Contract analysis

Section 1. Guarantee. (a) The Guarantor hereby absolutely, irrevocably, and unconditionally guarantees to each of the Selling Stockholders, subject to the terms and conditions of this Limited Guarantee, including the limitation on the Guarantor's aggregate liability set forth in Section 2, the due and punctual payment and performance of the Guaranteed Obligations (as defined below). The Guarantor agrees that, if the

Section 2. Cap on Liability. (a) Notwithstanding anything to the contrary contained in this Limited Guarantee or the Purchase Agreement, the aggregate liability of the Guarantor under this Limited Guarantee shall not exceed Eighteen Million Six Hundred Thousand Dollars ($18,600,000) (the "Cap"), which amount represents three percent (3%) of the aggregate Purchase Price of Six Hundred Twenty Million Dollars ($620,000,

Section 3. Nature of Guarantee; Waivers. (a) The obligations of the Guarantor under this Limited Guarantee are unconditional and absolute, subject only to the Cap and the termination provisions set forth in Section 7, regardless of: (i) the validity, regularity, legality, or enforceability of the Purchase Agreement or any other agreement, document, or instrument relating thereto, including any lack of validity or enf

Section 4. No Subrogation; Subordination. (a) Until all Guaranteed Obligations have been indefeasibly paid in full and this Limited Guarantee has terminated in accordance with Section 7, the Guarantor shall not exercise, and hereby irrevocably waives, any right of subrogation, contribution, reimbursement, or indemnity against the Purchaser or any other person arising by reason of performance by the Guarantor of any o

Section 5. Representations and Warranties of the Guarantor. The Guarantor hereby represents and warrants to each of the Selling Stockholders as follows: (a) Organization and Good Standing. The Guarantor is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Guarantor has all requisite limited partnership power and authority to own, lease, and opera

Section 6. Sole Remedy; No Recourse Beyond the Guarantor. (a) The parties hereto acknowledge and agree that this Limited Guarantee constitutes the sole and exclusive remedy of the Selling Stockholders and the Seller Representative against the Guarantor and its affiliates (other than the Purchaser and its obligations under the Purchase Agreement) for monetary damages arising from, relating to, or in connection with an

Section 7. Termination. (a) This Limited Guarantee shall terminate, and the Guarantor shall have no further obligations or liabilities hereunder, upon the earliest to occur of: (i) the Closing (as defined in the Purchase Agreement), at which time all obligations of the Purchaser with respect to the Reverse Termination Fee shall be extinguished by the consummation of the transactions contemplated by the Purchase Agree

Section 8. Amendments and Waivers. (a) No amendment, modification, supplement, or waiver of any provision of this Limited Guarantee, and no consent to any departure by the Guarantor from any provision hereof, shall be effective unless such amendment, modification, supplement, waiver, or consent shall be set forth in a written instrument duly executed and delivered by the Guarantor and the Seller Representative (actin

Section 9. Notices. All notices, requests, demands, claims, consents, waivers, and other communications under this Limited Guarantee shall be in writing and shall be deemed duly given: (a) when delivered by hand (with written confirmation of receipt by the recipient or its agent); (b) when received by the addressee, if sent by a nationally recognized overnight delivery service (with receipt requested); (c) on the dat

Section 10. Governing Law; Jurisdiction; Waiver of Jury Trial. (a) Governing Law. This Limited Guarantee and any claim, controversy, action, or cause of action (whether in contract, tort, or otherwise) that may be based upon, arising out of, or relating to this Limited Guarantee, or the negotiation, execution, or performance of this Limited Guarantee, shall be governed by and construed in accordance with the laws of

Section 11. Counterparts; Delivery. This Limited Guarantee may be executed in one or more counterparts, each of which when so executed shall be deemed to be an original, and all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Limited Guarantee by facsimile transmission, by electronic mail in portable document format (.pdf), or by an

Section 12. Entire Agreement. (a) This Limited Guarantee constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, understandings, representations, and warranties, both written and oral, among the parties hereto with respect to the subject matter hereof. There are no restrictions, promises, representations, warranties, covenants, or undert

Section 13. Severability. If any term or provision of this Limited Guarantee is held to be invalid, illegal, or unenforceable in any respect under any applicable law, rule, or regulation of any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Limited Guarantee, and this Limited Guarantee shall be interpreted and construed as if such invalid, illegal,

Section 14. Assignment. (a) This Limited Guarantee may not be assigned by the Guarantor, by operation of law or otherwise, without the prior written consent of the Seller Representative (acting on behalf of the Selling Stockholders), and any purported assignment by the Guarantor without such consent shall be null and void and of no force or effect. No assignment by the Guarantor shall release the Guarantor from its o

Section 15. No Third-Party Beneficiaries. Except as expressly provided in Section 6 (including, without limitation, the non-recourse protections and non-petition covenants for the benefit of each Non-Recourse Party as expressly set forth therein), nothing in this Limited Guarantee, express or implied, is intended to or shall confer upon any person (other than the parties hereto and their respective successors and per