Common use of Rights and Guaranties of Acquiror Clause in Contracts

Rights and Guaranties of Acquiror. Acquiror may, at any time prior to the Closing Date upon written notice to the Company no less than ten (10) Business Days prior to such assignment, assign all of its rights and responsibilities under this Agreement to Sub, which entity shall purchase the Purchased Shares and for all intents and purposes be the “Buyer” pursuant to and in connection with this Agreement, provided that such transfer shall not (i) delay the Closing Date, (ii) impair, prevent or hinder in any way Acquiror’s or Sub’s ability to consummate the Share Purchase or to perform Acquiror’s obligations under this Agreement, (iii) increase the Transaction Expenses, (iv) increase the costs of the transactions contemplated hereby to the Closing Company Shareholders in any way or (v) decrease the net after-tax proceeds received by the Closing Company Shareholders from the transactions contemplated hereby. In the event of such an assignment, Acquiror hereby absolutely and unconditionally guaranties the timely payment of all monetary obligations and the timely performance of all other obligations of the Sub under or pursuant to this Agreement (including, without limitation, the monetary obligations under or pursuant to Section 1.3 and Article IX).