution, delivery and performance of this Agreement by Purchaser Guarantor does not require any Approval of, or Filing with, any Ancillary Governmental Entity, except for any Approvals or Filings, the failure to make or obtain of which would not prevent or materially impair, individually or in the aggregate, the ability of Purchaser Guarantor to comply with the provisions of this Agreement. The execution, delivery and performance of this Agreement by Purchaser; (4) any lien, charge, restriction or encumbrance affecting Purchaser; (5) any sale or other disposition of all or any part Purchaser Guarantor and the consummation of the capital stock or assets of Purchaser; or (6) any payment transactions contemplated hereby by Purchaser which is recovered by Purchaser’s trustee Guarantor do not and will not, directly or indirectly, (A) violate, breach or conflict with any provision of the organizational documents of Purchaser Guarantor, (B) conflict with, constitute a default under, or result in bankruptcy. Parent unconditionally waivesthe breach or violation of, or give rise to any right of termination, cancellation, modification or acceleration (with or without the extent permitted by applicable Law, giving of notice or the lapse of time or both) of any right or obligation of the matters referred to Purchaser Guarantor under, or result in this Section 6.6(a), all notices which may be required by statute, rule a loss of law or otherwise to preserve any rights against Parent hereunder, including, without limitationbenefit of Purchaser Guarantor under, any demandmaterial Contract to which Purchaser Guarantor is a party or is subject, proof and (C) violate or notice of nonpayment of any sums payable to satisfy any Purchaser Obligation, any right to the enforcement, assertion or exercise of any right, remedy, power or privilege under or result in respect of any of the Purchaser Obligations, any requirement of diligence and any requirement to mitigate the damages resulting from a breach of or constitute a default under this Agreement any Law or the Ancillary Agreements by Purchaser. All other restriction of the any Governmental Entity to which Purchaser Obligations shall conclusively be deemed Guarantor is subject, except, with respect to have been createdclauses (B) and (C), contracted as would not would not prevent or incurred in reliance upon this guaranty and all dealings between the Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this guaranty. (ii) Parent agrees that the Seller Representative on behalf of the Sellers may at any time and from time to timematerially impair, either before or after the due date therefor, without notice to or further consent of Parent, extend the time of payment or renew any of the Purchaser Obligations, and may also make any agreement with Purchaser for the extension, renewal, payment, compromise, discharge or release thereof, in whole individually or in partthe aggregate, or for any modification or waiver the ability of the terms thereof or of any agreement between the Sellers and Purchaser or any such other Person, without in any way impairing or affecting Guarantor to comply with the provisions of this Section 6.6(a)Agreement. (iii) Parent agrees to pay on demand all reasonable fees and out-of-pocket expenses (including the reasonable fees and expenses of one counsel to the Seller Representative and the Sellers) incurred in the enforcement of this Section 6.6(a) against Parent. (iv) This Section 6.6(a) shall remain in full force and effect and be binding upon Parent and its successors and assigns until payment in full of all of the Purchaser Obligations. If any of the present or future Purchaser Obligations are guaranteed by any Persons in addition to Parent, the death, release or discharge, in whole or in part, or the bankruptcy, liquidation or dissolution of one or more of them shall not discharge or affect the liabilities of Parent under this Section 6.6(a). (v) No failure to exercise and no delay in exercising, on the part of the Seller Representative on behalf of the Sellers (or any Seller) any right, remedy, power or privilege provided for in this Section 6.6(a) shall operate as a waiver thereof, nor shall any single or partial exercise by the Seller Representative on behalf of the Sellers (any Seller) of any right, remedy, power or privilege hereunder preclude any other or future exercise of any such right, remedy, power or privilege. Each and every right, remedy, power and privilege granted to the Seller Representative and the Sellers under this Section 6.6(a) or allowed to it by applicable Law shall be cumulative and not exhaustive of any other, and may be exercised by the Seller Representative on behalf of the Sellers from time to time.