Common use of Seller Parent Guaranty Clause in Contracts

Seller Parent Guaranty. (a) Seller Parent fully, irrevocably and unconditionally guarantees to Purchaser, as a primary obligor and not merely as a surety, the full, complete and timely compliance with and performance of all agreements, covenants and obligations of Seller from time to time under this Agreement (the “Seller Obligations”; such guaranty, the “Seller Parent Guaranty”). The Seller Obligations shall include Seller’s obligation to satisfy all obligations of Seller arising in connection with this Agreement, in each case, when and to the extent that, any of the same shall become due and payable or performance of, or compliance with, any of the same shall be required. Seller Parent hereby acknowledges and agrees that the Seller Parent Guaranty constitutes an absolute, present, primary, continuing and unconditional guaranty of performance and not of collection only, and compliance by Seller of the Seller Obligations when required and otherwise due under this Agreement is in no way conditioned or contingent upon any attempt to enforce such performance, compliance or payment by a guaranteed party upon any other condition or contingency. Seller Parent hereby waives any right to require a proceeding first against Seller. The Seller Obligations shall not be subject to any reduction, limitation, impairment or termination for any reason (other than by indefeasible payment or performance in full of the Seller Obligations) and shall not be subject to any discharge of Seller from any of the Seller Obligations in a bankruptcy or similar proceeding (except by indefeasible payment or performance in full of the Seller Obligations). The Seller Parent Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any such obligation or liability is rescinded or must otherwise be restored by Purchaser or any of its Affiliates upon the bankruptcy or reorganization of Seller, any of its Subsidiaries or otherwise.

Seller Parent Guaranty. Subject to the terms and conditions of this Agreement, Seller Parent hereby guarantees the payment and performance of Seller’s obligations under this Agreement solely with respect to Seller’s indemnification obligations with respect to the Excluded Liability under Section 11.2(b) (the “Financial Security”). The Financial Security is valid and in full force and effect and constitutes the valid and binding obligation of Seller Parent, enforceable in accordance with its terms. The Financial Security is an irrevocable guarantee of payment and performance (and not of collection) of any Losses incurred by the Buyer Indemnified Parties in connection with Seller’s indemnification obligations with respect to the Excluded Liability under Section 11.2(b), and shall continue in effect in accordance with the terms of this Agreement. The obligations of Seller Parent hereunder shall not be affected by or contingent upon (a) the liquidation or dissolution of, or the merger or consolidation of Seller Parent fully, irrevocably and unconditionally guarantees to Purchaser, as a primary obligor and not merely as a surety, the full, complete and timely compliance or its Affiliates with and performance or into any Person or any sale or transfer by Seller or its Affiliate of all agreementsor any part of its property or assets, covenants and obligations (b) the bankruptcy, receivership, insolvency, reorganization or similar proceedings involving or affecting Seller or its Affiliates, or (c) any disability or any other defense of Seller from time or any other Person (with or without notice) which might otherwise constitute a legal or equitable discharge of a surety or a guarantor or otherwise. In connection with the foregoing, in the event of a default or failure to time perform or make payment of the Financial Security by Seller when due under this Agreement (the “Seller Obligations”; such guaranty, the “after any cure period set forth in this Agreement) or any other occurrence that might require Seller Parent Guaranty”). The Seller Obligations shall include Seller’s obligation to satisfy all obligations of Seller arising in connection with this Agreement, in each case, when and make payment(s) pursuant to the extent thatterms herein, any Buyer shall be required to submit written notice to Seller Parent describing in reasonable detail (i) the default or failure on the part of Seller, (ii) the same Financial Security to be paid and the amount of such Financial Security and (iii) Buyer’s payment instructions including bank name, bank routing number and bank account number. Within fifteen (15) Business Days receipt of such written notice, Seller Parent shall become due and payable or performance ofbe required to, or compliance withshall cause Seller to, any of complete the same shall be required. Seller Parent hereby acknowledges and agrees that performance or make the Seller Parent Guaranty constitutes an absolute, present, primary, continuing and unconditional guaranty of performance and not of collection only, and compliance by Seller of the Seller Obligations when required and otherwise payment due under this Agreement is in no way conditioned or contingent upon any attempt to enforce such performanceBuyer. Notwithstanding anything to the contrary contained herein, compliance or payment by a guaranteed party upon any other condition or contingency. all of Seller Parent hereby waives any right to require a proceeding first against Seller. The Seller Obligations Parent’s obligations under this Section 12.18 shall not be subject to any reductionthe terms, limitation, impairment or termination for any reason (other than by indefeasible payment or performance survival and limitations set forth in full Article XI of the Seller Obligations) and shall not be subject to any discharge of Seller from any of the Seller Obligations in a bankruptcy or similar proceeding (except by indefeasible payment or performance in full of the Seller Obligations)this Agreement. The Seller Parent Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any such obligation or liability is rescinded or must otherwise be restored by Purchaser or any of its Affiliates upon the bankruptcy or reorganization of Seller, any of its Subsidiaries or otherwise.[Signature page follows]

Seller Parent Guaranty. (a) Seller Parent fully, irrevocably hereby absolutely and unconditionally guarantees (except for any conditions contained in this Section 13.01) to Purchaser, as a primary obligor and not merely as a surety, Buyer the full, complete and timely compliance with payment and performance when due of all agreementsobligations, covenants liabilities and obligations indebtedness of any kind, nature and description of Seller from time to time and Seller’s successors and assigns under this Agreement (the “Seller Obligations”; such guaranty, the “Seller Parent Guaranty”). The Seller Obligations shall include Seller’s obligation to satisfy all obligations of Seller arising in connection with this Agreement, in each case, when and to the extent that, any of the same shall become due and payable or performance of, or compliance with, any of the same shall be required. Seller Parent hereby acknowledges expressly waives any requirement that Buyer exhaust any right or take any action against Seller. In determining when payment, performance or discharge of obligation by Seller Parent is due, and the amount thereof, there shall be taken into account any defenses or limitations to such payment, performance or discharge, and any rights, remedies, counterclaims, reductions and set-offs Seller Parent or Seller may have under this Agreement. This is a guaranty of payment and performance and not merely of collection. Seller Parent’s obligations under this Section 13.01 are irrevocable. Seller Parent agrees that Buyer may at any time and from time to time, without notice to or further consent of Seller Parent, extend the time of payment of any of the obligations under this Section 13.01, and may also enter into any agreement with Seller for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms of this Agreement or of any agreement between Seller and Buyer without in any way impairing or affecting Seller Parent’s obligations under this Agreement. Seller Parent agrees that the obligations of Seller Parent Guaranty constitutes an absolute, present, primary, continuing and unconditional guaranty of performance and not of collection only, and compliance by Seller of the Seller Obligations when required and otherwise due under this Agreement is in no way conditioned or contingent upon any attempt to enforce such performance, compliance or payment by a guaranteed party upon any other condition or contingency. Seller Parent hereby waives any right to require a proceeding first against Seller. The Seller Obligations Section 13.01 shall not be subject released or discharged, in whole or in part, or otherwise affected by (a) the failure of Buyer to assert any reductionclaim or demand or to enforce any right or remedy against Seller or any other Person interested in the Transactions, limitation(b) any change in the time, impairment place or termination for manner of payment of any reason of the obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of this Agreement made in accordance with the terms thereof or any other agreement evidencing, securing or otherwise executed in connection with any of the obligations under this Section 13.01, (c) the addition, substitution or release of any entity or other Person interested in the Transactions, (d) any change in the corporate existence, structure or ownership of Seller Parent or any other Person interested in the Transactions, (e) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Seller or any other Person interested in the Transactions, (f) the existence of any claim, set-off or other right which Seller Parent may have at any time against the Buyer, whether in connection with the obligations under this Section 13.01 or otherwise (other than by indefeasible payment as specifically set forth in this Section 13.01), or performance in full (g) the adequacy of the Seller Obligations) and shall not be subject to any discharge other means Buyer may have of Seller from obtaining repayment of any of the Seller Obligations in a bankruptcy or similar proceeding (except by indefeasible payment or performance in full of the Seller Obligations). The Seller Parent Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any such obligation or liability is rescinded or must otherwise be restored by Purchaser or any of its Affiliates upon the bankruptcy or reorganization of Seller, any of its Subsidiaries or otherwiseobligations under this Section 13.01.

Seller Parent Guaranty. (a) Seller Parent fully, irrevocably and unconditionally guarantees to Purchaser, as a primary obligor and not merely as a surety, the full, complete and timely compliance with and performance when due by Seller of all agreements, covenants and of Seller’s obligations of Seller from time to time under this Agreement (the “Seller Obligations”; such guaranty, the “Seller Parent Guaranty”)Agreement. The Seller Obligations shall include Seller’s obligation to satisfy all obligations of Seller arising in connection with this Agreement, in each case, when and to To the extent thatpermitted by applicable Law of any Governmental or Regulatory Authority, any of the same shall become due and payable or performance of, or compliance with, any of the same shall be required. Seller Parent hereby acknowledges and agrees that the Seller Parent Guaranty constitutes an absolute, present, primary, continuing and unconditional guaranty waives all defenses of performance and not of collection only, and compliance by Seller of the Seller Obligations when required and otherwise due under this Agreement is in no way conditioned a surety or contingent upon any attempt guarantor to enforce such performance, compliance or payment by a guaranteed party upon any other condition or contingencywhich it may be entitled. Seller Parent hereby waives any right to require notice of all of Seller’s obligations and the acceptance of this guaranty by Purchaser. Seller Parent hereby waives protest, presentment, demand for payment, notice of default or non-payment and notice of dishonor. This shall be a proceeding first against Seller. The Seller Obligations continuing guaranty and Purchaser shall not be subject obliged to exhaust its recourse against Seller or any reduction, limitation, impairment guaranty or termination for any reason (other than by indefeasible payment or security that it may hold before being entitled to performance in full from Seller Parent of the obligations hereby guaranteed. This is a guaranty of payment and not merely collection. This guaranty is irrevocable. Seller Obligations) and shall not be subject to Parent further agrees that in the event any discharge payment made by Seller under this Agreement in respect of any obligation of Seller from hereunder is recovered from, or repaid by, Purchaser, in whole or in part in any of the Seller Obligations in a bankruptcy bankruptcy, insolvency, or similar proceeding (except instituted by indefeasible payment or performance in full of the Seller Obligations). The Seller Parent Guaranty against Seller, this guaranty shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any fully applicable to such obligation or liability be reinstated to the same extent as though the payment so recovered or repaid had never been originally made on such obligation. Seller Parent agrees that it will not exercise any rights of subrogation that it may acquire due to its payment of an obligation of Seller unless and until Purchaser shall have been paid in full hereunder. In the event that Seller Parent shall receive any payment on account of such rights of subrogation while any portion of the obligations guaranteed hereby remains outstanding, Seller Parent agrees to pay all such amounts so received to Purchaser to be applied to the payment of the obligations payable hereunder. Any action to enforce this guaranty must be bought in the courts referred to in the first sentence of Section 11.14 and all the provisions of Sections 11.13, 11.14, and 11.15 shall apply to this guaranty. Seller Parent hereby represents and warrants that (i) it is rescinded duly organized and validly existing under the Laws of the Governmental or must otherwise be restored by Purchaser or any Regulatory Authorities of its Affiliates upon the bankruptcy or reorganization jurisdiction of Seller, any of its Subsidiaries organization and has all necessary power (corporate or otherwise) and authority to enter into the guaranty set forth in this Agreement and to carry out its obligations under this guaranty and (ii) the guaranty contained in this Agreement has been duly executed and delivered by Seller Parent, and (assuming due authorization, execution and delivery by Purchaser) this guaranty constitutes a legal, valid and binding obligation of Seller Parent enforceable against Seller Parent in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally. The provisions of this Section 11.09 shall not subject Seller Parent to any greater liability than that for which Seller would have been liable, and Seller Parent shall be entitled to rely upon any right of set off, counterclaim or other equitable claim under this Agreement on which Seller would have been entitled to rely. The provisions of this Section 11.09 shall terminate upon any termination of this Agreement.