Common use of Limited Guarantee Clause in Contracts

Limited Guarantee. (a) Subject to the terms and conditions herein, to induce SVU to enter into the TOA, the Guarantor, intending to be legally bound, hereby absolutely, irrevocably and unconditionally guarantees to SVU, the due and punctual payment of the Equity Financing to the Offeror (the “Obligations”); provided that, notwithstanding anything to the contrary herein, but subject to Section 1(f), it is explicitly acknowledged and agreed that if (i) the Equity Financing is paid to the Offeror in accordance with the Equity Commitment Letter, (ii) the Buyer Termination Fee (as such term is defined in the SPA) (and any interest required to be paid thereon pursuant to Section 7.3(a) of the SPA) is paid to SVU in accordance with the SPA, then, in the case of clause (i), upon payment of the Equity Financing to the Offeror, or in the case of clause (ii), upon payment of the Buyer Termination Fee (and any interest required to be paid thereon pursuant to Section 7.3(a) of the SPA) to SVU, and, for the avoidance of doubt, upon consummation of the Offer and Issuance (if applicable) in accordance with the TOA, the Guarantor’s guarantee of the Obligations will be deemed to be satisfied (the Obligations, as qualified by the limitations set forth in this proviso, the “Guaranteed Obligations”, and the Guarantor’s guarantee to satisfy such Guaranteed Obligations, the “Guarantee”). All payments hereunder shall be made in lawful money of the United States, in immediately available funds. In no event shall the Guarantor be obligated hereunder to make any payment other than in respect of the Guaranteed Obligations.

Limited Guarantee. (a) Subject to the terms and conditions herein, In order to induce SVU Buyer to enter into the TOAthis Agreement and for other good and valuable consideration, the Guarantor, intending to be legally bound, hereby absolutely, irrevocably and unconditionally guarantees to SVU, the due and punctual payment of the Equity Financing to the Offeror Xx. Xxxx (the “ObligationsGuarantor”); provided that, notwithstanding anything to the contrary hereinhereby irrevocably guarantees, but subject to Section 1(f), it is explicitly acknowledged and agreed that if (i) the Equity Financing is paid to the Offeror in accordance with the Equity Commitment Letter, (ii) the Buyer Termination Fee (as such term is defined in the SPA) (and any interest required to be paid thereon pursuant to Section 7.3(a) of the SPA) is paid to SVU in accordance with the SPA, then, in the case of clause (i), upon payment of the Equity Financing to the Offeror, or in the case of clause (ii), upon payment of the Buyer Termination Fee (and any interest required to be paid thereon pursuant to Section 7.3(a) of the SPA) to SVU, and, for the avoidance of doubt, upon consummation of the Offer and Issuance (if applicable) in accordance with the TOA, the Guarantor’s guarantee of the Obligations will be deemed to be satisfied (the Obligations, as qualified by the limitations set forth in this provisoSection 11.1, the payment of the obligations of Seller contained in Article IX in connection with a breach of Seller’s representations and warranties in Section 4.5 (Ownership of Shares) (the “Guaranteed Obligations”); it being agreed that without the prior written consent of Buyer, Seller or the Guarantor shall not have a right to satisfy the Guaranteed Obligations from the Escrow Funds or pursuant to any set-off of any amounts payable under this Agreement, and Buyer shall not be required to seek recovery from the Escrow Funds or pursuant to any set-off of any amounts payable under this Agreement prior to seeking recovery from the Guarantor pursuant to the terms of this Section 11.1. Buyer may (on behalf of the Buyer Indemnified Parties), at its sole option, elect to assert a claim pursuant to this Article XI against Guarantor with respect to the Guaranteed Obligations concurrently with or following the assertion of a claim against Seller with respect to the Guaranteed Obligations; provided that in no event shall the aggregate amount of Guarantor’s Liability pursuant to this Article XI exceed the Purchase Price, and in no event shall Buyer be entitled to any payment hereunder to the extent that such payment would constitute a duplicative payment for the same Loss. In the event that Seller is dissolved, revoked or is otherwise, for any reason, unable or unwilling to financially satisfy any or all of its indemnification obligations contained in Section 6.8(h) and Article IX, Guarantor shall, or shall cause one of its Affiliates with a financial credit and assets equal to or greater than Seller as of immediately after the Closing, to satisfy such obligations. Any payment by Guarantor pursuant to this Section 11.1 shall, for all purposes of Section 9.4, be deemed to be a payment by Seller in respect of Seller’s indemnification obligations pursuant to Section 9.2(a). The Guarantor hereby acknowledges that by reason of his relationship with Xxxxxx and the Company, the Guarantor will derive a substantial benefit from the transactions contemplated by this Agreement. The Guarantor hereby further acknowledges that the validity of this Article XI and the Guarantor’s guarantee to satisfy such Guaranteed Obligationsobligations under this Article XI shall not be affected or impaired by reason of any amendment, the “Guarantee”). All payments hereunder shall be made in lawful money of the United Stateswaiver, in immediately available funds. In no event shall the Guarantor be obligated hereunder to make any payment indulgence, forbearance or other than variance by Buyer under or in respect of this Agreement, or any bankruptcy, insolvency, receivership or other such Proceeding relating to Seller or the Guaranteed ObligationsCompany. Nothing set forth in this Section 11.1 confers or gives, or shall be construed to confer or give (i) to any Person other than Buyer (and any Buyer Indemnitee on whose behalf Buyer may act) any remedies under or by reason of the obligations of the Guarantor set forth in this Section 11.1 or (ii) to any Person any rights or remedies against any Person other than the Guarantor under or by reason of the obligations of the Guarantor set forth in this Section 11.1.

Limited Guarantee. (a) Subject to all of the terms and conditions hereinof this Limited Guarantee, to induce SVU to enter into the TOA, the Guarantor, intending to be legally bound, Guarantor hereby absolutely, irrevocably and unconditionally guarantees to SVU, Purchaser the due and punctual payment of all Damages under Seller’s indemnification obligations in Section 11.2(b) of the Equity Financing to the Offeror (the “Obligations”); provided thatPSA, notwithstanding anything to the contrary hereinwhether now or hereafter existing, but subject to Section 1(f)in each case, it is explicitly acknowledged and agreed that if (i) the Equity Financing is paid to the Offeror in accordance with the Equity Commitment Letterterms, (ii) the Buyer Termination Fee (as such term is defined in the SPA) (conditions and any interest required to be paid thereon pursuant to Section 7.3(a) limitations of the SPA) is paid to SVU in accordance with the SPA, then, in the case of clause PSA (i), upon payment of the Equity Financing to the Offeror, or in the case of clause (ii), upon payment of the Buyer Termination Fee (and any interest required to be paid thereon pursuant to Section 7.3(a) of the SPA) to SVU, and, for the avoidance of doubt, upon consummation of the Offer and Issuance (if applicable) in accordance with the TOA, the Guarantor’s guarantee of the Obligations will be deemed to be satisfied (the Obligations, as qualified by including the limitations set forth in this provisoSection 11.4 of the PSA) when (and only if) the same shall become due and payable by Seller in accordance with the terms of the PSA (collectively, the “Guaranteed Obligations”); provided, however, and notwithstanding anything to the Guarantor’s guarantee to satisfy contrary, the maximum aggregate liability of Guarantor hereunder shall not exceed an aggregate sum of ten percent (10%) of the Unadjusted Purchase Price under the PSA (such Guaranteed Obligationsamount, the “GuaranteeCap”). All payments hereunder In the event any Guaranteed Obligations shall not have been paid by Seller when due, Guarantor shall pay or cause to be made in lawful money paid (subject to the Cap) to Purchaser the unpaid amount of such Guaranteed Obligations that are then due and unpaid within ten (10) Business Days after written demand therefor from Purchaser. Notwithstanding anything to the United Statescontrary, in immediately available funds. In no event shall to the Guarantor be obligated hereunder extent Seller is relieved of any portion of its obligations under the PSA with respect to make any payment other than in respect of the Guaranteed Obligations, by satisfaction thereof or pursuant to any other written agreement executed by Purchaser (other than, for clarity but not limited to, due to the operation of bankruptcy, insolvency or similar laws), Guarantor shall be relieved of its obligations under this Limited Guarantee to the same extent. This Limited Guarantee may be enforced for the payment of money only.

Limited Guarantee. (a) Subject to the terms and conditions set forth herein, to induce SVU to enter into the TOA, the Guarantoreach Fund, intending to be legally bound, hereby absolutely, irrevocably and unconditionally guarantees to SVU, the Company the due and punctual performance and discharge of Parent and Merger Sub’s payment obligations in respect of any monetary damages required to be paid to the Company in accordance with the Merger Agreement if, as and when those obligations become payable under the Merger Agreement subject to, and solely in accordance with, the terms and conditions of the Equity Financing to the Offeror Merger Agreement (the “Guaranteed Obligations”); provided that, notwithstanding anything to the contrary hereincontained in this Section 3, but subject to Section 1(f), it is explicitly acknowledged and agreed that if (i) the Equity Financing liability of the Funds under this Section 3 is paid several and not joint and in no event shall any Fund’s aggregate liability under this Section 3 exceed, for each Fund, such Fund’s Pro Rata Percentage of $11,000,000 (such limitation on the aggregate liability of each Fund with respect to the Offeror Guaranteed Obligations as described in accordance with the Equity Commitment Letter, immediately preceding clause being herein referred to as the “Guarantee Cap”) and (ii) the Buyer Termination Fee (as such term is defined in the SPA) this Section 3 may not be enforced against any Fund without giving effect to its Guarantee Cap (and any interest required to the provisions of Sections 7 and 8 of this Letter). This Section 3 may be paid thereon pursuant to Section 7.3(a) of enforced for the SPA) is paid to SVU in accordance with the SPA, then, in the case of clause (i), upon payment of the Equity Financing to the Offerormoney only. Notwithstanding anything that may be expressed or implied in this Letter or any document or instrument delivered in connection herewith, or in the case of clause (ii), upon payment of the Buyer Termination Fee (and any interest required to be paid thereon pursuant to Section 7.3(a) of the SPA) to SVU, and, for the avoidance of doubt, upon consummation in no event shall any Fund have any obligation to make any payment or contribution under Section 1 of the Offer and Issuance (if applicable) this Letter at any time after such Fund has made full payment under this Section 3 in accordance with the TOAterms hereof. BDT Capital Partners Fund 3, L.P. hereby acknowledges and agrees that it is the Guarantor’s guarantee “ultimate parent entity” of Parent and Merger Sub for purposes of the Obligations HSR Act and will be deemed do all things necessary for Parent and Merger Sub to be satisfied (the Obligations, as qualified by the limitations set forth in this proviso, the “Guaranteed Obligations”, and the Guarantor’s guarantee to satisfy such Guaranteed Obligations, the “Guarantee”). All payments hereunder shall be made in lawful money comply with its obligations under Section 5.05 of the United States, Merger Agreement in immediately available funds. In no event shall the Guarantor be obligated hereunder to make any payment other than in respect of the Guaranteed Obligationsall material respects.

Limited Guarantee. (a) Subject to all of the terms and conditions hereinof this Limited Guarantee, to induce SVU to enter into the TOA, the Guarantor, intending to be legally bound, Guarantor hereby absolutely, irrevocably and unconditionally guarantees to SVU, Purchaser the due and punctual payment of all Damages under Seller’s indemnification obligations in Section 11.2(b) of the Equity Financing to the Offeror (the “Obligations”); provided thatPSA, notwithstanding anything to the contrary hereinwhether now or hereafter existing, but subject to Section 1(f)in each case, it is explicitly acknowledged and agreed that if (i) the Equity Financing is paid to the Offeror in accordance with the Equity Commitment Letterterms, (ii) the Buyer Termination Fee (as such term is defined in the SPA) (conditions and any interest required to be paid thereon pursuant to Section 7.3(a) limitations of the SPA) is paid to SVU in accordance with the SPA, then, in the case of clause PSA (i), upon payment of the Equity Financing to the Offeror, or in the case of clause (ii), upon payment of the Buyer Termination Fee (and any interest required to be paid thereon pursuant to Section 7.3(a) of the SPA) to SVU, and, for the avoidance of doubt, upon consummation of the Offer and Issuance (if applicable) in accordance with the TOA, the Guarantor’s guarantee of the Obligations will be deemed to be satisfied (the Obligations, as qualified by including the limitations set forth in this provisoSection 11.4 of the PSA) when (and only if) the same shall become due and payable by Seller in accordance with the terms of the PSA (collectively, the “Guaranteed Obligations”); provided, however, and notwithstanding anything to the contrary, the maximum aggregate liability of Guarantor hereunder shall not exceed an aggregate sum of fifteen percent (15%) of the Unadjusted Purchase Price under the PSA, net to the interest in Seller held by Guarantor’s guarantee to satisfy Affiliates (such Guaranteed Obligationsamount, the “GuaranteeCap”). All payments hereunder In the event any Guaranteed Obligations shall not have been paid by Seller when due, Guarantor shall pay or cause to be made in lawful money paid (subject to the Cap) to Purchaser the unpaid amount of such Guaranteed Obligations that are then due and unpaid within ten (10) Business Days after written demand therefor from Purchaser. Notwithstanding anything to the United Statescontrary, in immediately available funds. In no event shall to the Guarantor be obligated hereunder extent Seller is relieved of any portion of its obligations under the PSA with respect to make any payment other than in respect of the Guaranteed Obligations, by satisfaction thereof or pursuant to any other written agreement executed by Purchaser (other than, for clarity but not limited to, due to the operation of bankruptcy, insolvency or similar laws), Guarantor shall be relieved of its obligations under this Limited Guarantee to the same extent. This Limited Guarantee may be enforced for the payment of money only.

Limited Guarantee. (a) Subject to the terms and conditions herein, to induce SVU to enter into the TOA, the The Guarantor, intending to be legally bound, hereby absolutely, irrevocably and unconditionally guarantees to SVUthe Vendor, severally and not jointly with any other Person, on the terms and subject to the conditions set forth herein, the due payment, if and punctual payment when due, of (a) the reimbursement and indemnification obligations of the Equity Financing Purchaser pursuant to, and subject to the Offeror limitations of, Section 2.6(e), the last sentence of Section 5.3(d) and Section 5.3(e) of the Purchase Agreement in the event the Purchase Agreement is terminated and (b) the Purchaser Termination Fee, less the Deposit, and any amounts owing from the Purchaser pursuant to Section 7.3(d), by the Purchaser upon the terms and subject to the conditions set forth in Section 7.3 of the Purchase Agreement (such obligations, collectively, the “Obligations”); provided thatprovided, notwithstanding anything that the maximum aggregate liability of the Guarantor shall in no event exceed $8,750,000 (the “Cap”); provided, further, that the Guarantor shall not be liable for any amount in excess of 50% (the “Pro Rata Share”) of any Obligation. The Vendor hereby agrees that in no event shall the Guarantor be required to pay to any Person or Persons under this Limited Guarantee an amount, together with all other amounts paid by or on behalf of the Guarantor hereunder, in excess of the Cap or its Pro Rata Share of any Obligations, it being understood that this Limited Guarantee may not be enforced against the Guarantor without giving effect to the contrary hereinCap or the second proviso of the immediately preceding sentence, but subject to Section 1(f), it is explicitly acknowledged and agreed that if (i) neither the Equity Financing is paid to the Offeror in accordance with the Equity Commitment Letter, (ii) the Buyer Termination Fee Guarantor nor any Guarantor Related Party (as such term is defined hereinafter defined) shall have any obligation or liability to any Person relating to, arising out of or in the SPA) (and any interest required to be paid thereon pursuant to Section 7.3(a) of the SPA) is paid to SVU in accordance with the SPAconnection with, thenthis Limited Guarantee or, in the case of clause (i)the Guarantor, upon the Purchase Agreement, other than as expressly set forth herein. The Vendor acknowledges that in the event the Purchaser has not satisfied all or a portion of the Obligations, indefeasible payment of the Equity Financing to the Offeror, or in the case of clause (ii), upon payment unsatisfied portion of the Buyer Termination Fee (and Obligations by any interest required to be paid thereon pursuant to Section 7.3(a) other Person on behalf of the SPA) to SVU, and, for the avoidance Guarantor shall constitute satisfaction in full of doubt, upon consummation of the Offer and Issuance (if applicable) in accordance with the TOA, the Guarantor’s guarantee of the Obligations will be deemed to be satisfied (the Obligations, as qualified by the limitations set forth in this proviso, the “Guaranteed Obligations”, and the Guarantor’s guarantee to satisfy such Guaranteed Obligations, the “Guarantee”)obligations with respect thereto. All payments hereunder shall be made in lawful money of the United States, in immediately available funds. In no event shall the Guarantor be obligated hereunder to make any payment other than in respect of the Guaranteed Obligations.

Limited Guarantee. (a) Subject to To induce the terms and conditions herein, to induce SVU Company to enter into the TOAMerger Agreement, the Guarantor, intending to be legally bound, hereby absolutely, irrevocably and unconditionally unconditionally, guarantees to SVUthe Company, up to the Maximum Amount, the due and punctual payment and performance obligations of Parent and Merger Sub and the Equity Financing to the Offeror Merger Agreement (the “Obligations”); provided that, notwithstanding anything to the contrary contained herein, but subject to Section 1(f), it is explicitly acknowledged and agreed that if (iA) in the Equity Financing is paid event that all conditions in Sections 6.1 and 6.3 of the Merger Agreement (other than those not satisfied primarily due to the Offeror in accordance failure of Parent or Merger Sub to have performed their respective obligations under the Merger Agreement) have been satisfied (or with the Equity Commitment Letter, (ii) the Buyer Termination Fee (as such term is defined in the SPA) (and any interest required respect to certificates to be paid thereon pursuant delivered at the Closing, are capable of being satisfied upon the Closing) or waived (to Section 7.3(athe extent waivable by Parent) of at the SPA) is paid to SVU in accordance with time when the SPA, then, in Closing would have occurred but for the case of clause (i), upon payment failure of the Equity Financing to be funded or the Offerorfailure of any conditions in Section 6.2 of the Merger Agreement to have been satisfied, or in then upon the case funding of clause the Equity Financing, the Guarantor’s guarantee of the Obligations will be deemed satisfied; and (ii)B) if the Company exercises its right to terminate the Merger Agreement pursuant to Section 7.1(c)(i) of the Merger Agreement and receive the Parent Termination Fee, then, upon the payment of the Buyer Parent Termination Fee (and any interest required to be paid thereon pursuant to Section 7.3(a) of the SPA) to SVU, and, for the avoidance of doubt, upon consummation of the Offer and Issuance (if applicable) in accordance with the TOACompany, the Guarantor’s guarantee of the Obligations will be deemed to be satisfied (the relevant Obligations, as qualified by the limitations set forth in clauses (A) and (B) of this provisoprovision, the “Guaranteed Applicable Obligations”). The parties understand and agree that the maximum aggregate liability of the Guarantor in respect of any and all Obligations hereunder shall not exceed $113,800,000 (the “Maximum Amount”), and the Guarantor’s guarantee Company agrees that this Limited Guarantee may not be enforced without giving effect to satisfy such Guaranteed Obligations, the “Guarantee”)Maximum Amount. All payments hereunder shall be made in lawful money of the United States, in immediately available funds. In This Limited Guarantee is an unconditional guarantee of payment and not of collectibility and is in no event shall way conditioned upon any requirement that the Guarantor be obligated hereunder Company first attempt to make collect any payment other than amounts in respect of the Guaranteed Obligations from Parent or Merger Sub or resort to any security or other means of collecting payments. The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind (other than defenses to the payment of the Obligations that are available to Parent or Merger Sub under the Merger Agreement), except as provided in Section 1(b) below. If Parent or Merger Sub is in breach of its Obligations, then the Company may at any time and from time to time, at the Company’s option, take any and all actions available under the Merger Agreement (subject to the limitations set forth in the Merger Agreement) or under applicable Law to enforce its rights thereunder and to enforce its rights under this Limited Guarantee. Subject to and in furtherance of the foregoing, the Guarantor acknowledges and agrees that the Company may, in its sole discretion, bring and prosecute a separate action or actions against the Guarantor to enforce its rights under this Limited Guarantee.

Limited Guarantee. (a) Subject to the terms and conditions herein, In order to induce SVU Buyer to enter into the TOAthis Agreement and for other good and valuable consideration, the Guarantor, intending to be legally bound, hereby absolutely, irrevocably and unconditionally guarantees to SVU, the due and punctual payment of the Equity Financing to the Offeror Mx. Xxxx (the “ObligationsGuarantor”); provided that, notwithstanding anything to the contrary hereinhereby irrevocably guarantees, but subject to Section 1(f), it is explicitly acknowledged and agreed that if (i) the Equity Financing is paid to the Offeror in accordance with the Equity Commitment Letter, (ii) the Buyer Termination Fee (as such term is defined in the SPA) (and any interest required to be paid thereon pursuant to Section 7.3(a) of the SPA) is paid to SVU in accordance with the SPA, then, in the case of clause (i), upon payment of the Equity Financing to the Offeror, or in the case of clause (ii), upon payment of the Buyer Termination Fee (and any interest required to be paid thereon pursuant to Section 7.3(a) of the SPA) to SVU, and, for the avoidance of doubt, upon consummation of the Offer and Issuance (if applicable) in accordance with the TOA, the Guarantor’s guarantee of the Obligations will be deemed to be satisfied (the Obligations, as qualified by the limitations set forth in this provisoSection 11.1, the payment of the obligations of Seller contained in Article IX in connection with a breach of Seller’s representations and warranties in Section 4.5 (Ownership of Shares) (the “Guaranteed Obligations”); it being agreed that without the prior written consent of Buyer, Seller or the Guarantor shall not have a right to satisfy the Guaranteed Obligations from the Escrow Funds or pursuant to any set-off of any amounts payable under this Agreement, and Buyer shall not be required to seek recovery from the Escrow Funds or pursuant to any set-off of any amounts payable under this Agreement prior to seeking recovery from the Guarantor pursuant to the terms of this Section 11.1. Buyer may (on behalf of the Buyer Indemnified Parties), at its sole option, elect to assert a claim pursuant to this Article XI against Guarantor with respect to the Guaranteed Obligations concurrently with or following the assertion of a claim against Seller with respect to the Guaranteed Obligations; provided that in no event shall the aggregate amount of Guarantor’s Liability pursuant to this Article XI exceed the Purchase Price, and in no event shall Buyer be entitled to any payment hereunder to the extent that such payment would constitute a duplicative payment for the same Loss. In the event that Seller is dissolved, revoked or is otherwise, for any reason, unable or unwilling to financially satisfy any or all of its indemnification obligations contained in Section 6.8(h) and Article IX, Guarantor shall, or shall cause one of its Affiliates with a financial credit and assets equal to or greater than Seller as of immediately after the Closing, to satisfy such obligations. Any payment by Guarantor pursuant to this Section 11.1 shall, for all purposes of Section 9.4, be deemed to be a payment by Seller in respect of Seller’s indemnification obligations pursuant to Section 9.2(a). The Guarantor hereby acknowledges that by reason of his relationship with Seller and the Company, the Guarantor will derive a substantial benefit from the transactions contemplated by this Agreement. The Guarantor hereby further acknowledges that the validity of this Article XI and the Guarantor’s guarantee to satisfy such Guaranteed Obligationsobligations under this Article XI shall not be affected or impaired by reason of any amendment, the “Guarantee”). All payments hereunder shall be made in lawful money of the United Stateswaiver, in immediately available funds. In no event shall the Guarantor be obligated hereunder to make any payment indulgence, forbearance or other than variance by Buyer under or in respect of this Agreement, or any bankruptcy, insolvency, receivership or other such Proceeding relating to Seller or the Guaranteed ObligationsCompany. Nothing set forth in this Section 11.1 confers or gives, or shall be construed to confer or give (i) to any Person other than Buyer (and any Buyer Indemnitee on whose behalf Buyer may act) any remedies under or by reason of the obligations of the Guarantor set forth in this Section 11.1 or (ii) to any Person any rights or remedies against any Person other than the Guarantor under or by reason of the obligations of the Guarantor set forth in this Section 11.1.

Limited Guarantee. (a) Subject To induce the Guaranteed Parties to enter into the Transaction Agreement, the Guarantor hereby absolutely, unconditionally and irrevocably guarantees to the Guaranteed Parties, subject to the terms and conditions set forth herein, to induce SVU to enter into the TOAdue, the Guarantor, intending to be legally bound, hereby absolutely, irrevocably and unconditionally guarantees to SVU, the due complete and punctual payment payment, observance, performance and discharge of the Equity Financing payment obligations of Buyer with respect to the Offeror (the “Obligations”); provided that, notwithstanding anything to the contrary herein, but subject to Section 1(f), it is explicitly acknowledged and agreed that if (i) the Equity Financing is paid Purchaser Termination Fee, if, when, and as due, pursuant to Section 9.03(b) of the Offeror in accordance with the Equity Commitment LetterTransaction Agreement, (ii) the Buyer Other Regulatory Termination Fee (Fee, if, when, and as such term is defined in the SPA) (and any interest required to be paid thereon due, pursuant to Section 7.3(a9.03(c) of the SPATransaction Agreement (together with the Purchaser Termination Fee, the “Buyer Fee Obligations”), (iii) is paid the Enforcement Costs, if, when, and as due pursuant to SVU Section 9.03(e) of the Transaction Agreement (the “Enforcement Expense Obligation” and with the Buyer Fee Obligations, the “Fee Obligations”), and (iv) all amounts payable (and solely to the extent payable pursuant to a final arbitral decision or order of a court of competent jurisdiction) as damages as a result of Fraud or any intentional and willful breach by the Buyer of the Transaction Agreement under and in accordance with the SPAterms of the Transaction Agreement, then(the “Damages Obligation”). The Fee Obligations and the Damages Obligations are collectively referred to herein as the “Obligations”. In no event shall the Guarantor’s maximum liability under this Limited Guarantee with respect to items (i)-(iii) exceed an amount equal to (A) the Payment Fund, minus (B) the amount of any Obligations actually paid by or on behalf of the Buyer or Guarantor to any of the Guaranteed Parties pursuant to this Limited Guarantee (the “Cap”). The Guaranteed Parties may, in their sole discretion, bring and prosecute a separate Proceeding against the case Guarantor for the full amount of clause the Obligations (isubject, in respect of the Fee Obligations, to the Cap), upon regardless of whether the Proceeding is brought against Buyer, or whether Bxxxx is joined in any such Proceeding; provided, however, that in no event shall the Guarantor be required to pay any amount under, in respect of, or in connection with the Fee Obligations in excess of the Cap. The parties agree that the Fee Obligations may not be enforced without giving effect to the Cap and the immediately preceding sentence and that the Guaranteed Parties will not seek to enforce the Fee Obligations for an amount in excess of the Cap. Notwithstanding anything to the contrary contained in this Limited Guarantee or any other document, the Guarantor reserves the right to, and each Guaranteed Party covenants and agrees that the Guarantor may, assert any and all defenses to the payment of the Equity Financing Obligations that Buyer may have under the Transaction Agreement. Each Guaranteed Party hereby agrees that the Guarantor shall have no obligation or liability to any Person under this Limited Guarantee or the OfferorTransaction Agreement (whether in law, in equity, in contract, in tort or in the case of clause (ii), upon payment otherwise) other than as expressly set forth herein or under that certain letter agreement dated as of the date hereof between the Guarantor and Buyer, pursuant to which the Guarantor has agreed to make a certain equity contribution to Buyer Termination Fee (and the “Equity Commitment Letter”) or the Transaction Agreement; provided, however, that the foregoing is not intended to diminish or otherwise limit in any interest required to be paid thereon way the Guaranteed Parties’ rights under the Transaction Agreement, including pursuant to Section 7.3(a) 10.02 of the SPA) to SVU, and, for the avoidance of doubt, upon consummation of the Offer and Issuance (if applicable) in accordance with the TOA, the Guarantor’s guarantee of the Obligations will be deemed to be satisfied (the Obligations, as qualified by the limitations set forth in this proviso, the “Guaranteed Obligations”, and the Guarantor’s guarantee to satisfy such Guaranteed Obligations, the “Guarantee”)Transaction Agreement. All payments hereunder shall be made in lawful money of the United States, U.S. Dollars in immediately available funds. In no event If Buyer fails to discharge its Obligations when due (whether or not any bankruptcy or similar proceeding shall have stayed the accrual or collection of any of such Obligation or operated as a discharge thereof), each Guaranteed Party may at any time and from time to time, at such Guaranteed Party’s option, and so long as Buyer has failed to perform any of its Obligations, take any and all actions available hereunder or under Applicable Law in accordance with the terms of this Limited Guarantee to enforce the obligations of the Guarantor be obligated hereunder in respect of such Obligations, subject to make any payment other than the terms of this Limited Guarantee, including in respect of the Guaranteed Fee Obligations, the Cap.