Common use of Irrevocable Guaranty by Parent Clause in Contracts

Irrevocable Guaranty by Parent. To induce Seller to execute and deliver this Agreement, Parent hereby unconditionally and irrevocably guarantees the Seller and Shareholders the full, prompt and faithful performance by PSC of all covenants and obligations to be performed by PSC under this Agreement, including, but not limited to, the payment of all sums and delivery of all property stipulated to be transferred by PSC pursuant to this Agreement and PSC's obligation to indemnify the Seller and the Shareholders pursuant to Section 8.2. This guaranty shall be a guaranty of payment, not merely collection, and shall be unaffected by any subsequent modification or amendment of this Agreement whether or not Parent has knowledge of or consented to such modification or amendment. In the event that PSC fails to fully perform all such covenants and obligations in accordance with their terms or pay all or any part of such sums or deliver all or any part of such property when due, Parent will perform all such covenants and obligations in accordance with their terms or immediately pay or deliver to Seller (or such other payee or transferee as may be provided in any such agreement) the amount due and unpaid or the property not delivered, as the case may be, by PSC. In the event of bankruptcy, termination, liquidation or dissolution of PSC, this unconditional guaranty shall continue in full force and effect. In the event of any extension of time for payment or performance or other modification of any guaranteed obligation or covenant, or any waiver thereof or other compromise or indulgence with respect thereto or any release or impairment of any security for any such obligation or covenant, or any other circumstance which might otherwise constitute a legal or equitable discharge of a surety or guarantor, no notice to, or consent of, Parent shall be required.

Irrevocable Guaranty by Parent. To induce Seller Practice to execute and deliver this Agreement, Parent hereby unconditionally and irrevocably guarantees the Seller and Shareholders Practice the full, prompt and faithful performance by PSC Manager of all covenants and obligations to be performed by PSC Manager under this Agreement, including, but not limited to, the payment of all sums and delivery of all property stipulated to be transferred by PSC pursuant to this Agreement and PSC's obligation to indemnify the Seller and the Shareholders pursuant to Section 8.2. This guaranty shall be a guaranty of performance and of payment, not merely collection, and shall be unaffected by any subsequent modification or amendment of this Agreement whether or not Parent has knowledge of or consented to such modification or amendment. In the event that PSC Manager fails to fully perform any or all of such covenants and obligations in accordance with the provisions of this Agreement (as the same may 34 39 be amended), Parent will perform all of its covenants and obligations in accordance with their terms or pay all or any part of such sums or deliver all or any part of such property when due, Parent will perform all such covenants and obligations in accordance with their terms or immediately pay or and deliver to Seller Practice (or such other payee or transferee as may be provided in any such agreementthis Agreement) the amount due and unpaid or the property not delivered, as the case may be, by PSCManager. In the event of bankruptcy, termination, liquidation or dissolution of PSCManager, this unconditional guaranty shall continue in full force and effect. In the event of any No extension of time for payment or performance or other modification of any guaranteed obligation or covenant, or any waiver thereof or other compromise or indulgence with respect thereto or any release or impairment of any security for any such obligation or covenant, or any other circumstance which might otherwise constitute a legal or equitable discharge of a surety or guarantor, shall be deemed a release of Parent, and no notice to, or consent of, Parent shall be required. Parent hereby waives (i) promptness and diligence in collection; (ii) notice of acceptance and notice of the incurrence of any obligation by Manager; (iii) notice of any actions taken by Manager; (iv) all other notices, demands and protests of every kind in connection with the enforcement of the obligations of Parent pursuant to this Section 12(a), the omission of or delay of which, but for the provisions of this Section 12(a), might constitute grounds for relieving Parent of its obligations under this Section 12(a); (v) the right to a trial by jury of any dispute arising under, or relating to, the guaranty set forth in this Section 12(a); (vi) any right or claim of right to cause a marshaling of Manager's assets or to cause the Physician Shareholders to proceed against any security before proceeding against Parent hereunder; and (vii) any requirement that the Physician Shareholders protect, secure, perfect or insure any security interest or lien in or on any property subject thereto or exhaust any right or take any action against Manager or any other person or any collateral as a precondition to the Physician Shareholders' right to enforce the guaranty set forth in this Section 12(a) in accordance with its terms. Without limiting the generality of the foregoing, Parent hereby waives any defense to the guaranty set forth in this Section 12(a) which may arise by reason of (A) the incapacity, lack of authority, death or disability of, or revocation hereof by, any person or entity, (B) the failure of the Physician Shareholders to file or enforce any claim against the estate (in probate, bankruptcy or any other proceedings) of any person or entity, or (C) any defense based upon an election of remedies by Physician Shareholders.

Irrevocable Guaranty by Parent. To induce Seller to execute and deliver this Agreement, Parent hereby unconditionally and irrevocably guarantees the Seller and Shareholders Shareholder the full, prompt and faithful performance by PSC of all covenants and obligations to be performed by PSC under this Agreement, including, but not limited to, the payment of all sums and delivery of all property stipulated to be transferred by PSC pursuant to this Agreement and PSC's obligation to indemnify the Seller and the Shareholders Shareholder pursuant to Section 8.2. This guaranty shall be a guaranty of payment, not merely collection, and shall be unaffected by any subsequent modification or amendment of this Agreement whether or not Parent has knowledge of or consented to such modification or amendment. In the event that PSC fails to fully perform all such covenants and obligations in accordance with their terms or pay all or any part of such sums or deliver all or any part of such property when due, Parent will perform all such covenants and obligations in accordance with their terms or immediately pay or deliver to Seller (or such other payee or transferee as may be provided in any such agreement) the amount due and unpaid or the property not delivered, as the case may be, by PSC. In the event of bankruptcy, termination, liquidation or dissolution of PSC, this unconditional guaranty shall continue in full force and effect. In the event of any extension of time for payment or performance or other modification of any guaranteed obligation or covenant, or any waiver thereof or other compromise or indulgence with respect thereto or any release or impairment of any security for any such obligation or covenant, or any other circumstance which might otherwise constitute a legal or equitable discharge of a surety or guarantor, no notice to, or consent of, Parent shall be required.

Irrevocable Guaranty by Parent. To induce Seller Practice to execute and deliver this Agreement, Parent hereby unconditionally and irrevocably guarantees the Seller and Shareholders Practice the full, prompt and faithful performance by PSC Manager of all covenants and obligations to be performed by PSC Manager under this Agreement, including, but not limited to, the payment of all sums and delivery of all property stipulated to be transferred by PSC pursuant to this Agreement and PSC's obligation to indemnify the Seller and the Shareholders pursuant to Section 8.2. This guaranty shall be a guaranty of performance and of payment, not merely collection, and shall be unaffected by any subsequent modification or amendment of this Agreement whether or not Parent has knowledge of or consented to such modification or amendment. In the event that PSC Manager fails to fully perform any or all of such covenants and obligations in accordance with the provisions of this Agreement (as the same may be amended), Parent will perform all of its covenants and obligations in accordance with their terms or pay all or any part of such sums or deliver all or any part of such property when due, Parent will perform all such covenants and obligations in accordance with their terms or immediately pay or and deliver to Seller Practice (or such other payee or transferee as may be provided in any such agreementthis Agreement) the amount due and unpaid or the property not delivered, as the case 39 may be, by PSCManager. In the event of bankruptcy, termination, liquidation or dissolution of PSCManager, this unconditional guaranty shall continue in full force and effect. In the event of any No extension of time for payment or performance or other modification of any guaranteed obligation or covenant, or any waiver thereof or other compromise or indulgence with respect thereto or any release or impairment of any security for any such obligation or covenant, or any other circumstance which might otherwise constitute a legal or equitable discharge of a surety or guarantor, shall be deemed a release of Parent, and no notice to, or consent of, Parent shall be required. Parent hereby waives (i) promptness and diligence in collection; (ii) notice of acceptance and notice of the incurrence of any obligation by Manager; (iii) notice of any actions taken by Manager; (iv) all other notices, demands and protests of every kind in connection with the enforcement of the obligations of Parent pursuant to this Section 12(a), the omission of or delay of which, but for the provisions of this Section 12(a), might constitute grounds for relieving Parent of its obligations under this Section 12(a); (v) the right to a trial by jury of any dispute arising under, or relating to, the guaranty set forth in this Section 12(a); (vi) any right or claim of right to cause a marshaling of Manager's assets or to cause the Physician Partners to proceed against any security before proceeding against Parent hereunder; and (vii) any requirement that the Physician Partners protect, secure, perfect or insure any security interest or lien in or on any property subject thereto or exhaust any right or take any action against Manager or any other person or any collateral as a precondition to the Physician Partners' right to enforce the guaranty set forth in this Section 12(a) in accordance with its terms. Without limiting the generality of the foregoing, Parent hereby waives any defense to the guaranty set forth in this Section 12(a) which may arise by reason of (A) the incapacity, lack of authority, death or disability of, or revocation hereof by, any person or entity, (B) the failure of the Physician Partners to file or enforce any claim against the estate (in probate, bankruptcy or any other proceedings) of any person or entity, or (C) any defense based upon an election of remedies by Physician Partners.

Irrevocable Guaranty by Parent. To induce Seller Sellers to execute and deliver this Agreement, Parent hereby unconditionally and irrevocably guarantees the Seller and Shareholders Sellers the full, prompt and faithful performance by PSC SFO of all covenants and obligations to be performed by PSC SFO under this Agreement, including, but not limited to, the payment of all sums and delivery of all property stipulated to be transferred by PSC SFO pursuant to this Agreement and PSCSFO's obligation to indemnify the Seller and the Shareholders Sellers pursuant to Section 8.2. This guaranty shall be a guaranty of payment, not merely collection, and shall be unaffected by any subsequent modification or amendment of this Agreement whether or not Parent has knowledge of or consented to such modification or amendment. In the event that PSC SFO fails to fully perform all such covenants and obligations in accordance with their terms or pay all or any part of such sums or deliver all or any part of such property when due, Parent will perform all such covenants and obligations in accordance with their terms or immediately pay or deliver to Seller Sellers (or such other payee or transferee as may be provided in any such agreement) the amount due and unpaid or the property not deliveredunpaid, as the case may be, by PSCSFO. In the event of bankruptcy, termination, liquidation or dissolution of PSCSFO, this unconditional guaranty shall continue in full force and effect. In the event of any extension of time for payment or performance or other modification of any guaranteed obligation or covenant, or any waiver thereof or other compromise or indulgence with respect thereto or any release or impairment of any security for any such obligation or covenant, or any other circumstance which might otherwise constitute a legal or equitable discharge of a surety or guarantor, no notice to, or consent of, Parent shall be required.

Irrevocable Guaranty by Parent. To induce Seller Sellers to execute and deliver this Agreement, Parent hereby unconditionally and irrevocably guarantees the Seller and Shareholders to Sellers the full, prompt and faithful performance by PSC of all covenants and obligations to be performed by PSC under this Agreement, including, but not limited to, the payment of all sums and delivery of all property stipulated to be transferred by PSC pursuant to this Agreement and the PSC Debenture and PSC's obligation to indemnify the Seller and the Shareholders Sellers pursuant to Section 8.2. This guaranty shall be a guaranty of payment, not merely of collection, and shall be unaffected by any subsequent modification or amendment of this Agreement whether or not Parent has knowledge of or consented to such modification or amendment. In the event that PSC fails to fully perform all any such covenants and or obligations in accordance with their terms or pay all or any part of such sums or deliver all or any part of such property when due, Parent will perform all such covenants and obligations in accordance with their terms or immediately pay or deliver to Seller Sellers (or such other payee or transferee as may be provided in any such agreement) the amount due and unpaid or the property not deliveredunpaid, as the case may be, by PSC. In the event of bankruptcy, termination, liquidation or dissolution of PSC, this unconditional guaranty shall continue in full force and effect. In the event of any extension of time for payment or performance or other modification of any guaranteed obligation or covenant, or any waiver thereof or other compromise or indulgence with respect thereto or any release or impairment of any security for any such obligation or covenant, or any other circumstance which might otherwise constitute a legal or equitable discharge of a surety or guarantor, no notice to, or consent of, Parent shall be required. Parent hereby waives (i) promptness and diligence in collection; (ii) notice of acceptance and notice of the incurrence of any obligation by PSC; (iii) all other notices, demands and protests of every kind in connection with the enforcement of the obligations of Parent pursuant to this Section 1.9, the omission of or delay of which, but for the provisions of this Section 1.9, might constitute grounds for relieving Parent of its obligations under this Section 1.9; (v) the right to a trial by jury of any dispute arising under, or relating to, the guaranty set forth in this Section 1.9; (vi) any right or claim of right to cause a marshaling of PSC's assets or to cause the Sellers to proceed against any security for the PSC Debenture before proceeding against Parent hereunder; and (vii) any requirement that the Sellers protect, secure, perfect or insure any security interest or lien in or on any property subject thereto or exhaust any right or take any action against PSC or any other person or any collateral as a precondition to the Sellers' right to enforce the guaranty set forth in this Section 1.9 in accordance with its terms. Without limiting the generality of the foregoing, Parent hereby waives any defense to the guaranty set forth in this Section 1.9 which may arise by reason of (A) the incapacity, lack of authority, death or disability of, or revocation hereof by, any person or entity, (B) the failure of the Sellers to file or enforce any claim against the estate (in probate, bankruptcy or any other proceedings) of any person or entity, or (C) any defense based upon an election of remedies by Sellers.

Irrevocable Guaranty by Parent. To induce Seller to execute and deliver this Agreement, Parent hereby unconditionally and irrevocably guarantees the Seller and Shareholders the full, prompt and faithful performance by PSC of all covenants and obligations to be performed by PSC under this Agreement, including, but not limited to, the payment of all sums and delivery of all property stipulated to be transferred by PSC pursuant to this Agreement and PSC's obligation to indemnify the Seller and the Shareholders pursuant to Section 8.2. This guaranty shall be a guaranty of payment, not merely collection, and shall be unaffected by any subsequent modification or amendment of this Agreement whether or not Parent has knowledge of or consented to such modification or amendment. In the event that PSC fails to fully perform all such covenants and obligations in accordance with their terms or pay all or any part of such sums or deliver all or any part of such property when due, Parent will perform all such covenants and obligations in accordance with their terms or immediately pay or deliver to Seller (or such other payee or transferee as may be provided in any such agreement) the amount due and unpaid or the property not delivered, as the case may be, by PSC. In the event of bankruptcy, termination, liquidation or dissolution of PSC, this unconditional guaranty shall continue in full force and effect. In the event of any extension of time for payment or performance or other modification of any guaranteed obligation or covenant, or any waiver thereof or other compromise or indulgence with respect thereto or any release or impairment of any security for any such obligation or covenant, or any other circumstance which might otherwise constitute a legal or equitable discharge of a surety or guarantor, no notice to, or consent of, Parent shall be required.

Irrevocable Guaranty by Parent. To induce Seller Practice to execute and deliver this Agreement, Parent hereby unconditionally and irrevocably guarantees the Seller and Shareholders Practice the full, prompt and faithful performance by PSC Manager of all covenants and obligations to be performed by PSC Manager under this Agreement, including, but not limited to, the payment of all sums and delivery of all property stipulated to be transferred by PSC pursuant to this Agreement and PSC's obligation to indemnify the Seller and the Shareholders pursuant to Section 8.2. This guaranty shall be a guaranty of performance and of payment, not merely collection, and shall be unaffected by any subsequent modification or amendment of this Agreement whether or not Parent has knowledge of or consented to such modification or amendment. In the event that PSC Manager fails to fully perform any or all of such covenants and obligations in accordance with the provisions of this Agreement (as the same may be amended), Parent will perform all of its covenants and obligations in accordance with their terms or pay all or any part of such sums or deliver all or any part of such property when due, Parent will perform all such covenants and obligations in accordance with their terms or immediately pay or and deliver to Seller Practice (or such other payee or transferee as may be provided in any such agreementthis Agreement) the amount due and unpaid or the property not delivered, as the case may be, by PSCManager. In the event of bankruptcy, termination, liquidation or dissolution of PSCManager, this unconditional guaranty shall continue in full force and effect. In the event of any No extension of time for payment or performance or other modification of any guaranteed obligation or covenant, or any waiver thereof or other compromise or indulgence with respect thereto or any release or impairment of any security for any such obligation or covenant, or any other circumstance which might otherwise constitute a legal or equitable discharge of a surety or guarantor, shall be deemed a release of Parent, and no notice to, or consent of, Parent shall be required. Parent hereby waives (i) promptness and diligence in collection; (ii) notice of acceptance and notice of the incurrence of any obligation by Manager; (iii) notice of any actions taken by Manager; (iv) all other notices, demands and protests of every kind in connection with the enforcement of the obligations of Parent pursuant to this Section 12(a), the omission of or delay of which, but for the provisions of this Section 12(a), might constitute grounds for relieving Parent of its obligations under this Section 12(a); (v) the right to a trial by jury of any dispute arising under, or relating to, the guaranty set forth in this Section 12(a); (vi) any right or claim of right to cause a marshaling of Manager's assets or to cause the Physician Partners to proceed against any security before proceeding against Parent hereunder; and (vii) any requirement that the Physician Partners protect, secure, perfect or insure any security interest or lien in or on any property subject thereto or exhaust any right or take any action against Manager or any other person or any collateral as a precondition to the Physician Partners' right to enforce the guaranty set forth in this Section 12(a) in accordance with its terms. Without limiting the generality of the foregoing, Parent hereby waives any defense to the guaranty set forth in this Section 12(a) which may arise by reason of (A) the incapacity, lack of authority, death or disability of, or revocation hereof by, any person or entity, (B) the failure of the Physician Partners to file or enforce any claim against the estate (in probate, bankruptcy or any other proceedings) of any person or entity, or (C) any defense based upon an election of remedies by Physician Partners.