All such notices or communications shall be deemed to have been delivered and received (a) if delivered in person, on the day of such delivery, (b) if by facsimile and electronic mail, on the day on which such facsimile and electronic mail were sent; provided, that receipt is confirmed, (c) if by certified or registered mail (return receipt requested), on the fifth Business Day after the mailing thereof or (d) if by reputable overnight delivery service, on the second Business Day after the sending thereof.
8. Continuing Guarantee. Unless terminated pursuant to this Section 8, this Guarantee will remain in full force and effect and will be binding on Guarantor, its successors and assigns until the Obligations (as such Obligations may be modified pursuant to the last sentence of Section 1) are satisfied in full. Notwithstanding the foregoing, this Guarantee will terminate, and Guarantor and the Guaranteed Party will have no further obligations under this Guarantee as of the earlier to occur of (a) the Closing or (b) the termination of the Merger Agreement in accordance with its terms and the satisfaction, waiver or discharge of any and all obligations of Parent and Merger Sub thereunder in connection with such termination. In the event that the Guaranteed Party or its successors or assigns or any of its Affiliates acting at the direction or on behalf of the Guaranteed Party asserts in any Legal Action relating to this Guarantee that the provisions of Section 1 limiting Guarantors monetary obligation to the Cap, or that the provisions of Section 9 are illegal, invalid or unenforceable in whole or in part or asserts any theory of liability or seeks any remedies against any Guarantor/Parent Affiliate, other than those remedies expressly provided against Parent and Merger Sub under the Merger Agreement, against Parent under the Confidentiality Agreement or against Guarantor under this Guarantee and in each case, their respective successors and assigns thereunder, then, in each case, (i) all obligations of Guarantor under this Guarantee will terminate and thereupon be null and void and (ii) if Guarantor has previously made any payments under this Guarantee, it will be entitled to have such payments refunded by the Guaranteed Party.
9. No Recourse. Notwithstanding anything that may be expressed or implied in this Guarantee, the Merger Agreement, or the Confidentiality Agreement and notwithstanding the fact that Guarantor is a corporation, Guaranteed Party, by its acceptance of the benefits hereof, covenants, agrees and acknowledges that no Person other than Guarantor will have any obligation hereunder, and that Guaranteed Party has no rights of recovery against, and no recourse hereunder or under the Merger Agreement or the Confidentiality Agreement will be had against, and no personal liability will attach to, any former, current or future director, officer, agent, Affiliate, manager, assignee or employee of Guarantor, Parent or Merger Sub (or any of their successors or permitted assignees), against any former, current or future manager, member or stockholder of Guarantor, Parent or Merger Sub (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, assignee, stockholder, manager or member of any of the foregoing, but for the avoidance of doubt, in each case, not including Parent and Merger Sub (collectively, the Guarantor/Parent Affiliates) whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise), by the enforcement of any judgment or assessment or by any Legal Action, or by virtue of any applicable Law, or otherwise. The Guaranteed Party further agrees that neither it nor any of its Affiliates have any right of recovery against Guarantor or any of its stockholders, partners, members, directors, officers or agents through Parent or Merger Sub, or otherwise, whether by piercing of the corporate veil, by a claim on behalf of Parent or Merger Sub
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