Common use of Continuing Guarantee Clause in Contracts

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until the earliest to occur of (i) all of the Obligations (subject to the Cap) payable under this Limited Guarantee having been paid in full by the Guarantor, (ii) the Effective Time, (iii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement and (iv) ninety (90) days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement if the Guaranteed Party has not presented a bona fide written claim for payment of any Obligation to the Guarantor by such 90th day; provided that if the Guaranteed Party has presented such claim to the Guarantor by such date, this Limited Guarantee shall terminate upon the date such claim is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. The Guarantor shall have no further obligations under this Limited Guarantee following termination in accordance with this Section 8.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until the earliest to occur of (i) all of the Obligations (subject to the Cap) payable under this the Limited Guarantee having been paid in full by the Guarantor, (ii) the Effective Time, (iii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement and (iv) ninety (90) 90 days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement if the Guaranteed Party has not presented a bona fide written claim for payment of any Obligation to the Guarantor by such 90th day; provided that if the Guaranteed Party has presented such claim to the Guarantor by such date, this Limited Guarantee shall terminate upon the date such claim is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. The Guarantor shall have no further obligations under this Limited Guarantee following termination in accordance with this Section 8.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this This Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until the earliest to occur of (i) all of the Obligations (subject to payable under the Cap) payable Limited Guarantee have been paid in full. Notwithstanding the foregoing, this Limited Guarantee shall terminate and the Guarantor shall have no further obligations under this Limited Guarantee having been paid in full by as of the Guarantor, earliest of (iii) the Effective Time, (iiiii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(bor otherwise to make payments pursuant to the Merger Agreement, (iii) the first anniversary of the Merger Agreement date hereof, and (iv) ninety (90) 60 days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and and/or Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b) of or otherwise to make payments pursuant to the Merger Agreement if the Guaranteed Party has not presented a bona fide written claim for payment of any Obligation to the Guarantor by such 90th 60th day; provided , provided, that if the Guaranteed Party has presented such claim to shall set forth in reasonable detail the Guarantor by basis for such date, this Limited Guarantee shall terminate upon the date such claim is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. The Guarantor shall have no further obligations under this Limited Guarantee following termination in accordance with this Section 8claim.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d)) hereof, this Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until the earliest to occur of (i) all of the Obligations (subject to the Cap) payable under this the Limited Guarantee having been paid in full by the Guarantor, its successors and/or assigns, (ii) the Effective Time, (iii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement or any portion thereof and (iv) ninety (90) 90 days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b9.03(b) of the Merger Agreement if the Guaranteed Party has not presented a bona fide written claim for payment of any Obligation to the Guarantor by such 90th day; provided provided, that if the Guaranteed Party has presented such claim to the Guarantor by such date, this Limited Guarantee shall terminate upon the date such claim is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 1010 hereof. The Guarantor shall have no further obligations under this Limited Guarantee following termination in accordance with this Section 8.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d)) hereof, this Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the GuarantorGuarantors, its their successors and assigns until the earliest to occur of (i) all of the Obligations (subject to the Cap) payable under this the Limited Guarantee having been paid in full by the Guarantorfull, (ii) the Effective Time, (iii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement or any portion thereof and (iv) ninety (90) 90 days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b9.03(b) of the Merger Agreement if the Guaranteed Party has not presented a bona fide written claim for payment of any Obligation to the Guarantor Guarantors by such 90th day; provided provided, that if the Guaranteed Party has presented such claim to the Guarantor Guarantors by such date, this Limited Guarantee shall terminate upon the date such claim is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 1010 hereof. The Guarantor Guarantors shall have no further obligations under this Limited Guarantee following termination in accordance with this Section 8.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this This Limited Guarantee Guaranty may not be revoked or terminated and shall remain in full force and effect and shall be binding on the each Guarantor, its successors and assigns until the earliest to occur of (i) all of the Obligations (subject to the Cap) payable under this the Limited Guarantee Guaranty having been paid in full by the Guarantorfull, (ii) the Effective Time, (iii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b) of or otherwise to make payments pursuant to the Merger Agreement Agreement, and (iv) ninety (90) 90 days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee make payments under Section 8.06(b) 8.06 of the Merger Agreement if the Guaranteed Party has not presented a bona fide written claim for payment of any Obligation to the Guarantor Guarantors by such 90th day; provided provided, that if the Guaranteed Party has presented such claim to shall set forth in reasonable detail the Guarantor by basis for such date, this Limited Guarantee shall terminate upon the date such claim is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10claim. The Each Guarantor shall have no further obligations under this Limited Guarantee Guaranty following termination in accordance with this Section 8.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this This Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the each Guarantor, its successors and assigns until the earliest to occur of (i) all of its Guarantor Obligation has been fully performed. Notwithstanding the Obligations (subject to foregoing, this Limited Guarantee shall terminate and the Cap) payable Guarantors shall have no further obligations under this Limited Guarantee having been paid in full by as of the Guarantor, earliest of: (iii) the Effective Time, (iiiii) the termination of the Merger Agreement in accordance with its terms by mutual consent (other than a termination of Parent and the Guaranteed Party or under circumstances in Merger Agreement for which Parent and Merger Sub would not be obligated to pay the a Parent Termination Fee under is, in accordance with Section 8.06(b) of the Merger Agreement Agreement, due and owing by Parent (a "Qualifying Termination")), and (iviii) the date following ninety (90) days after any termination from the date of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent a Qualifying Termination Fee under Section 8.06(b) of the Merger Agreement if the Guaranteed Party has not presented a bona fide written claim for payment of any the relevant Guarantor Obligation to the such Guarantor by such 90th daydate; provided that provided, that, if the Guaranteed Party has presented such a written claim to the Guarantor by such date, this Limited Guarantee shall terminate upon the date that such claim is finally satisfied or otherwise resolved by agreement of the parties hereto or by a final, non-appealable resolution of such claim pursuant to Section 10. The Guarantor shall have no further obligations under this Limited Guarantee following termination in accordance with this Section 810 (Governing Law; Jurisdiction) hereof.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this This Limited Guarantee Guaranty may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its his successors and assigns until the earliest to occur of (i) all of the Obligations (subject to the Cap) payable under this the Limited Guarantee Guaranty having been paid in full by the Guarantorfull, (ii) the Effective Time, (iii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b) of or otherwise to make payments pursuant to the Merger Agreement Agreement, and (iv) ninety (90) 90 days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee make payments under Section 8.06(b) 8.06 of the Merger Agreement if the Guaranteed Party has not presented a bona fide written claim for payment of any Obligation to the Guarantor by such 90th day; provided provided, that if the Guaranteed Party has presented such claim to shall set forth in reasonable detail the Guarantor by basis for such date, this Limited Guarantee shall terminate upon the date such claim is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10claim. The Guarantor shall have no further obligations under this Limited Guarantee Guaranty following termination in accordance with this Section 8.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this This Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its his successors and assigns until the earliest to occur of (i) all of the Guaranteed Obligations (subject to the CapMaximum Amount) payable under this Limited Guarantee having been paid in full by the Guarantor, (ii) the Effective Time, (iii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b) none of the Merger Agreement Guaranteed Obligations are payable and (iv) ninety (90) days one year after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b9.3(b) of the Merger Agreement if the Guaranteed Party has not presented a bona fide written claim for payment of any Guaranteed Obligation to the Guarantor by such 90th day; provided that if the Guaranteed Party has presented such claim to the Guarantor by such date, this Limited Guarantee shall terminate upon the date such claim is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. The Guarantor shall have no further obligations under this Limited Guarantee following termination in accordance with this Section 8.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this This Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until the earliest to occur of (i) all of the Obligations (subject to the Cap) payable under this Limited Guarantee having have been paid in full by full. Notwithstanding the Guarantorforegoing, this Limited Guarantee shall terminate and the Guarantor shall have no further obligations under this Limited Guarantee as of the earliest of (iii) the Effective Time, (iiiii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(bor otherwise to make payments pursuant to the Merger Agreement, (iii) the first anniversary of the Merger Agreement date hereof, and (iv) ninety (90) 60 days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and and/or Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b) of or otherwise to make payments pursuant to the Merger Agreement if the Guaranteed Party has not presented a bona fide written claim for payment of any Obligation to the Guarantor by such 90th 60th day; provided , provided, that if the Guaranteed Party has presented such claim to shall set forth in reasonable detail the Guarantor by basis for such date, this Limited Guarantee shall terminate upon the date such claim is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. The Guarantor shall have no further obligations under this Limited Guarantee following termination in accordance with this Section 8claim.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this This Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the each Guarantor, its successors and assigns until the earliest to occur of (i) all of the Obligations (subject to Guaranteed Obligation has been fully performed. Notwithstanding the Cap) payable foregoing, this Limited Guarantee shall terminate and the Guarantors shall have no further obligations under this Limited Guarantee having been paid in full by as of the Guarantor, earliest of: (iii) the Effective Time, (iiiii) the termination of the Merger Agreement in accordance with its terms by mutual consent (other than a termination of Parent and the Guaranteed Party or under circumstances in Merger Agreement for which Parent and Merger Sub would not be obligated to pay the a Parent Termination Fee under is, in accordance with Section 8.06(b) of the Merger Agreement Agreement, due and owing by Parent (a “Qualifying Termination”)), and (iviii) the date following ninety (90) days after any termination from the date of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent a Qualifying Termination Fee under Section 8.06(b) of the Merger Agreement if the Guaranteed Party has not presented a bona fide written claim for payment of any the Guaranteed Obligation to the any Guarantor by such 90th daydate; provided that provided, that, if the Guaranteed Party has presented such a written claim to the Guarantor by such date, this Limited Guarantee shall terminate upon the date that such claim is finally satisfied or otherwise resolved by agreement of the parties hereto or by a final, non-appealable resolution of such claim pursuant to Section 10. The Guarantor shall have no further obligations under this Limited Guarantee following termination in accordance with this Section 811 (Governing Law; Jurisdiction) hereof.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d)) hereof, this Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the each Guarantor, its successors and assigns until the earliest to occur of (i) all of the Obligations (subject to the Cap) payable under this the Limited Guarantee having been paid in full by the such Guarantor, (ii) the Effective Time, (iii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b9.5(c) of the Merger Agreement and (iv) ninety (90) 90 days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b9.5(c) of the Merger Agreement if the Guaranteed Party has not presented a bona fide written claim for payment of any Obligation to the Guarantor by such 90th day; provided that if the Guaranteed Party has presented such claim to the such Guarantor by such date, this Limited Guarantee shall terminate upon the date such claim is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 1010 hereof. The No Guarantor shall have no any further obligations under this Limited Guarantee following termination in accordance with this Section 8.

Continuing Guarantee. (a) Subject Unless terminated pursuant to the last sentence of this Section 3(d)8, this Limited Guarantee may not be revoked or terminated and shall will remain in full force and effect and shall will be binding on the Guarantor, its successors and assigns until the earliest Obligations (as such Obligations may be modified pursuant to the last sentence of Section 1) are satisfied in full. Notwithstanding the foregoing, this Guarantee will terminate, other than Section 7 and Sections 9 through 16, all of which will survive the termination of this Guarantee, and Guarantor will have no further obligations under this Guarantee as of the earlier to occur of (i) all of the Obligations (subject to the Cap) payable under this Limited Guarantee having been paid in full by the Guarantor, (iia) the Effective Time, Closing or (iiib) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and terms. In the event that the Guaranteed Party or under circumstances any of its Subsidiaries asserts in which any Legal Proceeding relating to this Guarantee that the provisions of Section 1 limiting Guarantor’s monetary obligation to the Cap or that the provisions of Section 9 are illegal, invalid or unenforceable in whole or in part or asserts any theory of liability or seeks any remedies against any Guarantor/Parent Affiliate, other than those remedies expressly provided against Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement or against Guarantor under this Guarantee, then, in each case, (i) all obligations of Guarantor under this Guarantee will terminate and thereupon be null and void and (ivii) ninety (90) days after if Guarantor has previously made any termination of the Merger Agreement in accordance with its terms payments under circumstances in which Parent and Merger Sub would this Guarantee it will be obligated entitled to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement if have such payments refunded by the Guaranteed Party has not presented a bona fide written claim for payment of any Obligation to the Guarantor by such 90th day; provided that if the Guaranteed Party has presented such claim to the Guarantor by such date, this Limited Guarantee shall terminate upon the date such claim is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. The Guarantor shall have no further obligations under this Limited Guarantee following termination in accordance with this Section 8Party.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this This Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the each Guarantor, its successors and assigns until the earliest to occur of (i) all of the Obligations (subject to payable under the Cap) payable Limited Guarantee have been paid in full. Notwithstanding the foregoing, this Limited Guarantee shall terminate and the Guarantors shall have no further obligations under this Limited Guarantee having been paid in full by as of the Guarantor, earliest of (iii) the Effective Time, (iiiii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(bor otherwise to make payments pursuant to the Merger Agreement, (iii) the first anniversary of the Merger Agreement date hereof, and (iv) ninety (90) 60 days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and and/or Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b) of or otherwise to make payments pursuant to the Merger Agreement if the Guaranteed Party has not presented a bona fide written claim for payment of any Obligation to the Guarantor Guarantors by such 90th 60th day; provided , provided, that if the Guaranteed Party has presented such claim to shall set forth in reasonable detail the Guarantor by basis for such date, this Limited Guarantee shall terminate upon the date such claim is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. The Guarantor shall have no further obligations under this Limited Guarantee following termination in accordance with this Section 8claim.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this This Limited Guarantee Guaranty may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until the earliest to occur of (i) all of the Obligations (subject to the Cap) payable under this the Limited Guarantee Guaranty having been paid in full by the Guarantorfull, (ii) the Effective Time, (iii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b) of or otherwise to make payments pursuant to the Merger Agreement Agreement, and (iv) ninety (90) 90 days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee make payments under Section 8.06(b) 8.06 of the Merger Agreement if the Guaranteed Party has not presented a bona fide written claim for payment of any Obligation to the Guarantor by such 90th day; provided provided, that if the Guaranteed Party has presented such claim to shall set forth in reasonable detail the Guarantor by basis for such date, this Limited Guarantee shall terminate upon the date such claim is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10claim. The Guarantor shall have no further obligations under this Limited Guarantee Guaranty following termination in accordance with this Section 8.

Continuing Guarantee. (a) Subject Unless terminated pursuant to the last sentence of this Section 3(d)8, this Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until the earliest to occur of (i) all Guaranteed Obligations have been indefeasibly paid in full. Notwithstanding the foregoing, or anything express or implied in this Guarantee or otherwise, this Guarantee shall terminate and the Guarantor shall have no further obligations under or in connection with this Guarantee as of the Obligations earliest of: (subject to the Cap) payable under this Limited Guarantee having been paid in full by the Guarantor, (iia) the Effective Time, (iii) if the termination of Closing is consummated and all amounts to be paid by Parent pursuant to the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(bare so paid; (b) of the Merger Agreement and (iv) ninety (90) days after any termination of the Merger Agreement in accordance with its terms under circumstances where no Parent Termination Fee or any other amount is payable and (c) the twelve (12) month anniversary after the termination of the Merger Agreement in which Parent and Merger Sub would be obligated to pay accordance with its terms under circumstances where the Parent Termination Fee under Section 8.06(bwould be payable (unless, in the case of clause (c) of the Merger Agreement if above, the Guaranteed Party has not presented shall have initiated a bona fide written claim for payment of any Obligation to or proceeding against the Guarantor by under and pursuant to this Guarantee prior to such 90th day; provided that if the Guaranteed Party has presented such claim to the Guarantor by such datetermination, in which case this Limited Guarantee shall terminate upon the date final, non-appealable resolution of such claim is action and satisfaction by the Guarantor of any obligations finally satisfied determined or otherwise resolved agreed to be owed by agreement of the parties hereto or pursuant to Section 10. The Guarantor shall have no further obligations under this Limited Guarantee following termination in accordance Guarantor, consistent with this Section 8the terms hereof).

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d)) hereof, this Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until the earliest to occur of (i) all of the Obligations (subject to the Cap) payable under this the Limited Guarantee having been paid in full by the Guarantor, (ii) the Effective Time, (iii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b9.5(c) of the Merger Agreement or any portion thereof and (iv) ninety (90) 90 days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b9.5(c) of the Merger Agreement if the Guaranteed Party has not presented a bona fide written claim for payment of any Obligation to the Guarantor by such 90th day; provided provided, that such claim shall set forth in reasonable detail the basis for such claim and provided, further, that if the Guaranteed Party has presented such claim to the Guarantor by such date, this Limited Guarantee shall terminate upon the date such claim is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 1010 hereof. The Guarantor shall have no further obligations under this Limited Guarantee following termination in accordance with this Section 8.