Common use of Purchaser Parent Guarantee Clause in Contracts

Purchaser Parent Guarantee. (a) Purchaser Parent hereby unconditionally, irrevocably and absolutely guarantees to each Seller to make the due and punctual payment of the Deposit and the Purchase Price (collectively, the "Obligations"). The ----------- guarantee under this Section 8.9 is a guarantee of timely payment and ----------- performance of the Obligations and not merely of collection. (b) To the fullest extent permitted by Applicable Law, the obligations of Purchaser Parent hereunder shall remain in full force and effect without regard to, and shall not be affected or impaired by, (i) any change in the organizational structure or ownership of Purchaser or Purchaser Parent or the bankruptcy, insolvency, reorganization, dissolution, liquidation or other similar proceeding relating to Purchaser or any Affiliate or Subsidiary of either Purchaser or Purchaser Parent or (ii) any neglect, delay, omission, failure or refusal of Purchaser or the Seller to take or prosecute any action in connection with this Agreement or any other agreement delivered in connection herewith. In connection with this Section 8.9, Purchaser Parent unconditionally ----------- waives: (i) any right to receive demands, protests, or other notices of any kind or character whatsoever, as the same may pertain to Purchaser, (ii) any right to require any Seller to proceed first against Purchaser or to exhaust any security held by any Seller or to pursue any other remedy, (iii) any defense based upon an election of remedies by any Seller, (iv) any duty of any Seller to advise Purchaser Parent of any information known to such Seller regarding Purchaser or its ability to perform under this Agreement, and (v) all suretyship and other defenses of every kind and nature. (c) The obligations of Purchaser Parent under this Section 8.9 shall ----------- be automatically reinstated if and to the extent that for any reason any payment or other performance by or on behalf of Purchaser in respect of the Obligations are rescinded or must be otherwise restored, and Purchaser Parent agrees that it will indemnify each Seller on demand for all costs and expenses (including reasonable attorneys' fees and expenses) incurred by such Seller in connection with such rescission or restoration. If in connection with the foregoing, any Seller is required to refund part or all of any payment of Purchaser, such payment by such Seller shall not constitute a release of Purchaser Parent from any liability hereunder, and Purchaser Parent's liability hereunder shall be reinstated to the fullest extent allowed under Applicable Law and shall not be construed to be diminished in any manner. (d) This Section 8.9 shall survive the Closing and shall remain in ----------- full force and effect, subject to the provisions of Section 8.9(c). --------------

Purchaser Parent Guarantee. (a) The Purchaser Parent Parents hereby unconditionally, irrevocably and absolutely guarantees covenant with and guarantee to each Seller to make the Sellers and their Affiliates the due and punctual performance and discharge of any and all of the obligations of the Purchaser (and any Purchaser Designee) under this Agreement and the Related Agreements existing on the Effective Date or hereafter of any kind, nature and character whatsoever, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary, including the due and punctual payment of the Deposit Aggregate Purchase Price, any indemnification obligations of the Purchaser (and any Purchaser Designee) hereunder, the Purchase Price obligations under Section 6.14 and any other amounts that the Purchaser (and any Purchaser Designee) is or may become obligated to pay pursuant to this Agreement (collectively, the "Purchaser Obligations"). The ----------- guarantee under this Section 8.9 6.12 is a guarantee of timely payment in full and ----------- performance of the Purchaser Obligations when due and not merely a guarantee of collection. The obligations of the Purchaser Parents under the guarantee in this Section 6.12 are several (and not joint and several) and in respect of any liability under it, IPR shall be responsible for seventy percent (70%) of such liability and Mitsui shall be responsible for thirty percent (30%) of such liability. (b) To the fullest extent permitted by Applicable Law, the obligations of each Purchaser Parent hereunder shall remain in full force and effect without regard to, and shall not be affected or impaired by, (i) any change in the organizational corporate structure or ownership of any Purchaser Party or any Purchaser Parent Designee or the bankruptcy, insolvency, reorganization, dissolution, liquidation or other similar proceeding relating to any Purchaser Party or any Purchaser Designee or any Affiliate or Subsidiary of either any Purchaser Party or any Purchaser Parent Designee or (ii) any neglect, delay, omission, failure or refusal of any Purchaser Party or the any Purchaser Designee or any Seller or its Affiliates to take or prosecute any action in connection with this Agreement or any other agreement delivered in connection herewithRelated Agreement. In connection with this Section 8.96.12, each Purchaser Parent unconditionally ----------- waives: (iA) any right to receive demands, protests, protests or other notices of any kind or character whatsoever, as the same may pertain to Purchaserany Purchaser Party or any Purchaser Designee, (iiB) any right to require any Seller to proceed first against any other Purchaser Party or any Purchaser Designee or to exhaust any security held by any Seller it or to pursue any other remedy, (iiiC) any defense based upon an election of remedies by any Seller, (ivD) any duty of any Seller to advise the Purchaser Parent Parents of any information known to such Seller it regarding any Purchaser Party or Purchaser Designee or its ability to perform under this Agreement or any Related Agreement, and (vE) all suretyship and other defenses of every kind and nature. (c) The obligations of the Purchaser Parent Parents under this Section 8.9 6.12 shall ----------- be automatically reinstated if and to the extent that for any reason any payment or other performance by or on behalf of any Purchaser Party or any Purchaser Designee in respect of the Purchaser Obligations are is rescinded or must be otherwise restored, and each Purchaser Parent agrees that it will indemnify each Seller EME and the other Sellers on demand for all costs and expenses (including reasonable attorneys' attorneys fees and expenses) incurred by such Seller any of them in connection with such rescission or restoration. If in connection with the foregoing, any Seller or its Affiliates is required to refund part or all of any payment of Purchaserany Purchaser Party or any Purchaser Designee, such payment by such Seller any of them shall not constitute a release of any Purchaser Parent from any liability hereunderunder this Section 6.12, and each Purchaser Parent's liability hereunder under this Section 6.12 shall be reinstated to the fullest extent allowed under Applicable Law and shall not be construed to be diminished in any manner. (d) This Section 8.9 6.12 shall survive the Closing and any termination pursuant to Article IX hereof and shall remain in ----------- full force and effect, subject to the provisions of Section 8.9(c6.12(c). --------------.

Purchaser Parent Guarantee. (a) As a material inducement to the willingness of Seller to enter into this Agreement, each Purchaser Parent hereby unconditionally, absolutely and irrevocably (i) agrees to cause the Purchaser to perform all of its obligations hereunder and absolutely (ii) guarantees to each Seller to make the due and punctual payment obligations of the Deposit Purchaser pursuant to ARTICLE 1 and the Purchase Price (collectively, the "Obligations"). The ----------- guarantee under this Section 8.9 is a guarantee of timely payment and ----------- performance of the Obligations and not merely of collectionARTICLE 9 hereto. (b) To the fullest extent permitted by Applicable Law, the obligations of Each Purchaser Parent hereunder shall remain in full force represents and effect without regard to, and shall not be affected or impaired by, warrants to Seller as follows: (i) any change in the organizational structure or ownership of Purchaser or Each Purchaser Parent or is duly organized, validly existing and in good standing under the bankruptcyLaws of its respective jurisdiction of organization, insolvencyand has the full power and authority to own, reorganization, dissolution, liquidation or other similar proceeding relating lease and operate its properties and to Purchaser or any Affiliate or Subsidiary of either Purchaser or Purchaser Parent or carry on its business in all material respects as has been and is currently conducted. (ii) any neglectEach Purchaser Parent has the power and authority necessary to execute, delay, omission, failure or refusal of Purchaser or the Seller to take or prosecute any action in connection with deliver and perform its obligations under this Agreement or any other agreement delivered in connection herewith. In connection with and to consummate the transactions contemplated by this Section 8.9, Purchaser Parent unconditionally ----------- waives: (i) any right to receive demands, protests, or other notices of any kind or character whatsoever, as the same may pertain to Purchaser, (ii) any right to require any Seller to proceed first against Purchaser or to exhaust any security held by any Seller or to pursue any other remedy, 6.7. (iii) any defense based upon an election of remedies by any Seller, (iv) any duty of any Seller to advise Each Purchaser Parent has taken all corporate action required to authorize the execution and delivery of any information known this Agreement by Purchaser Parents and to such Seller regarding authorize the consummation by Purchaser or its ability to perform under Parents of the transactions contemplated by this Section 6.7. Each Purchaser Parent has duly executed and delivered this Agreement, and (vassuming the due authorization, execution and delivery by Seller, Seller Parent and Purchaser, of this Agreement) all suretyship this Section 6.7 constitutes its legal, valid and other defenses binding obligation, enforceable against it in accordance with the terms of every kind and naturethis Agreement), except as enforcement may be limited by the Enforceability Exceptions. (civ) The obligations execution and delivery by Purchaser Parents of this Agreement does not, and the consummation by such Purchaser of the transactions contemplated by this Section 6.7 will not (A) conflict with or violate the organizational documents of any Purchaser Parent (B) constitute or result in a Default, or require any notification or Consent pursuant to, or result in the creation of any Lien (other than Permitted Liens) on any asset of any Purchaser Parent under, any Contract or any Permit to which such Purchaser Parent is a party or by which any of its properties or assets is bound, (C) constitute or result in a Default applicable to any Purchaser Parent or any of its properties or assets or (D) result in the creation of any Lien (other than Permitted Liens), on any of the properties or assets of any Purchaser Parent, in the case of each of clauses (B), (C) and (D), other than any such items that, individually or in the aggregate, are not reasonably expected to materially affect the ability of such Purchaser Parent to perform its obligations under this Section 8.9 shall ----------- be automatically reinstated if and to the extent that for any reason any payment or other performance by or on behalf of Purchaser in respect of the Obligations are rescinded or must be otherwise restored, and Purchaser Parent agrees that it will indemnify each Seller on demand for all costs and expenses (including reasonable attorneys' fees and expenses) incurred by such Seller in connection with such rescission or restoration. If in connection with the foregoing, any Seller is required to refund part or all of any payment of Purchaser, such payment by such Seller shall not constitute a release of Purchaser Parent from any liability hereunder, and Purchaser Parent's liability hereunder shall be reinstated to the fullest extent allowed under Applicable Law and shall not be construed to be diminished in any manner6.7. (d) This Section 8.9 shall survive the Closing and shall remain in ----------- full force and effect, subject to the provisions of Section 8.9(c). --------------

Purchaser Parent Guarantee. (a) The Purchaser Parent hereby unconditionallyabsolutely, unconditionally and irrevocably and absolutely guarantees to each Seller to make the due and punctual payment guarantees, as a direct obligation, in favour of the Deposit Vendor the full and timely performance, observance and payment by the Purchaser of each and every covenant, agreement, undertaking, representation, warranty, indemnity and obligation of the Purchaser contained in this Agreement (the “Purchaser Obligations”), including but not limited to the obligation of the Purchaser to pay the Base Price when required pursuant to Section 2.3, the AMT Receivable when required to be paid pursuant to Section 2.4 and any adjustment to the Purchase Price (collectively, required to be paid by the "Obligations"). The ----------- guarantee under this Purchaser in accordance with Section 8.9 is a guarantee of timely payment and ----------- performance of the Obligations and not merely of collection2.5. (b) To the fullest extent permitted by Applicable LawSubject to Section 8.5, the obligations liability of the Purchaser Parent hereunder under this Section 4.8 shall remain in full force be absolute and effect without regard to, unconditional and shall not be affected or impaired by, in effect irrespective of: (i) any failure, neglect or omission on the part of the Vendor to realize upon any obligations or liabilities of the Purchaser; (ii) any amalgamation, merger or reorganization of the Purchaser in which event the guarantee of the Purchaser Parent in Section 4.8(a) shall apply to the entity resulting therefrom; (iii) any change in the organizational structure name, share capital or ownership constating documents of Purchaser or Purchaser Parent or the bankruptcy, insolvency, reorganization, dissolution, liquidation or other similar proceeding relating to Purchaser or any Affiliate or Subsidiary of either Purchaser or Purchaser Parent or (ii) any neglect, delay, omission, failure or refusal of Purchaser or the Seller to take or prosecute any action in connection with this Agreement or any other agreement delivered in connection herewith. In connection with this Section 8.9, Purchaser Parent unconditionally ----------- waives: (i) any right to receive demands, protests, or other notices of any kind or character whatsoever, as the same may pertain to Purchaser, (ii) any right to require any Seller to proceed first against Purchaser or to exhaust any security held by any Seller or to pursue any other remedy, (iii) any defense based upon an election of remedies by any Seller, ; (iv) any duty amalgamation, merger or reorganization of the Purchaser Parent; (v) any sale, lease or transfer of the assets of the Purchaser or the Purchaser Parent; (vi) any change in the ownership of any Seller to advise Purchaser Parent shares in the capital of any information known to such Seller regarding the Purchaser or its ability to perform under the Purchaser Parent; (vii) any amendment or modification of this Agreement, or waiver of any of its terms; (viii) the assignment by the Vendor of this Agreement in accordance with terms hereof in which event the guarantee of the Purchaser Parent shall be in favour of the assignee of the Vendor; (ix) any other occurrence or circumstances whatsoever similar to the foregoing; or (x) to the extent permitted by applicable Law, any other circumstances which might otherwise constitute a defence available to, or a discharge of, the Purchaser Parent in respect of its guarantee and (v) all suretyship and other defenses which do not constitute a defence available to, or a discharge of, the Purchaser in respect of every kind and naturethe Purchaser Obligations. (c) The obligations and liabilities of the Purchaser Parent under this Section 8.9 shall ----------- be automatically reinstated if and to the extent that for any reason any payment or other performance by or on behalf of Purchaser in respect of the Obligations are rescinded or must be otherwise restored, and Purchaser Parent agrees that it will indemnify each Seller on demand for all costs and expenses (including reasonable attorneys' fees and expenses) incurred by such Seller in connection with such rescission or restoration. If in connection with the foregoing, any Seller is required to refund part or all of any payment of Purchaser, such payment by such Seller shall not constitute a release of Purchaser Parent from any liability hereunder, and Purchaser Parent's liability hereunder shall be reinstated to the fullest extent allowed under Applicable Law and shall not be construed impaired, diminished, abated or otherwise affected by the commencement by or against the Purchaser or the Purchaser Parent of any proceedings under any bankruptcy or insolvency law or laws relating to be diminished in any mannerthe relief of debtors, re-adjustment of indebtedness, reorganization, arrangements, compositions or extensions or other similar laws. (d) This Section 8.9 The Purchaser Parent shall survive promptly (and, in any case, within five Business Days) after demand in writing from the Closing Vendor, without any evidence that the Vendor has demanded that the Purchaser perform, observe or pay any of the Purchaser Obligations or that the Purchaser has failed to do so, perform, observe or pay, or cause the Purchaser to perform, observe or pay, the Purchaser Obligations. If the Vendor makes a demand upon the Purchaser Parent, the Purchaser Parent shall be held and shall remain in ----------- full force and effect, subject bound to the provisions Vendor as a principal debtor in respect of Section 8.9(c)the Purchaser Obligations. --------------The Purchaser Parent shall pay or cause the Purchaser to pay each of the Purchaser Obligations that is a monetary obligation free and clear and without deduction or withholdings of any kind.

Purchaser Parent Guarantee. (a) The Purchaser Parent Parents, jointly and severally, hereby unconditionally, irrevocably and absolutely guarantees covenant with and guarantee to each the Seller to make Parties and their Affiliates the due and punctual performance and discharge of any and all of the obligations of the Purchaser under this Agreement and the Related Agreements existing on the Effective Date or hereafter of any kind, nature and character whatsoever, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary, including the due and punctual payment of the Deposit and the Project Purchase Price due at the Project Closing, any indemnification obligations of the Purchaser hereunder and any other amounts that the Purchaser is or may become obligated to pay pursuant to this Agreement (collectively, the "“Purchaser Obligations"”). The ----------- guarantee under this Section 8.9 6.12 is a guarantee of timely payment in full and ----------- performance of the Obligations Purchaser Obligations, when due, and not merely a guarantee of collection. (b) To the fullest extent permitted by Applicable Law, the obligations of each Purchaser Parent hereunder shall remain in full force and effect without regard to, and shall not be affected or impaired by, (i) any change in the organizational corporate structure or ownership of any Purchaser or Purchaser Parent Party or the bankruptcy, insolvency, reorganization, dissolution, liquidation or other similar proceeding relating to any Purchaser Party or any Affiliate or Subsidiary of either any Purchaser or Purchaser Parent Party or (ii) any neglect, delay, omission, failure or refusal of any Purchaser Party or the any Seller Party or its Affiliates to take or prosecute any action in connection with this Agreement or any other agreement delivered in connection herewithRelated Agreement. In connection with this Section 8.96.12, each Purchaser Parent unconditionally ----------- waives: (iA) any right to receive demands, protests, protests or other notices of any kind or character whatsoever, as the same may pertain to Purchaserany Purchaser Party, (iiB) any right to require any Seller Party to proceed first against any other Purchaser Party or to exhaust any security held by any Seller it or to pursue any other remedy, (iiiC) any defense based upon an election of remedies by any SellerSeller Party, (ivD) any duty of any Seller Party to advise the Purchaser Parent Parents of any information known to such Seller it regarding any Purchaser Party or its ability to perform under this Agreement or any Related Agreement, and (vE) all suretyship and other defenses of every kind and nature. (c) The obligations of the Purchaser Parent Parents under this Section 8.9 6.12 shall ----------- be automatically reinstated if and to the extent that for any reason any payment or other performance by or on behalf of any Purchaser Party in respect of the Purchaser Obligations are is rescinded or must be otherwise restored, and each Purchaser Parent agrees that it will indemnify each EME and the other Seller Parties on demand for all costs and expenses (including reasonable attorneys' attorneys fees and expenses) incurred by such Seller any of them in connection with such rescission or restoration. If in connection with the foregoing, any Seller Party or its Affiliates is required to refund part or all of any payment of Purchaserany Purchaser Party, such payment by such Seller any of them shall not constitute a release of any Purchaser Parent from any liability hereunderunder this Section 6.12, and each Purchaser Parent's ’s liability hereunder under this Section 6.12 shall be reinstated to the fullest extent allowed under Applicable Law and shall not be construed to be diminished in any manner. (d) This Section 8.9 6.12 shall survive the Project Closing and any termination pursuant to Article IX hereof and shall remain in ----------- full force and effect, subject to the provisions of Section 8.9(c6.12(c). --------------.

Purchaser Parent Guarantee. (a) In consideration of, and as an inducement to each Seller entering into this Agreement and performing its respective obligations hereunder, the Purchaser Parent Guarantor hereby unconditionallyirrevocably, irrevocably absolutely and absolutely unconditionally guarantees to each Seller to make the due full performance and punctual payment by the Purchaser of the Deposit covenants, obligations, monetary or otherwise, and undertakings of the Purchaser pursuant to or otherwise in connection with this Agreement and the Purchase Price Transaction Documents, and the consummation of the Transactions (collectivelythe “Purchaser Guaranteed Obligations”). Any breach of, or other failure to perform, any representation, warranty, covenant, obligation, agreement or undertaking of the Purchaser shall also be deemed to be a breach or failure to perform by the Purchaser Guarantor, and each Seller shall have the right, exercisable in its sole discretion, to pursue any and all available remedies it may have arising out of any such breach or nonperformance directly against either or both of the Purchaser and the Purchaser Guarantor in the first instance. In this respect, for the avoidance of doubt, the "Obligations")Purchaser Guarantor confirms that it is bound by the provisions of Section 10.11 and Section 10.12 as if it were a “party” therein, including but not limited to its agreement to have the Purchaser Guaranteed Obligations submitted to arbitration as part of any Dispute between the Sellers, the Company and the Purchaser. The ----------- This guarantee under this Section 8.9 is a guarantee of timely payment and ----------- performance of the Obligations and not merely exclusively of collection. . Without limiting any defenses that would be available to the Purchaser Guarantor if it were a direct obligor hereunder or any defenses that the Purchaser has hereunder, (ba) To to the fullest extent permitted by Applicable Law, the obligations Purchaser Guarantor hereby expressly waives any and all rights or defenses arising by reason of any Law that would otherwise require any election of remedies by the Sellers and (b) the Purchaser Parent hereunder shall remain in full force Guarantor waives promptness, diligence, notice of the acceptance of this guaranty and effect without regard toof the Purchaser Guaranteed Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and shall not be affected or impaired byprotest, (i) notice of any change in the organizational structure or ownership of Purchaser or Purchaser Parent or the bankruptcy, insolvency, reorganization, dissolution, liquidation or other similar proceeding relating to Purchaser or any Affiliate or Subsidiary of either Purchaser or Purchaser Parent or (ii) any neglect, delay, omission, failure or refusal of Purchaser or the Seller to take or prosecute any action in connection with this Agreement or any other agreement delivered in connection herewith. In connection with this Section 8.9, Purchaser Parent unconditionally ----------- waives: (i) any right to receive demands, protests, or Guaranteed Obligations incurred and all other notices of any kind kind, all defenses which may be available by virtue of any valuation, stay, moratorium law or character whatsoeverother similar law now or hereafter in effect, as the same may pertain to Purchaser, (ii) any right to require any Seller to proceed first against Purchaser or to exhaust any security held by any Seller or to pursue any other remedy, (iii) any defense based upon an election the marshalling of remedies by any Seller, (iv) any duty assets of any Seller to advise Purchaser Parent of any information known to such Seller regarding Purchaser or its ability to perform under this Agreementthe Purchaser, and (v) all suretyship and other defenses of every kind and nature. (c) generally. The obligations of Purchaser Parent under this Section 8.9 shall ----------- be automatically reinstated if and to the extent that for any reason any payment or other performance by or on behalf of Purchaser in respect of the Obligations are rescinded or must be otherwise restored, and Purchaser Parent agrees Guarantor acknowledges that it will indemnify each Seller on demand for all costs receive substantial direct and expenses (including reasonable attorneys' fees indirect benefits from the Transactions and expenses) incurred by that the waivers set forth in this Section 10.14 are knowingly made in contemplation of such Seller in connection with such rescission or restoration. If in connection with the foregoing, any Seller is required to refund part or all of any payment of Purchaser, such payment by such Seller shall not constitute a release of Purchaser Parent from any liability hereunder, and Purchaser Parent's liability hereunder shall be reinstated to the fullest extent allowed under Applicable Law and shall not be construed to be diminished in any mannerbenefits. (d) This Section 8.9 shall survive the Closing and shall remain in ----------- full force and effect, subject to the provisions of Section 8.9(c). --------------

Purchaser Parent Guarantee. (a) From and after the Closing Date, Purchaser Parent Parent, as a primary obligor and not as surety, hereby unconditionallyabsolutely, unconditionally and irrevocably and absolutely guarantees to each Seller to make the due complete and punctual prompt payment (and not of the Deposit collection) and performance of, and compliance by Purchaser of all Purchaser’s obligations under this Agreement and the Purchase Price Ancillary Agreements, including the payment obligations of Purchaser set forth in Section 3.3 and Article 9 (collectively, the "Guaranteed Purchaser Obligations"). The ----------- guarantee under this Section 8.9 is a guarantee of timely payment and ----------- performance of the Obligations and not merely of collection. (b) To Purchaser Parent guarantees that the fullest extent permitted by Applicable Law, Guaranteed Purchaser Obligations will be satisfied strictly in accordance with the terms of this Agreement. The liabilities and obligations of Purchaser Parent hereunder under or in respect of this Section 13.2 are independent of any liabilities or obligations of Purchaser under or in respect of this Agreement, and a separate action or actions may be brought and prosecuted against Purchaser Parent to enforce its obligations under this Section 13.2, irrespective of whether any action is brought against Purchaser or whether Purchaser is joined in any such action or actions. (c) Purchaser Parent’s obligations under this Section 13.2 shall not be released or discharged by any or all of the following: (i) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Purchaser Obligations or any other liabilities or obligations of Purchaser under or in respect of this Agreement; (ii) any express amendment or modification of or supplement to this Agreement, or any assignment or transfer of any of the Guaranteed Purchaser Obligations; (iii) any failure on the part of Purchaser to perform or comply with this Agreement; (iv) any waiver, consent, change, extension, indulgence or other action or any action or inaction under or in respect of this Agreement; (v) any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or similar Proceeding with respect to Purchaser Parent or Purchaser or their respective properties, or any action taken by any trustee or receiver or by any court in any such Proceeding, subject, as to enforceability, to the effect of any applicable Laws relating to bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfer or similar laws relating to or affecting creditors’ rights generally and to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); or (vi) any change in the name or ownership of Purchaser or any other person referred to herein. (d) Purchaser Parent hereby waives (i) notice of acceptance of this guarantee, (ii) presentment and demand concerning the liabilities of Purchaser Parent and (iii) any right to require that any action be brought against Purchaser or any other person, or to require that Seller seek enforcement of any performance against Purchaser or any other person prior to any action against Purchaser Parent under the terms hereof. (e) Except as to applicable statutes of limitation, no delay of Seller in the exercise of, or failure to exercise, any rights under this Section 13.2 shall operate as a waiver of such rights, a waiver of any other rights, or a release of Purchaser Parent from any obligations hereunder. (f) Purchaser Parent hereby warrants to Purchaser as follows: (i) Purchaser Parent is validly existing and in good standing under the laws of the jurisdiction in which it is organized and has full power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to execute, deliver and perform its obligations under this Agreement, other than such franchises, licenses, permits, authorizations and approvals the lack of which would not reasonably be expected to have a material adverse effect on its ability to perform its obligations hereunder. (ii) Purchaser Parent has the requisite power and authority to execute this Agreement and has taken all action required by its organizational documents to authorize the execution and delivery of this Agreement. (iii) Purchaser Parent has duly executed and delivered this Agreement, and this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject, as to enforceability, to the effect of any applicable Laws relating to bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfer or similar laws relating to or affecting creditors’ rights generally and to the effect of general principles of equity and the availability of equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law). (iv) The execution and delivery by Purchaser Parent of this Agreement do not conflict with or result in any breach of or constitute a default under, or result in the creation of any Lien upon any of the properties or assets of Purchaser Parent under, any provision of (A) the organizational documents of Purchaser Parent, (B) any Contract to which Purchaser Parent or any of its Subsidiaries is a party or by which any of their respective properties or assets is bound or (C) any Judgment or applicable Law applicable to Purchaser Parent or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (B) and (C) above, any such items that would not reasonably be expected to have a material adverse effect on its ability to perform its obligations hereunder. (g) This Section 13.2 shall remain in full force and effect without regard tountil all of the Guaranteed Purchaser Obligations are fully and finally performed. For the avoidance of doubt, the obligation and shall not be affected or impaired by, (i) any change in the organizational structure or ownership liability of Purchaser or Purchaser Parent or the bankruptcy, insolvency, reorganization, dissolution, liquidation or other similar proceeding relating to Purchaser or any Affiliate or Subsidiary of either Purchaser or Purchaser Parent or (ii) any neglect, delay, omission, failure or refusal of Purchaser or the Seller to take or prosecute any action in connection with this Agreement or any other agreement delivered in connection herewith. In connection with this Section 8.9, Purchaser Parent unconditionally ----------- waives: (i) any right to receive demands, protests, or other notices of any kind or character whatsoeverParent, as the same may pertain to Purchasera primary obligor and not as surety, (ii) any right to require any Seller to proceed first against Purchaser or to exhaust any security held by any Seller or to pursue any other remedy, (iii) any defense based upon an election of remedies by any Seller, (iv) any duty of any Seller to advise Purchaser Parent of any information known to such Seller regarding Purchaser or its ability to perform under this Agreement, and (v) all suretyship and other defenses of every kind and nature. (c) The obligations of Purchaser Parent under this Section 8.9 shall ----------- 13.2 is specifically limited to payment (and not of collection) and performance of the Guaranteed Purchaser Obligations required to be automatically reinstated if made by Purchaser under this Agreement and the Ancillary Agreements, subject to any and all rights, limitations, qualifications and other defenses, solely to the extent that for any reason any payment or other performance by or on behalf of Purchaser in respect each of the Obligations foregoing are rescinded available to Purchaser under this Agreement or must be otherwise restoredthe Ancillary Agreements, and Purchaser Parent agrees that it will indemnify each Seller on demand for all costs and expenses (including reasonable attorneys' fees and expenses) incurred by such Seller in connection with such rescission or restoration. If in connection with as the foregoing, any Seller is required to refund part or all of any payment of Purchaser, such payment by such Seller shall not constitute a release of Purchaser Parent from any liability hereunder, and Purchaser Parent's liability hereunder shall be reinstated to the fullest extent allowed under Applicable Law and shall not be construed to be diminished in any mannercase may be. (d) This Section 8.9 shall survive the Closing and shall remain in ----------- full force and effect, subject to the provisions of Section 8.9(c). --------------