action or proceeding by the delivery of a copy thereof in accordance with the provisions of Section 12.1.
(c) THE PARTIES AGREE THAT THEY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY IRREVOCABLY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT, THE TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
12.14 Survival. The representations and warranties contained herein and in any certificate or other writing delivered pursuant hereto shall terminate upon and not survive the Closing and there shall be no liability thereafter in respect thereof. Each of the covenants of the Parties hereto contained in this Agreement shall terminate upon the Closing except to the extent that performance under such covenant is to take place after Closing, in which case such covenant shall survive the Closing until the performance or expiration of such covenant in accordance with this Agreement.
12.15 Specific Performance. The Parties hereto agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that, except as set forth in Section 10.2(a), the Parties shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of this Agreement (without posting any bond or other undertaking) or to enforce specifically the performance of the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity.
(a) Subject to the conditions and limitations set forth below, Guarantor hereby absolutely, irrevocably and unconditionally guarantees, as primary obligor and not as surety, to Sellers and successors thereof, the due and punctual payment and performance of all obligations of Buyer and its Affiliate Designees under this Agreement (the guaranty obligations under this Section 12.16, collectively, the Guarantied Obligations).
(b) Guarantor guarantees that the Guarantied Obligations will be duly and punctually paid and fully and completely performed (in the case of performance, as if Guarantor were the primary obligor) in accordance with the terms of this Agreement. If for any reason Buyer or any of its Affiliate Designees shall fail or be unable duly and punctually to pay or fully and completely to perform any Guarantied Obligation as and when the same shall become due or otherwise required, then Guarantor shall, subject to the terms and conditions of this Agreement, forthwith duly and punctually pay or fully and completely perform such Guarantied Obligation (in the case of performance, as if Guarantor was the primary obligor). Guarantor further agrees that this guaranty, to the extent it requires the payment of money, constitutes a guaranty of payment when due and not of collection and is in no way conditioned or contingent upon any attempt to collect from Buyer or any of its Affiliate Designees and a separate action or actions may be brought and prosecuted against Guarantor to enforce this guaranty, irrespective of whether any action is brought against Buyer or any of its Affiliate Designees or whether Buyer or any of its Affiliate Designees is joined in any such actions. Guarantors liability under this