Common use of TERMINATION; CONTINUING GUARANTEE Clause in Contracts

TERMINATION; CONTINUING GUARANTEE. Subject to Section 3(d), this Limited Guarantee shall take effect concurrently with other limited guarantee executed by Other Guarantees, and shall terminate and the Guarantor shall have no further obligations hereunder upon the earliest to occur of (a) the Effective Time, (b) the payment in full of the Obligations subject always to the Maximum Amount, and (c) the valid termination of the Merger Agreement in accordance with its terms under the circumstance in which Parent and/or Merger Sub would not be obligated to make any payment of any Obligations. Notwithstanding the immediately preceding sentence, the obligations of the Guarantor hereunder shall expire automatically six (6) months following the valid termination of the Merger Agreement in a manner that gives rise to an obligation of Parent and/or Merger Sub to make any payment of any Obligations at the time of such termination (the “Fee Claim Period”), unless a claim for payment of the Obligations, subject always to the Maximum Amount, is made in accordance with this Limited Guarantee prior to the end of the Fee Claim Period, in which case the Guarantor’s obligations hereunder shall be discharged upon the date on which such claim is finally satisfied or otherwise resolved by agreement of the parties hereto pursuant to Section 12 (and payment in full of any amounts required to be paid by such resolution). Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its controlled Affiliates asserts in any litigation or other proceeding that any provisions of this Limited Guarantee limiting the Guarantor’s liability to the Maximum Amount are illegal, invalid or unenforceable in whole or in part or that the Guarantor is liable in excess of or to a greater extent than the Maximum Amount, or asserts any theory of liability against any Non-Recourse Party other than the Retained Claims (as defined below), then (x) all obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and be null and void, (y) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover the full amount of such payments and (z) neither the Guarantor nor any Non-Recourse Party shall have any liability to the Guaranteed Party with respect to the Merger Agreement and the transactions contemplated thereby, the Equity Financing or under this Limited Guarantee.

TERMINATION; CONTINUING GUARANTEE. Subject to the last sentence of Section 3(d)3, this Limited Guarantee shall take remain in full force and effect concurrently with other limited guarantee executed by Other Guarantees, and shall terminate be binding on each Guarantor, its successors and the Guarantor shall have no further obligations hereunder upon assigns until the earliest to occur of (a) the Effective TimeClosing of the Merger under the Merger Agreement, (b) the payment in full all of the Guaranteed Obligations subject always to the Maximum Amountand other amounts payable under this Limited Guarantee have been paid in full, and (c) the valid date falling ninety (90) days from the date of the termination of the Merger Agreement in accordance with its terms under if the circumstance in which Parent and/or Merger Sub would Guaranteed Party has not be obligated to make any payment of any Obligations. Notwithstanding the immediately preceding sentence, the obligations of the Guarantor hereunder shall expire automatically six (6) months following the valid termination of the Merger Agreement in presented a manner that gives rise to an obligation of Parent and/or Merger Sub to make any payment of any Obligations at the time of such termination (the “Fee Claim Period”), unless a bona fide written claim for payment of any Guaranteed Obligation to any Guarantor by such date; provided, that if the Obligations, subject always Guaranteed Party has presented such a bona fide claim to the Maximum Amount, is made in accordance with any Guarantor by such date this Limited Guarantee prior to the end of the Fee Claim Period, in which case the Guarantor’s obligations hereunder shall be discharged terminate upon the date on which such claim claim(s) is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 12 (and payment in full of any amounts required to be paid by such resolution)hereto. Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its controlled Affiliates asserts in any litigation or other proceeding that any provisions provision of this Limited Guarantee limiting the any Guarantor’s liability to the its applicable Maximum Amount are illegal, invalid or unenforceable in whole or in part or that the any Guarantor is liable in excess of or to a greater extent than the its applicable Maximum Amount, or asserts any theory of liability against any Non-Recourse Party with respect to the Merger Agreement and the transactions contemplated thereby, the Equity Financing or under this Limited Guarantee, other than the Retained Claims (as defined belowin Section 9 hereof), then (x) all the obligations of the Guarantor Guarantors under this Limited Guarantee shall terminate ab initio and be null and voidvoid ab initio, (y) if the any Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover the full amount of such payments payments, and (z) neither the Guarantor Guarantors nor any Non-Recourse Party shall have any liability to the Guaranteed Party with respect to the Merger Agreement and the transactions contemplated thereby, the Equity Financing or under this Limited Guarantee. Notwithstanding anything in this Limited Guarantee to the contrary, if any Guarantor (i) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or a substantial portion of its properties and other assets to any Person such that the sum of such Guarantor’s remaining net assets plus uncalled capital is less than an amount equal to such Guarantor’s Maximum Amount, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any applicable law, against such continuing or surviving entity or such Person, as the case may be, but only to the extent of the liability of such Guarantor hereunder. If any payment or payments made by Parent or any Guarantor or any part thereof, are subsequently invalidated, declared to be fraudulent or preferential, set aside or are required to be repaid to a trustee, receiver or any other person under any bankruptcy act, state or federal law, common law or equitable cause, then to the extent of such payment or payments, the Guaranteed Obligations or part thereof hereunder intended to be satisfied shall be revived and continued in full force and effect as if said payment or payments had not been made.

TERMINATION; CONTINUING GUARANTEE. (a) Subject to the last sentence of Section 3(d3(e), this Limited Guarantee shall take effect concurrently with other limited guarantee executed by Other Guarantees, may not be revoked or terminated and shall terminate remain in full force and effect and shall be binding on the Guarantor shall have no further obligations hereunder upon Guarantor, its successors and assigns until the earliest to occur of (ai) the full amount of the Guarantor’s Guaranteed Percentage of the Obligations (subject to the Cap to the extent applicable) payable under this Limited Guarantee having been paid in full by the Guarantor or its successors or permitted assigns, (ii) the Effective Time, (biii) the payment in full of the Obligations subject always to the Maximum Amount, and (c) the valid termination of the Merger Amalgamation Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Amalgamation Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Amalgamation Agreement and (iv) ninety (90) days after any termination of the Amalgamation Agreement in accordance with its terms under the circumstance circumstances in which Parent and/or Merger and Amalgamation Sub would not be obligated to make any pay the Parent Termination Fee under Section 8.06(b) of the Amalgamation Agreement if the Guaranteed Party has not initiated a claim or proceeding in accordance with the terms of the Amalgamation Agreement for payment of any Obligations. Notwithstanding the immediately preceding sentence, the obligations of Obligation to the Guarantor hereunder shall expire automatically six by such ninetieth (690th) months following day; provided that if the valid termination of the Merger Agreement in a manner that gives rise to an obligation of Parent and/or Merger Sub to make any payment of any Obligations at the time of such termination (the “Fee Claim Period”), unless Guaranteed Party has initiated a claim for payment of the Obligationsor proceeding on or before such ninetieth (90th) day, subject always to the Maximum Amount, is made in accordance with this Limited Guarantee prior to the end of the Fee Claim Period, in which case the Guarantor’s obligations hereunder shall be discharged terminate upon the date on which such claim or proceeding is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 12 (and payment in full of any amounts required to be paid by such resolution)10. Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its controlled Affiliates asserts in any litigation or other proceeding that any provisions of this Limited Guarantee limiting the Guarantor’s liability to the Maximum Amount are illegal, invalid or unenforceable in whole or in part or that the The Guarantor is liable in excess of or to a greater extent than the Maximum Amount, or asserts any theory of liability against any Non-Recourse Party other than the Retained Claims (as defined below), then (x) all shall have no further obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and be null and void, (y) if the Guarantor has previously made any payments under following termination in accordance with this Limited Guarantee, it shall be entitled to recover the full amount of such payments and (z) neither the Guarantor nor any Non-Recourse Party shall have any liability to the Guaranteed Party with respect to the Merger Agreement and the transactions contemplated thereby, the Equity Financing or under this Limited GuaranteeSection 8.

TERMINATION; CONTINUING GUARANTEE. Subject to the last sentence of Section 3(d)3, this Limited Guarantee shall take remain in full force and effect concurrently with other limited guarantee executed by Other Guarantees, and shall terminate be binding on each Guarantor, its successors and the Guarantor shall have no further obligations hereunder upon assigns until the earliest to occur of (a) the Effective TimeClosing of the Merger under the Merger Agreement, (b) all of the payment Guaranteed Obligations and other amounts payable under this Limited Guarantee have been paid in full of the Obligations subject always to the Maximum Amount, and (c) the valid date falling ninety (90) days from the date of the termination of the Merger Agreement in accordance with its terms under if the circumstance in which Parent and/or Merger Sub would Guaranteed Party has not be obligated to make any payment of any Obligations. Notwithstanding the immediately preceding sentence, the obligations of the Guarantor hereunder shall expire automatically six (6) months following the valid termination of the Merger Agreement in presented a manner that gives rise to an obligation of Parent and/or Merger Sub to make any payment of any Obligations at the time of such termination (the “Fee Claim Period”), unless a bona fide written claim for payment of any Guaranteed Obligation to any Guarantor by such date; provided, that if the Obligations, subject always Guaranteed Party has presented such a bona fide claim to the Maximum Amount, is made in accordance with any Guarantor by such date this Limited Guarantee prior to the end of the Fee Claim Period, in which case the Guarantor’s obligations hereunder shall be discharged terminate upon the date on which such claim claim(s) is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 12 (and payment in full of any amounts required to be paid by such resolution)hereto. Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its controlled Affiliates asserts in any litigation or other proceeding that any provisions provision of this Limited Guarantee limiting the any Guarantor’s liability to the respective Maximum Amount are illegal, invalid or unenforceable in whole or in part or that the any Guarantor is liable in excess of or to a greater extent than the respective Maximum Amount, or asserts any theory of liability against any Non-Recourse Party with respect to the Merger Agreement and the transactions contemplated thereby, the Equity Financing or under this Limited Guarantee, other than the Retained Claims (as defined belowin Section 9 hereof), then (x) all the obligations of the Guarantor Guarantors under this Limited Guarantee shall terminate ab initio and be null and voidvoid ab initio, (y) if the any Guarantor has previously made any payments under this Limited Guarantee, he, she or it shall be entitled to recover the full amount of such payments and (z) neither the Guarantor Guarantors nor any Non-Recourse Party shall have any liability to the Guaranteed Party with respect to the Merger Agreement and the transactions contemplated thereby, the Equity Financing or under this Limited Guarantee. Notwithstanding anything in this Limited Guarantee to the contrary, if any Guarantor (i) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or a substantial portion of its properties and other assets to any Person such that the sum of such Guarantor’s remaining net assets plus uncalled capital is less than an amount equal to such Guarantor’s Maximum Amount, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any applicable law, against such continuing or surviving entity or such Person, as the case may be, but only to the extent of the liability of such Guarantor hereunder. If any payment or payments made by Holdco, Parent or any Guarantor or any part thereof, are subsequently invalidated, declared to be fraudulent or preferential, set aside or are required to be repaid to a trustee, receiver or any other person under any bankruptcy act, state or federal law, common law or equitable cause, then to the extent of such payment or payments, the Guaranteed Obligations or part thereof hereunder intended to be satisfied shall be revived and continued in full force and effect as if said payment or payments had not been made.

TERMINATION; CONTINUING GUARANTEE. Subject to the last paragraph of Section 3(d)3, this Limited Guarantee shall take remain in full force and effect concurrently with other limited guarantee executed by Other Guarantees, and shall terminate be binding on each Guarantor, its successors and the Guarantor shall have no further obligations hereunder upon assigns until the earliest to occur of (a) the Effective TimeClosing of the Merger under the Merger Agreement, (b) all of the payment Guaranteed Obligations and other amounts payable under this Limited Guarantee have been paid in full of the Obligations subject always to the Maximum Amount, and (c) the valid date falling thirty (30) days from the date of the termination of the Merger Agreement in accordance with its terms under if the circumstance in which Parent and/or Merger Sub would Guaranteed Party has not be obligated to make any payment of any Obligations. Notwithstanding the immediately preceding sentence, the obligations of the Guarantor hereunder shall expire automatically six (6) months following the valid termination of the Merger Agreement in presented a manner that gives rise to an obligation of Parent and/or Merger Sub to make any payment of any Obligations at the time of such termination (the “Fee Claim Period”), unless a bona fide written claim for payment of any Guaranteed Obligation to any Guarantor by such date; provided, that if the Obligations, subject always Guaranteed Party has presented such a bona fide claim to the Maximum Amount, is made in accordance with any Guarantor by such date this Limited Guarantee prior to the end of the Fee Claim Period, in which case the Guarantor’s obligations hereunder shall be discharged terminate upon the date on which such claim claim(s) is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 12 (and payment in full of any amounts required to be paid by such resolution)hereto. Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its controlled Affiliates asserts in any litigation or other proceeding that any provisions provision of this Limited Guarantee limiting the any Guarantor’s liability to the respective Maximum Amount are illegal, invalid or unenforceable in whole or in part or that the any Guarantor is liable in excess of or to a greater extent than the respective Maximum Amount, or asserts any theory of liability against any Non-Recourse Party (as defined in Section 9 hereof) with respect to the Merger Agreement and the transactions contemplated thereby, or under this Limited Guarantee, other than the Retained Claims (as defined belowin Section 9 hereof), then (x) all the obligations of the Guarantor Guarantors under this Limited Guarantee shall terminate ab initio and be null and voidvoid ab initio, (y) if the any Guarantor has previously made any payments under this Limited Guarantee, it he or she shall be entitled to recover the full amount of such payments and (z) neither the Guarantor Guarantors nor any Non-Recourse Party shall have any liability to the Guaranteed Party with respect to the Merger Agreement and the transactions contemplated thereby, the Equity Financing or under this Limited Guarantee. Notwithstanding anything in this Limited Guarantee to the contrary, if any Guarantor transfers or conveys all or a substantial portion of his or her properties and other assets to any Person such that the sum of such Guarantor’s remaining net assets plus uncalled capital is less than an amount equal to such Guarantor’s Maximum Amount, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any applicable law, against such continuing or surviving entity or such Person, as the case may be, but only to the extent of the liability of such Guarantor hereunder. If any payment or payments made by Acquisition or any Guarantor or any part thereof, are subsequently invalidated, declared to be fraudulent or preferential, set aside or are required to be repaid to a trustee, receiver or any other Person under any bankruptcy act, state or federal law, common law or equitable cause, then to the extent of such payment or payments, the Guaranteed Obligations or part thereof hereunder intended to be satisfied shall be revived and continued in full force and effect as if said payment or payments had not been made.

TERMINATION; CONTINUING GUARANTEE. Subject to the last sentence of Section 3(d)3, this Limited Guarantee shall take remain in full force and effect concurrently with other limited guarantee executed by Other Guarantees, and shall terminate be binding on the Guarantor, its successors and assigns until the Guarantor shall have no further obligations hereunder upon the earliest to occur earlier of (a) the Effective TimeClosing of the Merger under the Merger Agreement, (b) in the payment in full case of the Obligations subject always to the Maximum Amount, and (c) the valid termination of the Merger Agreement in accordance with its terms under the circumstance in which Parent and/or Merger Sub would not be obligated to make any payment of any Obligations. Notwithstanding the immediately preceding sentence, the obligations of the Guarantor hereunder shall expire automatically six (6) months following the valid a termination of the Merger Agreement in a manner that gives rise to an circumstance which does not result in any obligation on the part of Parent and/or Merger Sub to make any payment or performance of any Obligations and no Obligation is payable at the time of such termination termination, upon such termination, (the “Fee Claim Period”), unless a claim for payment of the Obligations, subject always to the Maximum Amount, is made in accordance with c) all amounts payable under this Limited Guarantee prior to have been paid in full, and (d) in the end case of a termination of the Fee Claim PeriodMerger Agreement in a circumstance which results in any obligation on the part of Parent and/or Merger Sub to make any payments or performance of any Obligations or there is otherwise any outstanding Obligation at the time of such termination, the date falling 120 days after such termination (unless, in this case of this sub-clause (d) only, the Guaranteed Party has presented or previously made a written claim by such date, in which case the Guarantor’s obligations hereunder this Limited Guarantee shall be discharged terminate upon the date on which that such claim is finally satisfied or otherwise resolved by agreement of the parties hereto pursuant to Section 12 (and payment in full of any amounts required to be paid by in respect of such final resolution). Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its controlled Affiliates asserts in any litigation or other proceeding that any provisions of this Limited Guarantee limiting the Guarantor’s liability to the Maximum Amount are illegal, invalid or unenforceable in whole or in part or that the Guarantor is liable in excess of or to a greater extent than the Maximum Amount, or asserts any theory of liability against any Non-Recourse Party or, other than the Retained Claims (each as defined below), then (x) all the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and be null and void, (y) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover the full amount of such payments and (z) neither the Guarantor nor any Non-Recourse Party shall have any liability to the Guaranteed Party with respect to the Merger Agreement and the transactions contemplated thereby, the Equity Financing thereby or under this Limited Guarantee. If any payment or payments of the Obligations made by Parent or Merger Sub or any part thereof, are subsequently required to be repaid to a trustee, receiver or any other person under any bankruptcy act, state or federal law, common law or equitable cause, then to the extent of such payment or payments, the Obligations or part thereof with respect to the Guarantor hereunder intended to be satisfied shall be revived and continued in full force and effect as if said payment or payments of the Obligations required to be repaid had not been made.

TERMINATION; CONTINUING GUARANTEE. Subject to the last sentence of Section 3(d)3, this Limited Guarantee shall take remain in full force and effect concurrently with other limited guarantee executed by Other Guarantees, and shall terminate be binding on each Guarantor, its successors and assigns until the Guarantor shall have no further obligations hereunder upon the earliest to occur earlier of (a) the Effective Time, (b) the payment in full of the Obligations subject always to the Maximum Amount, and (c) the valid termination of the Merger Agreement in accordance with its terms under the circumstance in which Parent and/or Merger Sub would not be obligated to make any payment of any Obligations. Notwithstanding the immediately preceding sentence, the obligations of the Guarantor hereunder shall expire automatically six (6) months following the valid termination of the Merger Agreement in a manner that gives rise to an circumstance which does not result in any obligation on the part of Parent and/or Merger Sub to make pay the Company the Parent Termination Fee or pay any payment of any Obligations at the time of such termination (the “Fee Claim Period”), unless a claim for payment other amounts pursuant to Section 8.06(c) or Section 6.17 of the ObligationsMerger Agreement, subject always to the Maximum Amount, is made in accordance with and (c) all amounts payable under this Limited Guarantee prior to the end of the Fee Claim Period, shall have been paid in which case the Guarantor’s obligations hereunder shall be discharged upon the date on which such claim is finally satisfied or otherwise resolved by agreement of the parties hereto pursuant to Section 12 (and payment in full of any amounts required to be paid by such resolution)full. Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its controlled Affiliates asserts in any litigation or other proceeding that any provisions provision of this Limited Guarantee limiting the any Guarantor’s liability to the respective Maximum Amount are illegal, invalid or unenforceable in whole or in part or that the any Guarantor is liable in excess of or to a greater extent than the respective Maximum Amount, or asserts any theory of liability against any Non-Recourse Party or, other than its rights to recover from the Retained Claims (as defined below)Guarantors with respect to the Obligations, the Guarantors, Parent or Merger Sub with respect to the transactions contemplated by the Merger Agreement, then (x) all the obligations of the Guarantor Guarantors under this Limited Guarantee shall terminate ab initio and be null and void, (y) if the any Guarantor has previously made any payments under this Limited Guarantee, he or it shall be entitled to recover the full amount of such payments and (z) neither the Guarantor Guarantors nor any Non-Recourse Party shall have any liability to the Guaranteed Party with respect to the Merger Agreement and the transactions contemplated thereby, the Equity Financing or under this Limited Guarantee.

TERMINATION; CONTINUING GUARANTEE. Subject to Section 3(d), this Limited Guarantee shall take effect concurrently with other limited guarantee executed by Other Guarantees, and shall terminate and the Guarantor shall have no further obligations hereunder upon the earliest to occur of (a) the Effective Time, (b) the payment in full of the Obligations subject always to the Maximum Amount, and (c) the valid termination of the Merger Agreement in accordance with its terms under the circumstance in which Parent and/or Merger Sub would not be obligated to make any payment of any Obligations. Notwithstanding the immediately preceding sentence, the obligations of the Guarantor hereunder shall expire automatically six four (64) months following the valid termination of the Merger Agreement in a manner that gives rise to an obligation of Parent and/or Merger Sub to make any payment of any Obligations at the time of such termination (the “Fee Claim Period”), unless a claim for payment of the Obligations, subject always to the Maximum Amount, is made in accordance with this Limited Guarantee prior to the end of the Fee Claim Period, in which case the Guarantor’s obligations hereunder shall be discharged upon the date on which such claim is finally satisfied or otherwise resolved by agreement of the parties hereto pursuant to Section 12 (and payment in full of any amounts required to be paid by such resolution). Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its controlled Affiliates asserts in any litigation or other proceeding that any provisions of this Limited Guarantee limiting the Guarantor’s liability to the Maximum Amount are illegal, invalid or unenforceable in whole or in part or that the Guarantor is liable in excess of or to a greater extent than the Maximum Amount, or asserts any theory of liability against any Non-Recourse Party other than the Retained Claims (as defined below), then (x) all obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and be null and void, (y) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover the full amount of such payments and (z) neither the Guarantor nor any Non-Recourse Party shall have any liability to the Guaranteed Party with respect to the Merger Agreement and the transactions contemplated thereby, the Equity Debt Financing or under this Limited Guarantee.

TERMINATION; CONTINUING GUARANTEE. Subject to the last sentence of Section 3(d)3, this Limited Guarantee shall take remain in full force and effect concurrently with other limited guarantee executed by Other Guarantees, and shall terminate be binding on each Guarantor, its successors and the Guarantor shall have no further obligations hereunder upon assigns until the earliest to occur of (a) the Effective Time, if the Closing is consummated and all amounts to be paid by Parent pursuant to the Merger Agreement are so paid, (b) the payment in full of the Obligations subject always to the Maximum Amount, and (c) the valid termination of the Merger Agreement in accordance with its terms under the circumstance in which Parent and/or Merger Sub would not be obligated to make any payment of any Obligations. Notwithstanding the immediately preceding sentence, the obligations of the Guarantor hereunder shall expire automatically six (6) months following the valid termination of the Merger Agreement in a manner that gives rise to an circumstance which does not result in any obligation on the part of Parent and/or to pay the Company the Parent Termination Fee or any other amounts pursuant to Section 7.07(c) of the Merger Sub to make any payment Agreement, (c) in the case of any Obligations at a termination of the time of Merger Agreement for which the Parent Termination Fee is payable, the date falling 90 days after such termination (unless, in the “Fee Claim Period”case of this clause (c), unless the Guaranteed Party has previously made a written claim for payment of the Obligations, subject always to the Maximum Amount, is made in accordance with under this Limited Guarantee prior to the end of the Fee Claim Periodsuch date, in which case the Guarantor’s obligations hereunder this Limited Guarantee shall be discharged terminate upon the date on which final, non-appealable resolution of such claim is action and satisfaction by such Guarantor of any of his or her obligations finally satisfied determined or otherwise resolved agreed to be owed by such Guarantor, consistent with the terms hereof), and (d) the termination of this Limited Guarantee by mutual written agreement of the parties hereto pursuant to Section 12 (Guarantors and payment in full of any amounts required to be paid by such resolution)the Guaranteed Party. Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its controlled Affiliates asserts in any litigation or other proceeding that any provisions provision of this Limited Guarantee limiting the Guarantor’s Guarantors’ liability to the Maximum Amount are illegal, invalid or unenforceable in whole or in part or that the Guarantor is Guarantors are liable in excess of or to a greater extent than the Maximum Amount, or asserts any theory of liability against any Non-Recourse Party or, other than its rights to recover from the Retained Claims (as defined below)Guarantors with respect to the Obligations, the Guarantors, Parent or Merger Sub with respect to the transactions contemplated by the Merger Agreement, then (x) all the obligations of the Guarantor Guarantors under this Limited Guarantee shall terminate ab initio and be null and void, (y) if the any Guarantor has previously made any payments under this Limited Guarantee, it he or she shall be entitled to recover the full amount of such payments and (z) neither the Guarantor Guarantors nor any Non-Recourse Party shall have any liability to the Guaranteed Party with respect to the Merger Agreement and the transactions contemplated thereby, the Equity Financing or under this Limited Guarantee. If any payment or payments of the Obligations made by Parent or Merger Sub or any part thereof, are subsequently required to be repaid to a trustee, receiver or any other person under any bankruptcy act, state or federal law, common law or equitable cause, then to the extent of such payment or payments, the Obligations or part thereof with respect to any Guarantor hereunder intended to be satisfied shall be revived and continued in full force and effect as if said payment or payments of the Obligations required to be repaid had not been made.

TERMINATION; CONTINUING GUARANTEE. Subject to Section 3(d), this (a) This Limited Guarantee shall take effect concurrently with other limited guarantee executed by Other Guarantees, and shall terminate and be of no further force and effect and the Guarantor Guarantors shall have no further obligations hereunder upon obligation or liability under this Limited Guarantee as of the earliest to occur of of: (ai) the Effective Timeconsummation of the Closing in accordance with the terms of the Merger Agreement, including payment of the Aggregate Consideration in accordance with the Merger Agreement; (bii) the indefeasible payment in full of the Obligations subject always to the Maximum Amount, and Guaranteed Obligation; (ciii) the valid termination of the Merger Agreement in accordance with its terms under the circumstance in any circumstances other than pursuant to which Parent and/or would be required pursuant to the terms and subject to the conditions of the Merger Sub would not be obligated Agreement to make any payment of any Obligations. Notwithstanding Guaranteed Obligation; (iv) the immediately preceding sentence, date that is sixty (60) days after the obligations of the Guarantor hereunder shall expire automatically six (6) months following the valid termination of the Merger Agreement if the Merger Agreement is terminated in a manner that gives rise any of the circumstances pursuant to an obligation which Parent would be required pursuant to the terms and subject to the conditions of Parent and/or the Merger Sub Agreement to make any payment of any Obligations at the time of such termination (the “Fee Claim Period”), unless a claim for payment of the Obligations, subject always Guaranteed Obligation unless (A) the Guaranteed Party shall have made a claim in writing with respect to such Guaranteed Obligation during such sixty (60)-day period and (B) the Maximum Amount, is made Guaranteed Party shall have commenced a legal proceeding during such sixty (60)-day period in accordance with Section 15 against the Guarantors alleging that Parent is liable for such Guaranteed Obligation, in which case, this Limited Guarantee prior shall survive solely with respect to amounts claimed or alleged to be so owing; provided, that with respect to this clause (iv), the end Guarantors shall not have any further liability or obligation under this Limited Guarantee from and after the earlier of (x) the Fee Claim Periodentry of a final, non-appealable order of a court of competent jurisdiction and (y) the execution and delivery of a written agreement between the Guarantors, on the one hand, and the Guaranteed Party, on the other hand, and, in which case either case, the Guarantor’s obligations hereunder shall be discharged upon payment by the date on which such claim is finally satisfied or otherwise resolved by agreement of the parties hereto pursuant Guarantors to Section 12 (and payment in full of any amounts required to be paid by such resolution). Notwithstanding the foregoing, in the event that the Guaranteed Party of all amounts payable by the Guarantors pursuant to such order or any of its controlled Affiliates asserts in any litigation or other proceeding that any provisions agreement; and (v) the termination of this Limited Guarantee limiting the Guarantor’s liability to the Maximum Amount are illegal, invalid or unenforceable in whole or in part or that the Guarantor is liable in excess of or to a greater extent than the Maximum Amount, or asserts any theory of liability against any Non-Recourse Party other than the Retained Claims (as defined below), then (x) all obligations by mutual written agreement of the Guarantor under this Limited Guarantee shall terminate ab initio Guarantors and be null and void, (y) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover the full amount of such payments and (z) neither the Guarantor nor any Non-Recourse Party shall have any liability to the Guaranteed Party with respect to the Merger Agreement and the transactions contemplated thereby, the Equity Financing or under this Limited GuaranteeParty.

TERMINATION; CONTINUING GUARANTEE. Subject to Section 3(d), this This Limited Guarantee shall take remain in full force and effect concurrently with other limited guarantee executed by Other Guarantees, and shall terminate be binding on the Guarantors, their respective successors and assigns until the Guarantor shall have no further obligations hereunder upon the earliest to occur earlier of (a) the Effective Time, (b) the payment in full of the Obligations subject always to the Maximum Amount, and (c) the valid termination of the Merger Agreement in accordance with its terms under the circumstance in of which Parent and/or and Merger Sub would not be obligated to make any payment of any Obligations. Notwithstanding pay the immediately preceding sentence, the obligations Parent Termination Fee pursuant to Section 9.02(c) of the Guarantor hereunder shall expire automatically six Merger Agreement, (6c) months following all amounts payable under this Limited Guarantee (including the valid Obligations and the expenses and fees as set forth under Section 1(c) hereunder) have been paid in full, and (d) in the case of a termination of the Merger Agreement in a manner that circumstance which gives rise to an any obligation on the part of Parent and/or Merger Sub to make any payment payments of Parent Termination Fee, or performance of any Obligations or there is otherwise any outstanding Obligation at the time of such termination, the date falling 120 days after such termination (unless the “Fee Claim Period”), unless Guaranteed Party has presented a written claim for payment of the Obligations, subject always to Parent Termination Fee or the Maximum Amount, is made in accordance with this Limited Guarantee prior to the end of the Fee Claim PeriodObligations hereunder by such date, in which case the Guarantor’s obligations hereunder this Limited Guarantee shall be discharged terminate upon the date on which that such claim is finally satisfied or otherwise resolved by agreement of the parties hereto pursuant to Section 12 (and payment in full of any amounts required to be paid by in respect of such final resolution). If any payment or payments made by Parent, Merger Sub, any Guarantor or any part thereof, are subsequently invalidated, declared to be fraudulent or preferential, set aside or are required to be repaid to a trustee, receiver or any other Person under any bankruptcy act, state or federal law, common law or equitable cause, then to the extent of such payment or payments, the Obligations or part thereof hereunder shall be revived and continued in full force and effect as if said payment or payments had not been made. Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its controlled Affiliates asserts in any litigation or other proceeding that any provisions of this Limited Guarantee limiting the each Guarantor’s liability to the Maximum Amount are illegal, invalid or unenforceable in whole or in part or that the any Guarantor is liable in excess of or to a greater extent than the applicable Maximum AmountAmount (except with respect to the expenses and costs set forth under Section 1(c)), or asserts any theory of liability against any Non-Recourse Party in each case other than the Retained Claims (as defined below), then (x) all the obligations of the Guarantor Guarantors under this Limited Guarantee shall terminate ab initio and be null and void, (y) if the Guarantor has Guarantors have previously made any payments under this Limited Guarantee, it shall be entitled to recover the full amount of such payments and (z) neither the Guarantor Guarantors nor any Non-Recourse Party shall have any liability to the Guaranteed Party with respect to the Merger Agreement and the transactions contemplated thereby, the Equity Financing thereby or under this Limited Guarantee.

TERMINATION; CONTINUING GUARANTEE. Subject to Section 3(d), this Limited Guarantee shall take effect concurrently with other limited guarantee executed by Other Guarantees, and shall terminate and the Guarantor shall have no further obligations hereunder upon the earliest to occur of (a) the Effective Time, (b) the payment in full of the Obligations subject always to the Maximum Amount, and (c) the valid termination of the Merger Agreement in accordance with its terms under the circumstance in which Parent and/or Merger Sub would not be obligated to make any payment of any Obligations. Notwithstanding the immediately preceding sentence, the obligations of the Guarantor hereunder shall expire automatically six four (64) months following the valid termination of the Merger Agreement in a manner that gives rise to an obligation of Parent and/or Merger Sub to make any payment of any Obligations at the time of such termination (the “Fee Claim Period”), unless a claim for payment of the Obligations, subject always to the Maximum Amount, is made in accordance with this Limited Guarantee prior to the end of the Fee Claim Period, in which case the Guarantor’s obligations hereunder shall be discharged upon the date on which such claim is finally satisfied or otherwise resolved by agreement of the parties hereto pursuant to Section 12 (and payment in full of any amounts required to be paid by such resolution). Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its controlled Affiliates asserts in any litigation or other proceeding that any provisions of this Limited Guarantee limiting the Guarantor’s liability to the Maximum Amount are illegal, invalid or unenforceable in whole or in part or that the Guarantor is liable in excess of or to a greater extent than the Maximum Amount, or asserts any theory of liability against any Non-Recourse Party other than the Retained Claims (as defined below), then (x) all obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and be null and void, (y) if the Guarantor has previously made any payments under this Limited Guarantee, it he shall be entitled to recover the full amount of such payments and (z) neither the Guarantor nor any Non-Recourse Party shall have any liability to the Guaranteed Party with respect to the Merger Agreement and the transactions contemplated thereby, the Equity Financing or under this Limited Guarantee.

TERMINATION; CONTINUING GUARANTEE. Subject to the last sentence of Section 3(d)3, this Limited Guarantee Guaranty shall take remain in full force and effect concurrently with other limited guarantee executed by Other Guarantees, and shall terminate be binding on each Guarantor, its successors and assigns until the Guarantor shall have no further obligations hereunder upon the earliest to occur earlier of (a) the Effective Time, (b) the payment in full of the Obligations subject always to the Maximum Amount, and (c) the valid termination of the Merger Agreement in accordance with its terms under the circumstance in which Parent and/or Merger Sub would not be obligated to make any payment of any Obligations. Notwithstanding the immediately preceding sentence, the obligations of the Guarantor hereunder shall expire automatically six (6) months following the valid termination of the Merger Agreement in a manner that gives rise to an circumstance which does not result in any obligation on the part of Parent and/or Merger Sub to make pay the Company the Parent Termination Fee or pay any payment of any Obligations at the time of such termination (the “Fee Claim Period”other amounts pursuant to Section 8.06(b), unless a claim for payment Section 8.06(c) or Section 6.08(a) of the ObligationsMerger Agreement, subject always to the Maximum Amount, is made in accordance with (c) all amounts payable under this Limited Guarantee prior to Guaranty have been paid in full, and (d) the end termination of the Fee Claim Period, in which case the Guarantor’s obligations hereunder shall be discharged upon the date on which such claim is finally satisfied or otherwise resolved this Limited Guaranty by mutual written agreement of the parties hereto pursuant to Section 12 (Guarantors and payment in full of any amounts required to be paid by such resolution)the Guaranteed Party. Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its controlled Affiliates asserts in any litigation or other proceeding that any provisions provision of this Limited Guarantee Guaranty limiting the any Guarantor’s liability to the respective Maximum Amount are illegal, invalid or unenforceable in whole or in part or that the any Guarantor is liable in excess of or to a greater extent than the respective Maximum Amount, or asserts any theory of liability against any Non-Recourse Party or, other than its rights to recover from the Retained Claims (as defined below)Guarantors with respect to the Obligations, the Guarantors, Parent or Merger Sub with respect to the transactions contemplated by the Merger Agreement, then (x) all the obligations of the Guarantor Guarantors under this Limited Guarantee Guaranty shall terminate ab initio and be null and void, (y) if the any Guarantor has previously made any payments under this Limited GuaranteeGuaranty, he or it shall be entitled to recover the full amount of such payments and (z) neither the Guarantor Guarantors nor any Non-Recourse Party shall have any liability to the Guaranteed Party with respect to the Merger Agreement and the transactions contemplated thereby, the Equity Financing or under this Limited GuaranteeGuaranty.

TERMINATION; CONTINUING GUARANTEE. Subject to Section 3(d), this Limited Guarantee shall take effect concurrently with other limited guarantee executed by Other Guarantees, and shall terminate and the Guarantor shall have no further obligations hereunder upon the earliest to occur of (a) the Effective Time, (b) the payment in full of the Obligations subject always to the Maximum Amount, and (c) the valid termination of the Merger Agreement in accordance with its terms under the circumstance in which Parent and/or Merger Sub would not be obligated to make any payment of any ObligationsObligations and (d) receipt by Kidtech Limited or Parent, directly or indirectly, of the Commitment in full in immediately available cash, pursuant to, and as such term is defined in, the Financing Document. Notwithstanding the immediately preceding sentence, the obligations of the Guarantor hereunder shall expire automatically six four (64) months following the valid termination of the Merger Agreement in a manner that gives rise to an obligation of Parent and/or Merger Sub to make any payment of any Obligations at the time of such termination (the “Fee Claim Period”), unless a claim for payment of the Obligations, subject always to the Maximum Amount, is made in accordance with this Limited Guarantee prior to the end of the Fee Claim Period, in which case the Guarantor’s obligations hereunder shall be discharged upon the date on which such claim is finally satisfied or otherwise resolved by agreement of the parties hereto pursuant to Section 12 (and payment in full of any amounts required to be paid by such resolution). Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its controlled Affiliates asserts in any litigation or other proceeding that any provisions of this Limited Guarantee limiting the Guarantor’s liability to the Maximum Amount are illegal, invalid or unenforceable in whole or in part or that the Guarantor is liable in excess of or to a greater extent than the Maximum Amount, or asserts any theory of liability against any Non-Recourse Party other than the Retained Claims (as defined below), then (x) all obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and be null and void, (y) if the Guarantor has previously made any payments under this Limited Guarantee, it he shall be entitled to recover the full amount of such payments and (z) neither the Guarantor nor any Non-Recourse Party shall have any liability to the Guaranteed Party with respect to the Merger Agreement and the transactions contemplated thereby, the Equity Financing, the Financing Document or under this Limited Guarantee.

TERMINATION; CONTINUING GUARANTEE. Subject to the last sentence of Section 3(d)3, this Limited Guarantee shall take remain in full force and effect concurrently with other limited guarantee executed by Other Guarantees, and shall terminate be binding on each Guarantor, his or her successors and the Guarantor shall have no further obligations hereunder upon assigns until the earliest to occur of (a) the Effective TimeClosing of the Merger under the Merger Agreement, (b) all of the payment Guaranteed Obligations and other amounts payable under this Limited Guarantee have been paid in full of the Obligations subject always to the Maximum Amount, and (c) the valid date falling one hundred twenty (120) days from the date of the termination of the Merger Agreement in accordance with its terms under if the circumstance in which Parent and/or Merger Sub would Guaranteed Party has not be obligated to make any payment of any Obligations. Notwithstanding the immediately preceding sentence, the obligations of the Guarantor hereunder shall expire automatically six (6) months following the valid termination of the Merger Agreement in presented a manner that gives rise to an obligation of Parent and/or Merger Sub to make any payment of any Obligations at the time of such termination (the “Fee Claim Period”), unless a bona fide written claim for payment of any Guaranteed Obligation to any Guarantor by such date; provided, that if the Obligations, subject always Guaranteed Party has presented such a bona fide claim to the Maximum Amount, is made in accordance with any Guarantor by such date this Limited Guarantee prior to the end of the Fee Claim Period, in which case the Guarantor’s obligations hereunder shall be discharged terminate upon the date on which such claim claim(s) is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 12 (and payment in full of any amounts required to be paid by such resolution)hereto. Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its controlled Affiliates asserts in any litigation or other proceeding that any provisions provision of this Limited Guarantee limiting the any Guarantor’s liability to the Maximum Amount are illegal, invalid or unenforceable in whole or in part or that the Guarantor is liable in excess of or to a greater extent than the Maximum Amount, or asserts any theory of liability against any Non-Recourse Party with respect to the Merger Agreement and the transactions contemplated thereby or under this Limited Guarantee, other than the Retained Claims (as defined belowin Section 9 hereof), then (x) all the obligations of the Guarantor Guarantors under this Limited Guarantee shall terminate ab initio and be null and voidvoid ab initio, (y) if the any Guarantor has previously made any payments under this Limited Guarantee, it he or she shall be entitled to recover the full amount of such payments and (z) neither the Guarantor Guarantors nor any Non-Recourse Party shall have any liability to the Guaranteed Party with respect to the Merger Agreement and the transactions contemplated thereby, the Equity Financing or under this Limited Guarantee. Notwithstanding anything in this Limited Guarantee to the contrary, if any Guarantor transfers or conveys all or a substantial portion of his or her properties and other assets to any Person such that the sum of such Guarantor’s remaining net assets shall be insufficient to pay in full the Guaranteed Obligations, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any applicable law, against such Person, but only to the extent of the liability of such Guarantor hereunder. If any payment or payments made by Parent or any Guarantor or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or are required to be repaid to a trustee, receiver or any other Person under any bankruptcy act, state or federal law, common law or equitable cause, then to the extent of such payment or payments, the Guaranteed Obligations or part thereof hereunder intended to be satisfied shall be revived and continued in full force and effect as if said payment or payments had not been made.

TERMINATION; CONTINUING GUARANTEE. Subject to Section 3(d), this Limited Guarantee shall take effect concurrently with other limited guarantee executed by Other Guarantees, and shall terminate and the Guarantor shall have no further obligations hereunder upon the earliest to occur of (a) the Effective Time, (b) the payment in full of the Obligations subject always to the Maximum Amount, and (c) the valid termination of the Merger Agreement in accordance with its terms under the circumstance in which Parent and/or Merger Sub would not be obligated to make any payment of any Obligations. Notwithstanding the immediately preceding sentence, the obligations of the Guarantor hereunder shall expire automatically six ninety (690) months days following the valid termination of the Merger Agreement in a manner that gives rise to an obligation of Parent and/or Merger Sub to make any payment of any Obligations at the time of such termination (the “Fee Claim Period”), unless a claim for payment of the Obligations, subject always to the Maximum Amount, is made in accordance with this Limited Guarantee prior to the end of the Fee Claim Period, in which case the Guarantor’s obligations hereunder shall be discharged upon the date on which such claim is finally satisfied or otherwise resolved by agreement of the parties hereto pursuant to Section 12 (and payment in full of any amounts required to be paid by such resolution). Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its controlled Subsidiaries, and their respective officers, directors, managers, agents, representatives, employees or Affiliates asserts (collectively but excluding any member of Parent Group, the “Guaranteed Party Related Persons”) assert in any litigation or other proceeding that any provisions of this Limited Guarantee limiting the Guarantor’s liability to the Maximum Amount are illegal, invalid or unenforceable in whole or in part or that the Guarantor is liable in excess of or to a greater extent than the Maximum Amount, or asserts assert any theory of liability against any Non-Recourse Party other than the Retained Claims (as defined below), then (x) all obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and be null and void, (y) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover the full amount of such payments and (z) neither the Guarantor nor any Non-Recourse Party shall have any liability to the Guaranteed Party with respect to the Merger Agreement and the transactions contemplated thereby, the Equity Financing, the Financing Documents or under this Limited Guarantee.

TERMINATION; CONTINUING GUARANTEE. Subject to Section 3(d), this This Limited Guarantee shall take remain in full force and effect concurrently with other limited guarantee executed by Other Guarantees, and shall terminate be binding on the Guarantor, its successors and the Guarantor shall have no further obligations hereunder upon assigns until the earliest to occur of (a) the Effective Time, (b) the payment in full of the Obligations subject always to the Maximum Amount, and (c) the valid termination of the Merger Agreement in accordance with its terms under the circumstance in which Parent and/or Merger Sub would not be obligated to make any payment of any Obligations. Notwithstanding Obligations and no Obligation is payable at the immediately preceding sentencetime of such termination, (c) all amounts payable under this Limited Guarantee (including the obligations Obligations (subject to the Maximum Amount) and the expenses and fees as set forth under Section 1(c) hereunder) have been paid in full, and (d) in the case of the Guarantor hereunder shall expire automatically six (6) months following the a valid termination of the Merger Agreement in a manner that circumstance which gives rise to an any obligation on the part of Parent and/or Merger Sub to make any payment payments of Parent Termination Fee, or performance of any Obligations (subject to the Maximum Amount) or there is otherwise any outstanding Obligation (subject to the Maximum Amount) at the time of such termination, the date falling 120 days after such termination (unless prior to the “Fee Claim Period”)120th day after such termination, unless the Guaranteed Party shall have presented a written claim for payment of the Obligations, subject always to Parent Termination Fee or the Maximum Amount, is made in accordance with this Limited Guarantee prior to the end of the Fee Claim PeriodObligations hereunder, in which case this Limited Guarantee shall terminate upon the Guarantor’s obligations hereunder shall be discharged upon earlier of (i) the date on which such claim is finally satisfied or otherwise resolved and payment in full of any amounts required to be paid in respect of such final resolution, and (ii) a written agreement signed by agreement each of the parties hereto pursuant to Section 12 terminating this Limited Guarantee (and payment in full of any amounts required to be paid by in respect of such resolutionresolutions). Notwithstanding If any payment or payments made by Parent, Merger Sub, the foregoing, in the event that the Guaranteed Party Guarantor or any of its controlled Affiliates asserts in part thereof, are subsequently invalidated, declared to be fraudulent or preferential, set aside or are required to be repaid to a trustee, receiver or any litigation other Person under any bankruptcy act, state or other proceeding that any provisions of this Limited Guarantee limiting the Guarantor’s liability federal law, common law or equitable cause, then to the Maximum Amount are illegalextent of such payment or payments, invalid the Obligations or unenforceable in whole or in part or that the Guarantor is liable in excess of or to a greater extent than the Maximum Amount, or asserts any theory of liability against any Non-Recourse Party other than the Retained Claims (as defined below), then (x) all obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and be null and void, (y) if the Guarantor has previously made any payments under this Limited Guarantee, it thereof hereunder shall be entitled to recover the revived and continued in full amount of such force and effect as if said payment or payments and (z) neither the Guarantor nor any Non-Recourse Party shall have any liability to the Guaranteed Party with respect to the Merger Agreement and the transactions contemplated thereby, the Equity Financing or under this Limited Guaranteehad not been made.

TERMINATION; CONTINUING GUARANTEE. Subject to the last sentence of Section 3(d)3, this Limited Guarantee shall take remain in full force and effect concurrently with other limited guarantee executed by Other Guarantees, and shall terminate be binding on the Guarantor, its successors and assigns until the Guarantor shall have no further obligations hereunder upon the earliest to occur earlier of (a) the Effective TimeClosing of the Merger under the Merger Agreement, (b) in the payment in full case of the Obligations subject always to the Maximum Amount, and (c) the valid termination of the Merger Agreement in accordance with its terms under the circumstance in which Parent and/or Merger Sub would not be obligated to make any payment of any Obligations. Notwithstanding the immediately preceding sentence, the obligations of the Guarantor hereunder shall expire automatically six (6) months following the valid a termination of the Merger Agreement in a manner that gives rise to an circumstance which does not result in any obligation on the part of Holdco, Parent and/or Merger Sub to make any payment or performance of any Obligations and no Obligation is payable at the time of such termination termination, upon such termination, (the “Fee Claim Period”), unless a claim for payment of the Obligations, subject always to the Maximum Amount, is made in accordance with c) all amounts payable under this Limited Guarantee prior to have been paid in full, and (d) in the end case of a termination of the Fee Claim PeriodMerger Agreement in a circumstance which results in any obligation on the part of Holdco, Parent and/or Merger to make any payments or performance of any Obligations or there is otherwise any outstanding Obligation at the time of such termination, the date falling 120 days after such termination (unless the Guaranteed Party has presented a written claim by such date, in which case the Guarantor’s obligations hereunder this Limited Guarantee shall be discharged terminate upon the date on which that such claim is finally satisfied or otherwise resolved by agreement of the parties hereto pursuant to Section 12 (and payment in full of any amounts required to be paid by in respect of such final resolution). Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its controlled Affiliates asserts in any litigation or other proceeding that any provisions of this Limited Guarantee limiting the Guarantor’s liability to the Maximum Amount are illegal, invalid or unenforceable in whole or in part or that the Guarantor is liable in excess of or to a greater extent than the Maximum Amount, or asserts any theory of liability against any Non-Recourse Party or, other than the Retained Claims (as defined below), then (x) all the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and be null and void, (y) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover the full amount of such payments and (z) neither the Guarantor nor any Non-Recourse Party shall have any liability to the Guaranteed Party with respect to the Merger Agreement and the transactions contemplated thereby, the Equity Debt Financing or under this Limited Guarantee.