Buyer Parent Guarantee. (a) Buyer Parent hereby irrevocably, absolutely and unconditionally guarantees to the Sellers the prompt, complete and full performance, when due, of all of Buyer’s covenants and obligations under this Agreement and the Ancillary Agreements, including without limitation Buyer’s obligation in connection with the delivery of the Deposit Amount, the Share Consideration to the Sellers and Buyer’s indemnification obligations in accordance with Section 7, when the same shall become due and payable in accordance with the terms of this Agreement. This guaranty shall be a continuing guaranty and shall remain in full force and effect until, and Buyer Parent’s Liability under this guaranty shall terminate in respect of any covenant or obligation of Buyer upon, the termination of such covenant or obligation of Buyer pursuant to, and in accordance with, this Agreement. Buyer Parent acknowledges that its obligations under this Section 5.10 shall not be released or discharged in whole or in part by the insolvency, bankruptcy, liquidation, termination, dissolution, merger, consolidation or other business combination of Buyer. The guaranty contemplated in this Section 5.10 shall apply to any obligation of Buyer hereunder, regardless of whether Buyer Parent is specifically cited herein as being a party to such obligation. Buyer Parent shall be liable as principal debtor and not solely as surety with respect to the performance of the obligations guaranteed hereunder. Buyer Parent shall be entitled to offset against its obligations pursuant to this guarantee any amounts to which Buyer may be entitled under this Agreement provided that such amounts must first be (i) agreed to in writing by Sellers, (ii) determined to be owing pursuant to a final and binding order or judgment of a Governmental Authority of competent jurisdiction or (iii) determined to be owing pursuant to a final and binding determination or award of an arbitration or like panel. The Sellers shall not be bound to exhaust their recourse against Buyer or any other Person before being entitled to payment or other recourse under the guarantee provided by Buyer Parent herein.
Buyer Parent Guarantee. In consideration of, and as an inducement to the Company and the Equityholders’ Representative entering into this Agreement and performing their obligations hereunder, Buyer Parent hereby irrevocably, absolutely and unconditionally guarantees to the Company and the Equityholders’ Representative the full performance and payment by Parent and Merger Sub of the covenants, obligations, monetary or otherwise, and undertakings of Parent and Merger Sub pursuant to or otherwise in connection with this Agreement (the “Buyer Guaranteed Obligations”). Upon breach of, or other failure to perform, any representation, warranty, covenant, obligation, agreement or undertaking of Parent or Merger Sub, the Company or the Equityholders’ 65 Representative shall give written notice of such breach or failure to Buyer Parent, which notice shall specify in reasonable detail the nature and basis of such breach or failure, and Buyer Parent shall have three (3) Business Days from the date such notice is given to Buyer Parent to cause Parent or Merger Sub to perform its obligations with respect to such breach or failure; provided, that if such obligations are not satisfied within such three (3) Business Day period, the Company and the Equityholders’ Representative shall have the right, exercisable in their sole discretion, to pursue any and all available remedies they may have under this Agreement arising out of any such breach or nonperformance directly against any or all of Parent, Merger Sub and Buyer Parent in the first instance. In this respect, for the avoidance of doubt, Buyer Parent confirms that it is bound by the provisions of Section 10.3, Section 10.5, Section 10.6, Section 10.7, Section 10.8, Section 10.9, Section 10.10, Section 10.11, Section 10.12, Section 10.13 and Section 10.14 as if it were a “Party” therein. This guarantee is a guarantee of performance and not exclusively of collection. Without limiting any rights or defenses that would be available to Buyer Parent if it were a direct obligor hereunder or any rights or defenses that Buyer Parent, Parent or Merger Sub has hereunder, (x) to the fullest extent permitted by Law, Buyer Parent 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 Company or the Equityholders’ Representative and (y) except for the second sentence of this Section 10.17, Buyer Parent waives promptness, diligence, notice of the acceptance of this guara...
Buyer Parent Guarantee. Subject to the terms of the Agreement, Buyer Parent hereby jointly and severally guarantees the obligations of Buyer pursuant to this Article II.
Buyer Parent Guarantee. Buyer Parent guarantees Buyer’s obligations hereunder solely during the period commencing on the date of this Agreement and ending on the date on which the Earnout Amount is paid, including the payment of the Purchase Price (as reduced or increased, as applicable, by the Adjustment Amount) and the Earnout Amount, if any. Buyer Parent shall be entitled to all defenses against this guarantee that would be available to Buyer. Buyer Parent’s obligations under this Agreement are strictly limited to those expressly set forth in this Section 10.18; provided that Buyer Parent agrees to be bound by the provisions of this Article X. Buyer Parent executes this Agreement solely for purposes of this Section 10.18. (Remainder of this page intentionally left blank; signatures begin on the next page.)
Buyer Parent Guarantee. Buyer Parent hereby absolutely, irrevocably and unconditionally guarantees to the Sellers, on the terms and conditions set forth in this Section 15.16(a), the full and punctual payment and performance by Buyer when due of any and all obligations of Buyer under this Agreement, including Buyer’s obligation to pay any amount or amounts due to (1) the Sellers pursuant to Section 3.2 and Section 3.3 or (2) the Seller Indemnitees pursuant to Section 10, in each case, to the extent the same is required to be paid by Buyer pursuant to the terms and subject to the conditions and limitations thereof.
Buyer Parent Guarantee. Buyer Parent hereby fully guarantees the due, prompt and full performance, payment and discharge when due of all the covenants, obligations, agreements and undertakings of Buyer under this Agreement. (Signature pages follow.)
Buyer Parent Guarantee. AstraZeneca PLC (a) agrees to take all action necessary to cause Parent or Merger Sub, as applicable, to perform all of its respective agreements, covenants and obligations under this Agreement, (b) unconditionally guarantees to the Company the full and complete performance by Parent or Merger Sub, as applicable, of its respective obligations under this Agreement and (c) shall, subject to Section 8.02, be liable for any breach of any representation, warranty, covenant or obligation of Parent or Merger Sub, as applicable, under this Agreement.
Buyer Parent Guarantee. The Buyer Parent Guarantee, duly executed by Guarantors as of the date hereof, remains in full force and effect.
Buyer Parent Guarantee. (a) Buyer Parent hereby unconditionally and irrevocably guarantees and promises to the Seller Parties, in order to induce the Seller Parties to enter into this Agreement, (i) the payment, if any, by Buyer of the Closing Date Purchase Price and any other amounts payable by Buyer pursuant to this Agreement when and to the extent the same shall become due and payable, and (ii) the performance, fulfillment and observance of each agreement, condition, covenant, obligation and undertaking of Buyer under this Agreement and all agreements ancillary thereto or executed in connection therewith, on the terms and subject to the conditions set forth therein (collectively, the “Guaranteed Obligations”). If Buyer fails to pay any amounts due under this Agreement when and to the extent the same shall become due and payable, or fails to perform, fulfill or observe any of the Guaranteed Obligations in the manner provided in this Agreement or any relevant ancillary agreement, Buyer Parent shall, upon written demand from either Seller Party, promptly pay or cause to be paid such amount or perform, fulfill or observe or cause to be performed, fulfilled or observed such Guaranteed Obligation, as the case may be. The Guaranteed Obligations under this guaranty shall constitute an absolute and unconditional present and continuing guarantee of payment and performance to the extent provided herein and not of collectability, and shall not be contingent upon any attempt by either Seller Party to enforce payment or performance by Buyer.
Buyer Parent Guarantee. Buyer Parent hereby guarantees and becomes surety for the prompt payment, performance and satisfaction of all duties, obligations and liabilities of Buyer arising under this Agreement and Sellers shall be entitled to enforce all such duties, obligations and liabilities against Buyer Parent if and to the extent not fully performed and discharged in accordance with the terms and conditions of this Agreement.
