Common use of Purchaser Parent Guarantee Clause in Contracts

Purchaser Parent Guarantee. (a) Purchaser Parent hereby guarantees to the Seller Indemnitees the payment in full of all amounts when due and owing (i) by Purchasers under this Agreement and any amendments hereto, including Purchasers’ obligations to make the payments described in Sections 1.6 and 4.8(c) and to indemnify the Seller Indemnitees in accordance with Article VI and (ii) incurred in connection with any actions, suits or proceedings initiated to enforce the provisions of this Section 9.1 (collectively, the “Purchaser Obligations” and each, individually, a “Purchaser Obligation”). (b) Purchaser Parent covenants and agrees that if at any time any Purchaser defaults in the payment of any of any Purchaser Obligation, Purchaser Parent shall promptly, upon notice from a Seller Indemnitee, pay, or cause the payment of, such Purchaser Obligation. (c) The obligations of Purchaser Parent under this Section 9.1 are absolute and unconditional, present and continuing, and shall not be affected, modified or impaired or prejudiced upon the happening from time to time of any one or more of the following events: (i) the extension of time for payment of any amounts due or of the time for performance of any of the Purchaser Obligations; (ii) the modification or amendment (whether material or otherwise) of any of the Purchaser Obligations; (iii) the failure, omission, delay or lack on the part of the Sellers to enforce, ascertain or exercise any right, power or remedy under or pursuant to the terms of this Agreement; (iv) the fact that Purchaser Parent may at any time in the future dispose of all or any part of its interest in any Purchaser; or (v) the bankruptcy, insolvency, winding up, dissolution, liquidation, administration, reorganization or other similar or dissimilar failure or financial disability of any Purchaser. (d) Purchaser Parent irrevocably and absolutely waives any and all right of subrogation, contribution, indemnification, reimbursement or similar rights against Purchasers with respect to the guaranty provided in this Section 9.1, whether such rights arise under an express or implied contract or by operation of Law, it being the intention of Purchaser Parent and Sellers that Purchaser Parent shall not be deemed to be a “creditor” (as defined in Section 101 of the U.S. Bankruptcy Code or any other applicable law) of Purchasers by reason of the existence of this Agreement in the event that any Purchaser becomes a debtor in any proceeding under the U.S. Bankruptcy Code or any other applicable Law. In addition, Purchaser Parent will not exercise any rights which it may acquire by way of subrogation under this guaranty by any payment made hereunder or otherwise, until all of the Purchaser Obligations shall have indefeasibly been paid or performed in full. If any amount shall be paid to Purchaser Parent on account of such subrogation rights at any time when all the Purchaser Obligations shall not have been indefeasibly paid or performed in full, such amount shall be held in trust for the benefit of Purchasers and shall forthwith be paid to Sellers and applied to such liabilities and obligations, whether matured or unmatured.

Purchaser Parent Guarantee. (a) In consideration of, and as an inducement to the Seller entering into this Agreement and performing its obligations hereunder, the Purchaser Parent Guarantor hereby irrevocably, absolutely and unconditionally guarantees to the Seller Indemnitees the full performance and payment by the Purchaser and the Nominee Purchaser of the covenants, obligations, monetary or otherwise, and undertakings of the Purchaser and the Nominee Purchaser pursuant to or otherwise in full of all amounts when due and owing (i) by Purchasers under connection with this Agreement and any amendments heretothe Transaction Documents, including Purchasers’ obligations to make and the payments described in Sections 1.6 and 4.8(c) and to indemnify consummation of the Seller Indemnitees in accordance with Article VI and Transactions (ii) incurred in connection with any actions, suits or proceedings initiated to enforce the provisions of this Section 9.1 (collectively, the “Purchaser Guaranteed Obligations” and each, individually, a “Purchaser Obligation”). (b) Purchaser Parent covenants and agrees that if at any time any Purchaser defaults in the payment of any of any Purchaser Obligation, Purchaser Parent shall promptly, upon notice from a Seller Indemnitee, pay. Any breach of, or cause the payment ofother failure to perform, such Purchaser Obligation. (c) The obligations of Purchaser Parent under this Section 9.1 are absolute and unconditionalany representation, present and continuingwarranty, and shall not be affectedcovenant, modified obligation, agreement or impaired or prejudiced upon the happening from time to time of any one or more of the following events: (i) the extension of time for payment of any amounts due or of the time for performance of any undertaking of the Purchaser Obligations; (ii) and the modification or amendment (whether material or otherwise) of any of the Nominee Purchaser Obligations; (iii) the failure, omission, delay or lack on the part of the Sellers to enforce, ascertain or exercise any right, power or remedy under or pursuant to the terms of this Agreement; (iv) the fact that Purchaser Parent may at any time in the future dispose of all or any part of its interest in any Purchaser; or (v) the bankruptcy, insolvency, winding up, dissolution, liquidation, administration, reorganization or other similar or dissimilar failure or financial disability of any Purchaser. (d) Purchaser Parent irrevocably and absolutely waives any and all right of subrogation, contribution, indemnification, reimbursement or similar rights against Purchasers with respect to the guaranty provided in this Section 9.1, whether such rights arise under an express or implied contract or by operation of Law, it being the intention of Purchaser Parent and Sellers that Purchaser Parent shall not also be deemed to be a “creditor” (as defined breach or failure to perform by the Purchaser Guarantor, and the Seller shall have the right, exercisable in Section 101 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 all of the U.S. Bankruptcy Code Purchaser, the Nominee Purchaser and the Purchaser Guarantor in the first instance. In this respect, for the avoidance of doubt, the 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 Seller, the Company and the Purchaser. This guarantee is a guarantee of performance and not exclusively of collection. Without limiting any defenses that would be available to the Purchaser Guarantor if it were a direct obligor hereunder or any other applicable lawdefenses that the Purchaser has hereunder, (a) of Purchasers to the fullest extent permitted by Law, the 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 existence Seller and the Company and (b) except for notices specifically required by the terms of the Transaction Documents, the Purchaser Guarantor waives promptness, diligence, notice of the acceptance of this Agreement in the event that any Purchaser becomes a debtor in any proceeding under the U.S. Bankruptcy Code or any other applicable Law. In addition, Purchaser Parent will not exercise any rights which it may acquire by way of subrogation under this guaranty by any payment made hereunder or otherwise, until all and of the Purchaser Guaranteed Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any Purchaser Guaranteed Obligations shall have indefeasibly been paid incurred and all other notices of any kind, all defenses which may be available by virtue of any valuation, stay, moratorium law or performed other similar law now or hereafter in fulleffect, any right to require the marshalling of assets of the Purchaser or the Nominee Purchaser, and all suretyship defenses generally. If any amount shall be paid to The Purchaser Parent on account Guarantor acknowledges that it will receive substantial direct and indirect benefits from the Transactions and that the waivers set forth in this Section 10.16 are knowingly made in contemplation of such subrogation rights at any time when all the Purchaser Obligations shall not have been indefeasibly paid or performed in full, such amount shall be held in trust for the benefit of Purchasers and shall forthwith be paid to Sellers and applied to such liabilities and obligations, whether matured or unmaturedbenefits.

Purchaser Parent Guarantee. (a) The Purchaser Parent hereby unconditionally and irrevocably guarantees to the Seller Indemnitees the timely and complete performance and payment in full of all amounts when due and owing (i) by Purchasers obligations of the Purchaser under this Agreement and any amendments hereto, including Purchasers’ obligations to make the payments described in Sections 1.6 and 4.8(c) and to indemnify the Seller Indemnitees in accordance with Article VI and (ii) incurred in connection with any actions, suits or proceedings initiated to enforce the provisions of this Section 9.1 (collectively, the “Purchaser Guaranteed Obligations” and each, individually, a “Purchaser Obligation”). The guarantee under this Article 13 may be enforced by the Seller without the necessity at any time of resorting to or exhausting any other remedy or without the necessity at any time of having recourse against the Purchaser under this Agreement. The Purchaser Parent agrees that nothing contained in this Article 13 shall prevent the Seller from exercising any and all rights or remedies under this Agreement if the Purchaser fails to timely perform the Purchaser Guaranteed Obligations, and the exercise of any of the aforesaid rights and the completion of any actions or proceedings related thereto shall not constitute a discharge of any of the obligations of the Purchaser Parent hereunder, it being the express purpose and intent of the Purchaser Parent that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. For greater certainty, the fulfillment of the Purchaser Guaranteed Obligations by the Purchaser shall constitute a discharge of any of the obligations of the Purchaser Parent hereunder. (b) The obligation of the Purchaser Parent covenants and agrees that if at any time any to perform the Purchaser defaults in Guaranteed Obligations will not be limited or reduced as a result of the payment termination, invalidity or unenforceability of any right of the Purchaser under this Agreement against the Purchaser as a result of bankruptcy, insolvency or similar proceeding affecting the Purchaser or for any other circumstance or reason whatsoever (other than the fulfillment of the Purchaser Obligation, Purchaser Parent shall promptly, upon notice from a Seller Indemnitee, pay, or cause the payment of, such Purchaser ObligationGuaranteed Obligations). (c) The obligations terms of Purchaser Parent under this Section 9.1 are absolute and unconditionalArticle 13 shall continue to be effective, present and continuingor shall be reinstated, and shall not be affectedas the case may be, modified if at any time any payment (in whole or impaired or prejudiced upon the happening from time to time of any one or more of the following events: (i) the extension of time for payment of any amounts due or of the time for performance in part), of any of the Purchaser Obligations; (ii) the modification Guaranteed Obligations is rescinded or amendment (whether material must otherwise be returned or otherwise) of any of restored by the Purchaser Obligations; (iii) the failure, omission, delay or lack on the part by reason of the Sellers to enforce, ascertain or exercise any right, power or remedy under or pursuant to the terms of this Agreement; (iv) the fact that Purchaser Parent may at any time in the future dispose of all or any part of its interest in any Purchaser; or (v) the bankruptcy, insolvencyinsolvency or reorganization of the Purchaser, winding up, dissolution, liquidation, administration, reorganization or other similar or dissimilar failure or financial disability of any Purchaserall as if though such Purchaser Guaranteed Obligations had not been fulfilled. (d) The Purchaser Parent irrevocably Parent, as a principal obligor, and absolutely waives as a separate and independent obligation and liability from its obligations and liabilities under this Article 13 but without duplication of recovery thereunder, shall indemnify, defend and save harmless the Seller and each of the Seller Indemnified Parties, from and against any and all right Losses suffered or incurred by them in the enforcement of subrogation, contribution, indemnification, reimbursement any of the provisions of this Article 13 or similar rights against Purchasers with respect occasioned by any breach by the Purchaser Parent of any of the obligations owed to the guaranty provided in this Section 9.1, whether such rights arise under an express or implied contract or by operation of Law, it being the intention of Purchaser Parent and Sellers that Purchaser Parent shall not be deemed to be a “creditor” (as defined in Section 101 of the U.S. Bankruptcy Code or any other applicable law) of Purchasers by reason of the existence of this Agreement in the event that any Purchaser becomes a debtor in any proceeding under the U.S. Bankruptcy Code or any other applicable Law. In addition, Purchaser Parent will not exercise any rights which it may acquire by way of subrogation Seller under this guaranty by Article 13 in connection with any payment made hereunder or otherwise, until all of (i) the failure of the Purchaser Obligations shall have indefeasibly been paid or performed in full. If to fully and promptly perform any amount shall be paid to Purchaser Parent on account of such subrogation rights at any time when all the Purchaser Guaranteed Obligations shall not have been indefeasibly paid (ii) the failure of the Purchaser Guaranteed Obligations to be legal, valid and binding obligations of the Purchaser for any reason whatsoever; and (iii) any of the provisions of this Article 13 being of becoming void, voidable, invalid or performed in full, such amount shall be held in trust for the benefit of Purchasers and shall forthwith be paid to Sellers and applied to such liabilities and obligations, whether matured or unmaturedunenforceable.

Purchaser Parent Guarantee. (a) Purchaser Parent hereby fully, irrevocably and unconditionally guarantees to Seller the Seller Indemnitees the payment in full and timely compliance with and performance of all amounts when due agreements, covenants and owing (i) by Purchasers obligations of Purchaser under this Agreement and any amendments hereto, including Purchasers’ obligations to make the payments described in Sections 1.6 and 4.8(c) and to indemnify the Seller Indemnitees in accordance with Article VI and (ii) incurred in connection with any actions, suits or proceedings initiated to enforce the provisions of this Section 9.1 (collectively, collectively the “Purchaser Guaranteed Obligations” and each, individually, a “Purchaser Obligation”). (b) Purchaser Parent covenants and agrees that if at any time any Purchaser defaults in the payment of any of any Purchaser Obligation, Purchaser Parent shall promptly, upon notice from a Seller Indemnitee, pay, or cause the payment of, such Purchaser Obligation. (c) The obligations of . All payments made by Purchaser Parent under this Section 9.1 are absolute 10.13 shall be made without reduction, whether by offset or otherwise, except in all cases to the extent of any and unconditionalall defenses to payment or performance or offset rights which may be available to Purchaser. Purchaser Parent’s guarantee hereunder is a guaranty of payment, present performance, and continuingcollection. Purchaser Parent whereby waives any right to require Seller to bring an Action against Purchaser concurrently with, or as a condition precedent to, any Action against Purchaser Parent. Purchaser Parent is the indirect owner of 100% of the equity of Purchaser, and will derive substantial economic benefit from the transactions contemplated by this Agreement, and Seller’s willingness to enter into this Agreement and to perform its obligations hereunder is based, in part, on Purchaser Parent’s guarantee contained in this Section 10.13. Purchaser Parent assumes all responsibility for being and keeping itself informed of Purchaser’s financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations and the nature, scope and extent of the risks that Purchaser Parent assumes and incurs under this Section 10.13 and agrees that Seller shall not have any duty to advise Purchaser Parent of any breach of the Guaranteed Obligations or of information known to Seller regarding those circumstances or risks. If Purchaser Parent or any of its successors or assigns shall consolidate or amalgamate with or merge into any other corporation or entity and shall not be affectedthe continuing or surviving corporation or entity of such consolidation or merger, modified and any Guaranteed Obligations remain outstanding, as a pre-condition to any such consolidation, amalgamation or impaired or prejudiced upon merger the happening from time to time successors and assigns of any one or more Purchaser Parent shall immediately assume all of the following events: (i) the extension liabilities and obligations of time for payment of any amounts due or of the time for performance of any of the Purchaser Obligations; (ii) the modification or amendment (whether material or otherwise) of any of the Purchaser Obligations; (iii) the failure, omission, delay or lack on the part of the Sellers to enforce, ascertain or exercise any right, power or remedy under or pursuant to the terms of this Agreement; (iv) the fact that Purchaser Parent may at any time in the future dispose of all or any part of its interest in any Purchaser; or (v) the bankruptcy, insolvency, winding up, dissolution, liquidation, administration, reorganization or other similar or dissimilar failure or financial disability of any Purchaser. (d) Purchaser Parent irrevocably and absolutely waives any and all right of subrogation, contribution, indemnification, reimbursement or similar rights against Purchasers with respect to the guaranty provided set forth in this Section 9.110.13, whether such rights arise under an express or implied contract or by operation of Law, it being the intention of Purchaser Parent and Sellers that Purchaser Parent shall not be deemed to be a “creditor” (as defined in Section 101 of the U.S. Bankruptcy Code or any other applicable law) of Purchasers by reason of the existence of this Agreement in the event that any Purchaser becomes a debtor in any proceeding under the U.S. Bankruptcy Code or any other applicable Lawmutatis mutandis. In addition, Purchaser Parent will not exercise any rights which it may acquire by way of subrogation under this guaranty by any payment made hereunder or otherwise, until all of the Purchaser Obligations shall have indefeasibly been paid or performed in full. If any amount shall be paid to Purchaser Parent on account of such subrogation rights at any time when all the Purchaser Obligations shall not have been indefeasibly paid or performed in full, such amount shall be held in trust for the benefit of Purchasers and shall forthwith be paid to Sellers and applied to such liabilities and obligations, whether matured or unmatured.[Signature Page Follows]

Purchaser Parent Guarantee. (a) As consideration for the benefits that Purchaser Parent will receive as a result of Seller executing this Agreement, and to induce Seller to enter into this Agreement, Purchaser Parent hereby guarantees to Seller the Seller Indemnitees the due and punctual payment in full by Purchaser of all amounts the payments required under this Agreement or any Ancillary Agreement as and when due and owing (i) by Purchasers under payable pursuant to any provision of this Agreement and or any amendments hereto, including Purchasers’ obligations to make the payments described in Sections 1.6 and 4.8(c) and to indemnify the Seller Indemnitees in accordance with Article VI and (ii) incurred in connection with any actions, suits or proceedings initiated to enforce the provisions of this Section 9.1 Ancillary Agreement (collectively, the “Purchaser Guaranteed Obligations” and each, individually, a “Purchaser Obligation”). (b) Purchaser Parent covenants represents and agrees warrants to Seller that if at any time any Purchaser defaults in the payment of any of any Purchaser Obligation, guarantee by Purchaser Parent shall promptlyhereunder constitutes the legal, upon notice from a Seller Indemniteevalid and binding agreement of Purchaser Parent enforceable against Purchaser Parent in accordance with the terms of this Section 10.03, payexcept as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or cause similar Laws affecting creditors’ rights generally and by general equity principles. Purchaser Parent further represents and warrants that it is the payment of, such Purchaser Obligationlegal and beneficial owner of all of the outstanding equity of Purchaser. (c) The obligations guarantee provided by this Section 10.03 is a guarantee of payment and not of collection. Other than any and all defenses available to be raised by Purchaser under this Agreement or any Ancillary Agreement in respect of the Purchaser Guaranteed Obligations, Purchaser Parent hereby waives and agrees not to assert any defense, setoff (excluding any right to setoff expressly contemplated hereunder), counterclaim or any other circumstance that otherwise might constitute a legal or equitable discharge of Purchaser Parent whether arising in connection with or in respect of any of the following or otherwise, hereby agrees that its obligations under this Section 9.1 guarantee are primary, irrevocable, absolute and unconditional, present and continuing, unconditional and shall not be affecteddischarged other than by complete payment and further agrees that, modified other than any and all defenses available to be raised by Purchaser under this Agreement or impaired or prejudiced upon the happening from time to time of any one or more of the following events: (i) the extension of time for payment of any amounts due or of the time for performance of any Ancillary Agreement in respect of the Purchaser Guaranteed Obligations; (ii) the modification or amendment (whether material or otherwise) of any of the Purchaser Obligations; (iii) the failure, omission, delay or lack on the part of the Sellers to enforce, ascertain or exercise any right, power or remedy under or pursuant to the terms of this Agreement; (iv) the fact that Purchaser Parent may at any time in the future dispose of all or any part of its interest in any Purchaser; or (v) the bankruptcy, insolvency, winding up, dissolution, liquidation, administration, reorganization or other similar or dissimilar failure or financial disability of any Purchaser. (d) Purchaser Parent irrevocably and absolutely waives In the event of any and all right of subrogation, contribution, indemnification, reimbursement or similar rights against Purchasers with respect to the guaranty provided in proceeding involving this Section 9.110.03, whether such rights arise under an express or implied contract or by operation of Law, it being the intention of Purchaser Parent and Sellers that Purchaser Parent shall not be deemed to be a “creditor” (as defined in Section 101 of the U.S. Bankruptcy Code or any other applicable law) of Purchasers by reason of the existence of this Agreement in the event that any Purchaser becomes a debtor in any proceeding under the U.S. Bankruptcy Code or any other applicable Law. In addition, Purchaser Parent will not exercise any rights which it may acquire by way of subrogation under this guaranty by any payment made hereunder or otherwise, until all of the Purchaser Obligations shall have indefeasibly been paid or performed in full. If any amount prevailing party shall be paid entitled to Purchaser Parent on account recover its reasonable out of pocket expenses, including reasonable attorneys’ fees incurred in connection with such subrogation rights at any time when all the Purchaser Obligations shall not have been indefeasibly paid or performed in full, such amount shall be held in trust for the benefit of Purchasers and shall forthwith be paid to Sellers and applied to such liabilities and obligations, whether matured or unmaturedproceeding.

Purchaser Parent Guarantee. (a) Purchaser Parent hereby irrevocably, unconditionally and absolutely guarantees as a primary obligor and not as a surety, to Sellers the Seller Indemnitees the full and timely payment in full and due and punctual performance and discharge of all amounts when due and owing (i) by Purchasers of Purchaser’s obligations under this Agreement and the Ancillary Agreements existing on the date hereof or hereafter of any amendments heretokind or nature whatsoever, including Purchasers’ obligations including, without limitation, the due and punctual payment of the Purchase Price and any other amount that Purchaser is or may become obligated to make pay pursuant to this Agreement or the payments described in Sections 1.6 and 4.8(c) and to indemnify the Seller Indemnitees in accordance with Article VI and (ii) incurred in connection with any actions, suits or proceedings initiated to enforce the provisions of this Section 9.1 Ancillary Agreements (collectively, the “Purchaser Obligations” and each, individually, a “Purchaser Obligation”). The guarantee under this Section 13.1 is an unconditional, irrevocable and absolute guaranty of timely payment and performance of the Obligations and not merely of collection. If for any reason whatsoever the Obligations shall not be fully and timely paid or performed, Purchaser Parent shall promptly honor and perform its obligations to Sellers hereunder upon demand. (b) To the fullest extent permitted by Applicable Law, the obligations of Purchaser Parent covenants hereunder shall remain in full force and agrees that if at effect without regard to, and shall not be affected or impaired by, (i) any time any Purchaser defaults change in the payment structure or ownership of any of any Purchaser Obligationor Purchaser Parent or the bankruptcy, insolvency, reorganization, dissolution, liquidation, or other similar proceeding relating to Purchaser, Purchaser Parent shall promptlyor any Affiliate of either Purchaser or Purchaser Parent; (ii) any neglect, upon notice from delay, omission, failure or refusal of Purchaser or Sellers to take or prosecute any action in connection with this Agreement, the Ancillary Agreements or any other agreement, delivered in connection herewith or therewith; (iii) any extension, compromise, settlement, renewal or waiver of the time for any performance of or compliance with any of the Obligations; (iv) the existence of any claim, set-off or other right which Purchaser Parent may have against Purchaser, Sellers or any other Person, whether in connection herewith or any unrelated transaction; (v) any invalidity or unenforceability of the Obligations; or (vi) any other act (other than prior full and indefeasible payment in cash and timely performance of the Obligations) or omission or delay by Purchaser or Sellers or any other Person that might, but for the provisions of this paragraph, constitute a Seller Indemnitee, pay, legal or cause the payment of, such equitable discharge of Purchaser ObligationParent hereunder. (c) In connection with this Section 13.1, 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 Sellers to proceed first against Purchaser or to exhaust any security held by Sellers or to pursue any other remedy; (iii) any defense based upon an election of remedies by Sellers; (iv) any duty of Sellers to advise Purchaser Parent of any information known to Sellers regarding Purchaser or its ability to perform under this Agreement or any Ancillary Agreement; (v) all suretyship and other defenses Table of Contents of every kind and nature; (vi) all rights to and benefits under any defense based on or arising out of the voluntary or involuntary bankruptcy, insolvency, liquidation, dissolution, receivership, or other similar proceeding affecting Purchaser, or lack of capacity of Purchaser, which Purchaser or Purchaser Parent may have to performance of any of the Obligations; (vii) notice of the creation of any Obligation or any notice of or proof of reliance by Sellers upon this Section 13.1 (the Obligations shall conclusively be deemed to have been created, contracted, incurred or renewed, extended, amended or waived in reliance upon this Section 13.1 and all dealings between Purchaser or Purchaser Parent and Sellers shall be conclusively presumed to have been had or consummated in reliance upon this Section 13.1) or any notice of any other facts that may come to the attention of Sellers or Purchaser Parent regarding the financial position of Purchaser; (viii) requirements of promptness or diligence on the part of Sellers; (ix) requirements on the part of Sellers to mitigate the damages resulting from any default hereunder or under the Obligations; (x) notice of acceptance hereof, of any action taken or omitted in reliance hereon, of any defaults by Purchaser in the payment or performance of the Obligations; (xi) all notices which may be required by Law or otherwise to preserve any of the rights of Sellers against Purchaser Parent; and (xii) any other act or omission or thing or delay to do any other act or thing, which might in any manner or to any extent vary or limit Purchaser Parent’s obligations hereunder or which might otherwise operate as a discharge of Purchaser Parent. (d) The obligations of Purchaser Parent hereunder are primary, absolute, unconditional and irrevocable and will not be discharged by, and this Section 13.1 shall remain in full force and effect notwithstanding: (a) the assignment, conveyance or other transfer by Purchaser of any or all of its Obligations; (b) any insolvency, bankruptcy, reorganization, arrangement, composition, liquidation, dissolution or similar proceedings with respect to Purchaser; (c) any other occurrence whatsoever, except timely full and indefeasible payment and timely performance in full of all Obligations; or (d) any other circumstances whatsoever which might otherwise constitute a legal or equitable discharge, release or defense of a guarantor or surety, or which might otherwise limit recourse against Purchaser Parent. (e) The obligations of Purchaser Parent under this Section 9.1 13.1 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 is rescinded or must be otherwise restored, and Purchaser Parent agrees that it will indemnify Sellers on demand for all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by Sellers in connection with such rescission or restoration. If in connection with the foregoing, Sellers are absolute required to refund part or all of any payment of Purchaser, such payment by Sellers shall not constitute a release of Purchaser Parent from any liability hereunder, and unconditional, present and continuing, Purchaser Parent’s liability hereunder shall be reinstated to the fullest extent allowed under Applicable Law and shall not be affected, modified or impaired or prejudiced upon the happening from time construed to time of any one or more of the following events: (i) the extension of time for payment of any amounts due or of the time for performance of any of the Purchaser Obligations; (ii) the modification or amendment (whether material or otherwise) of any of the Purchaser Obligations; (iii) the failure, omission, delay or lack on the part of the Sellers to enforce, ascertain or exercise any right, power or remedy under or pursuant to the terms of this Agreement; (iv) the fact that Purchaser Parent may at any time in the future dispose of all or any part of its interest be diminished in any Purchaser; or (v) the bankruptcy, insolvency, winding up, dissolution, liquidation, administration, reorganization or other similar or dissimilar failure or financial disability of any Purchasermanner. (df) Purchaser Parent irrevocably and absolutely waives any and all right of subrogation, contribution, indemnification, reimbursement or similar rights against Purchasers with respect to the guaranty provided in this Section 9.1, whether such rights arise under an express or implied contract or by operation of Law, it being the intention of Purchaser Parent and Sellers that Purchaser Parent shall not be deemed entitled to be a “creditor” (as defined in Section 101 subrogated to any of the U.S. Bankruptcy Code rights of Sellers against Purchaser or any other applicable law) collateral, security or guarantee or right of Purchasers set-off held by reason Sellers for the payment or performance of the existence of this Agreement in the event that any Purchaser becomes a debtor in any proceeding under the U.S. Bankruptcy Code or any other applicable Law. In additionObligations, nor shall Purchaser Parent will not exercise seek or be entitled to seek any rights which it may acquire reimbursement from Purchaser in respect of performance made by way of subrogation under this guaranty by any payment made hereunder or otherwisePurchaser Parent hereunder, until all of the Purchaser Obligations shall have are indefeasibly been paid or and performed in full. If any amount shall be paid to Purchaser Parent on account of such subrogation rights at any time when all the Purchaser Obligations shall not have been indefeasibly paid or performed in full, such amount shall be held in trust for the benefit of Purchasers and shall forthwith be paid to Sellers and applied to such liabilities and obligations, whether matured or unmatured.