ResMed Inc Sample Clauses

ResMed Inc. Guarantee. ResMed Inc. hereby absolutely, unconditionally and irrevocably guarantees to the Company and the Effective Time Holders, as primary obligor and not merely as surety, the due, punctual and complete discharge of all payment and performance obligations of Parent and Merger Sub under this Agreement, and all reasonable costs and expenses incurred by the Company and the Effective Time Holders in connection with their enforcement, if applicable, of the payment obligations of Parent and Merger Sub under this Agreement (collectively, the “Guaranteed Obligations”). To the fullest extent permitted by law, ResMed Inc. hereby expressly and unconditionally waives (a) any and all rights to require the Company or the Effective Time Holders, as a condition of payment or performance of ResMed Inc. to proceed against the Parent or pursue any other remedies whatsoever and (b) to the fullest extent permitted by law, any defenses or benefits that may be derived from or afforded by law that limit the liability of or exonerate guarantors or sureties, except to the extent that any such defense is available to the Parent. In furtherance of the foregoing, ResMed Inc. acknowledges that the Company may, in its sole discretion, bring and prosecute an action against ResMed Inc. for the full amount of the Guaranteed Obligations, regardless of whether any action is brought against Parent or Merger Sub or whether Parent or Merger Sub is joined in any such action or actions. This Section 10.16 shall continue in effect until the date on which Parent and/or Merger Sub have fulfilled all of their respective obligations pursuant to the terms and conditions of this Agreement.
Sample 1
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ResMed Inc. Guarantee. ResMed Inc. hereby unconditionally and irrevocably guarantees to the Company and Stockholders’ Agent, as primary obligor and not merely as surety, the due, punctual and complete discharge of all payment and performance obligations of Parent and Merger Sub under this Agreement, and all reasonable costs and expenses incurred by the Company and Stockholders’ Agent in connection with their enforcement, if applicable, of the payment obligations of Parent , Merger Sub and ResMed Inc. under this Agreement (collectively, the “Guaranteed Obligations”). To the fullest extent permitted by law, ResMed Inc. hereby expressly and unconditionally waives (a) any and all rights to require the Company and Stockholders’ Agent, as a condition of payment or performance of ResMed Inc. to proceed against the Parent or Merger Sub or pursue any other remedies whatsoever and (b) any defenses or benefits that may be derived from or afforded by law that limit the liability of or exonerate guarantors or sureties, except to the extent that any such defense is available to the Parent. ResMed Inc. may not assign its obligations under this Section 11.16 without the prior written consent of the Stockholders’ Agent. ResMed Inc. agrees to the provisions of Section 11.1, Section 11.7 and Section 11.8 as if it were a party thereto.
Sample 1

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