Common use of Buyer Guarantor Clause in Contracts

Buyer Guarantor. (a) Buyer Guarantor hereby irrevocably and unconditionally guarantees to each Seller the prompt and full discharge by Buyer of all of Buyer’s covenants, agreements, obligations and liabilities under the Specified Agreements including the due and punctual payment of all amounts which are or may become due and payable by Buyer hereunder when and as the same shall become due and payable (collectively, the “Buyer Obligations”), in accordance with the terms thereof. Buyer Guarantor acknowledges and agrees that, with respect to all Buyer Obligations to pay money, such guaranty shall be a guaranty of payment and performance and not of collection and shall not be conditioned or contingent upon the pursuit of any claim or remedies against Buyer. If Buyer shall default in the due and punctual performance of any Buyer Obligation, including the full and timely payment of any amount due and payable pursuant to any Buyer Obligation, Buyer Guarantor will forthwith perform or cause to be performed such Buyer Obligation and will forthwith make full payment of any amount due with respect thereto at its sole cost and expense. (b) Buyer Guarantor’s obligations hereunder shall remain in full force and effect until the Buyer Obligations shall have been performed in full. If at any time any performance by any Person of any Buyer Obligation is rescinded or must be otherwise restored or returned, whether upon the insolvency, bankruptcy or reorganization of Buyer or otherwise, Buyer Guarantor’s obligations hereunder with respect to such Buyer Obligation shall be reinstated at such time as though such Buyer Obligation had become due and had not been performed. None of the liabilities of Buyer Guarantor hereunder shall be reduced, discharged or otherwise adversely affected by (i) any time or indulgence granted to Buyer by any Seller, (ii) any variation of any of the terms of the Specified Agreements, (iii) any of the administration, insolvency, bankruptcy, liquidation or cessation of business of any Seller or Buyer, (iv) any invalidity, illegality, unenforceability, irregularity or frustration in any respect of any of the liabilities or obligations referred to in this Section 9.14 or (v) any other act, omission, event or circumstances which, but for this provision, might operate to prejudice, affect or otherwise affect the liability of Buyer Guarantor under this Section 9.14. (c) Upon performance by Buyer Guarantor of any Buyer Obligation, Buyer Guarantor shall be subrogated to the rights of Seller against Buyer with respect to such Buyer Obligation; provided that Buyer Guarantor shall not enforce any Buyer Obligation by way of subrogation against Buyer while any Buyer Obligation is due and unperformed by Buyer.

Buyer Guarantor. (a) Buyer Guarantor hereby absolutely, unconditionally and irrevocably guarantee to Freeport (i) the full, complete and unconditionally guarantees timely payment, subject to the terms and conditions hereof, by Buyer of each Seller and every payment obligation of Buyer, without any set off, restriction, condition or deduction for or on account of any counterclaim; and (ii) the prompt due and full discharge punctual performance and observance by Buyer of all of Buyer’s covenantsobligations, agreements, obligations commitments and liabilities under the Specified Agreements including the due and punctual payment of all amounts which are or may become due and payable by Buyer hereunder when and as the same shall become due and payable (collectively, the “Buyer Obligations”), in accordance with the terms thereof. Buyer Guarantor acknowledges and agrees that, with respect to all Buyer Obligations to pay money, such guaranty shall be a guaranty of payment and performance and not of collection and shall not be conditioned or contingent upon the pursuit of any claim or remedies against Buyerundertakings hereunder. If Buyer shall default in the due and punctual for any reason whatsoever on any such payment or performance of any Buyer Obligationobligations, including the full and timely payment of any amount due and payable pursuant to any Buyer Obligation, then Buyer Guarantor will forthwith shall unconditionally perform or cause to be performed and satisfy or cause to be satisfied the performance or payment obligations immediately upon notice from Freeport specifying the default so that the same benefits shall be conferred on Freeport as would have been received if such performance or payment obligations had been duly performed and satisfied by Buyer. Freeport shall not be required to initiate legal proceedings against Buyer Obligation or any other Person prior to or contemporaneously with proceeding against Buyer Guarantor. Subject to the terms and will forthwith make conditions hereof, Buyer Guarantor waives (i) any and all legal and equitable defenses available to a guarantor (other than payment in full payment by Buyer) and (ii) promptness, diligence, presentment, demand of payment, protest, order and any notices hereunder, including any notice of any amount due with respect thereto at its sole cost amendment of this Agreement or waiver or other similar action granted pursuant to this Agreement and expense. (b) Buyer Guarantor’s obligations hereunder any notice of acceptance. The guarantee set forth in this Section 13.15 shall be deemed a continuing guarantee and shall remain in full force and effect until the satisfaction in full of all payment and performance obligations of Buyer Obligations shall have been performed in full. If at any time any performance by any Person of any Buyer Obligation is rescinded hereunder, notwithstanding the winding-up, liquidation, dissolution, merger or must be otherwise restored other incapacity or returned, whether upon the insolvency, bankruptcy or reorganization other restructuring of Buyer or otherwiseany change in the status, Buyer Guarantor’s obligations hereunder with respect to such Buyer Obligation shall be reinstated at such time as though such Buyer Obligation had become due and had not been performedcontrol or ownership of Buyer. None of the liabilities of Buyer Guarantor hereunder shall be reduced, discharged or otherwise adversely affected by (i) any time or indulgence granted to Buyer by any Seller, (ii) any variation of any of the terms of the Specified Agreements, (iii) any of the administration, insolvency, bankruptcy, liquidation or cessation of business of any Seller or Buyer, (iv) any invalidity, illegality, unenforceability, irregularity or frustration in any respect of any of the liabilities or obligations referred to The guarantee set forth in this Section 9.14 or (v) any other act, omission, event or circumstances which, but for this provision, might operate to prejudice, affect or otherwise affect the liability 13.15 is a primary guarantee of Buyer Guarantor under this Section 9.14payment and not just of collection. (c) Upon performance by Buyer Guarantor of any Buyer Obligation, Buyer Guarantor shall be subrogated to the rights of Seller against Buyer with respect to such Buyer Obligation; provided that Buyer Guarantor shall not enforce any Buyer Obligation by way of subrogation against Buyer while any Buyer Obligation is due and unperformed by Buyer.

Buyer Guarantor. (a) In order to induce the Sellers to enter into this Agreement, the Buyer Guarantor hereby absolutely, irrevocably and unconditionally guarantees to each Seller the prompt Sellers, as primary obligor and full discharge by Buyer of all of Buyer’s covenants, agreements, obligations and liabilities under the Specified Agreements including the due and punctual payment of all amounts which are or may become due and payable by Buyer hereunder when and not merely as the same shall become due and payable (collectivelysurety, the “Buyer Obligations”full and prompt payment, performance and discharge when due by (x) the Buyers of any and all obligations of the Buyers and (y) the Companies of any and all obligations of any Company to be performed after the Closing, in each case of clauses (x) and (y), in accordance with the terms thereofhereof and the other Transaction Documents. The Buyer Guarantor acknowledges hereby waives (i) notice of acceptance of this guarantee, (ii) presentment and agrees thatdemand concerning the liabilities of the Buyers and (iii) any right to require that any Proceeding be brought against any Buyer or any other Person, with respect or to all require that any Seller seek enforcement of any performance against any Buyer Obligations or any other Person to pay money, such guaranty shall be a guaranty of payment and performance and not of collection and any Proceeding against the Buyer Guarantor under the terms hereof. The guarantee provided in this Section 8.8(a) shall not be conditioned or contingent terminate upon the pursuit any change of control of any claim Buyer, any Company, any Seller or remedies against Buyer. If the Buyer shall default in Guarantor, and the due and punctual performance obligations of any Buyer Obligation, including the full and timely payment of any amount due and payable pursuant to any Buyer Obligation, Buyer Guarantor will forthwith perform or cause to be performed hereunder shall continue in full force and effect against the Buyer Guarantor notwithstanding any such Buyer Obligation and will forthwith make full payment change of any amount due with respect thereto at its sole cost and expensecontrol. (b) Buyer Guarantor’s obligations hereunder shall remain in full force and effect until the Buyer Obligations shall have been performed in full. If at any time any performance by any Person of any Buyer Obligation is rescinded or must be otherwise restored or returned, whether upon the insolvency, bankruptcy or reorganization of Buyer or otherwise, Buyer Guarantor’s obligations hereunder with respect to such Buyer Obligation shall be reinstated at such time as though such Buyer Obligation had become due and had not been performed. None of the liabilities of The Buyer Guarantor hereunder shall be reduced, discharged or otherwise adversely affected by represents and warrants that (i) any time or indulgence granted to Buyer by any Sellerit is duly organized, validly existing and in good standing under the laws of State of Delaware, (ii) any variation it has all requisite power and authority to execute, deliver and perform its obligations under this Agreement for purposes of any this Section 8.8 and this Agreement has been duly executed and delivered by it and, assuming due authorization, execution and delivery by the other Parties, constitutes a valid and binding obligation of the terms of Buyer Guarantor, enforceable against the Specified AgreementsBuyer Guarantor in accordance with its terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles, and (iii) the execution, delivery and performance of this Agreement does not contravene any of Law to which the administration, insolvency, bankruptcy, liquidation Buyer Guarantor is subject or cessation of business result in any breach of any Seller or Buyer, (iv) any invalidity, illegality, unenforceability, irregularity or frustration in any respect of any of Contract to which the liabilities or obligations referred to in this Section 9.14 or (v) any other act, omission, event or circumstances which, but for this provision, might operate to prejudice, affect or otherwise affect the liability of Buyer Guarantor is a party, other than such contravention or breach that would not be material to Buyer Guarantor or impair the ability to perform its obligations under this Section 9.14Agreement. (c) Upon performance by Buyer Guarantor of any Buyer Obligation, Buyer Guarantor shall be subrogated to the rights of Seller against Buyer with respect to such Buyer Obligation; provided that Buyer Guarantor shall not enforce any Buyer Obligation by way of subrogation against Buyer while any Buyer Obligation is due and unperformed by Buyer.

Buyer Guarantor. (a) Buyer Guarantor hereby unconditionally and irrevocably and unconditionally guarantees to each Seller the prompt Sellers and full discharge by Buyer of all Management Holders, (i) Buyer’s obligation to pay the Base Purchase Price and the Final Purchase Price, and (ii) the payment of Buyer’s covenantsindemnification obligations (A) contained in Section 9.3 (Indemnification of the Sellers) (which obligations under Section 9.3 are subject to the limitations set forth in Section 9.1 (Survival of Representations, agreementsWarranties, obligations Covenants and liabilities under the Specified Agreements including the due Agreements) and punctual payment 9.4 (Limitations; Calculation of all amounts which are or may become due and payable by Buyer hereunder when and as the same shall become due and payable Losses)) (collectively, the “Buyer ObligationsGuaranty”). Buyer Guarantor shall not have any obligation or liability to any Person relating to, arising out of, or in connection with, the Buyer Guaranty or this Agreement other than as expressly set forth in this Section 10.18. Buyer Guarantor hereby waives promptness, diligence, demand, protest and notice as to the obligations guaranteed hereby and acceptance of this Buyer Guaranty, the right to require Sellers to exhaust remedies against any other Person and waives any other circumstance which might otherwise constitute a defense available to, or a discharge of, Buyer Guarantor as a guarantor. Buyer Guarantor hereby waives all claims of waiver, release, surrender, abstraction or compromise, counterclaims, cross-claims, recoupments or other defenses that it may have against the Sellers. Buyer Guarantor agrees to pay the costs and expenses in connection with the enforcement of this Buyer Guaranty. (b) The obligations of Buyer Guarantor hereunder are unconditional and irrevocable and will not be discharged by: (i) any modification of, or amendment or supplement to, this Agreement; (ii) any furnishing or acceptance of security or any exchange or release of any security; (iii) any waiver, consent or other action or inaction or any exercise or non-exercise of any right, remedy or power with respect to Buyer or any change in the structure of Buyer; (iv) any insolvency, bankruptcy, reorganization, arrangement, composition, liquidation, dissolution, or similar proceedings with respect to Buyer; or (v) any other occurrence whatsoever, except performance in full of all obligations of Buyer or Buyer Guarantor in accordance with the terms thereof. Buyer Guarantor acknowledges and agrees that, with respect to all Buyer Obligations to pay money, such guaranty shall be a guaranty conditions of payment and performance and not of collection and shall not be conditioned or contingent upon the pursuit of any claim or remedies against Buyer. If Buyer shall default in the due and punctual performance of any Buyer Obligation, including the full and timely payment of any amount due and payable pursuant to any Buyer Obligation, Buyer Guarantor will forthwith perform or cause to be performed such Buyer Obligation and will forthwith make full payment of any amount due with respect thereto at its sole cost and expensethis Agreement. (bc) The Buyer Guaranty shall: (i) be binding upon Buyer Guarantor’s obligations hereunder shall , its successors and assigns; (ii) inure to the benefit of, and be enforceable by, the Sellers, the Management Holders and their respective successors and assigns; and (iii) remain in full force and effect until the Buyer Obligations shall have been performed earlier of (A) the payment in full. If at any time any performance by any Person full of any Buyer Obligation is rescinded or must be otherwise restored or returned, whether upon the insolvency, bankruptcy or reorganization all obligations of Buyer or otherwiseunder Section 9.3, Buyer Guarantor’s and (B) the performance in full of all obligations hereunder with respect to such Buyer Obligation shall be reinstated at such time as though such Buyer Obligation had become due and had not been performed. None of the liabilities of Buyer Guarantor hereunder shall be reduced, discharged or otherwise adversely affected by (i) any time or indulgence granted to Buyer by any Seller, (ii) any variation of any of the terms of the Specified Agreements, (iii) any of the administration, insolvency, bankruptcy, liquidation or cessation of business of any Seller or Buyer, (iv) any invalidity, illegality, unenforceability, irregularity or frustration in any respect of any of the liabilities or obligations referred to in accordance with this Section 9.14 or (v) any other act, omission, event or circumstances which, but for this provision, might operate to prejudice, affect or otherwise affect the liability of Buyer Guarantor under this Section 9.1410.18. (c) Upon performance by Buyer Guarantor of any Buyer Obligation, Buyer Guarantor shall be subrogated to the rights of Seller against Buyer with respect to such Buyer Obligation; provided that Buyer Guarantor shall not enforce any Buyer Obligation by way of subrogation against Buyer while any Buyer Obligation is due and unperformed by Buyer.

Buyer Guarantor. (a) The Buyer Guarantor hereby irrevocably and unconditionally guarantees to each Seller the prompt and full discharge by Buyer of all payment obligations of Buyer, set forth in ARTICLE II on the terms and subject to the conditions set forth therein; provided, however, that such guarantee by the Buyer Guarantor shall terminate upon Seller’s covenants, agreements, receipt of the Purchase Price (including any Post-Closing Adjustment). To the extent that Buyer is relieved from all or any portion of its payment obligations and liabilities under the Specified Agreements including the due and punctual payment of all amounts which are this Agreement or may become due and payable by Buyer hereunder when and as the same shall become due and payable (collectivelyapplicable Law, the “Buyer Obligations”), in accordance with the terms thereof. Buyer Guarantor acknowledges and agrees that, with respect to all Buyer Obligations to pay money, such guaranty shall be a guaranty similarly relieved of such payment and performance and not obligations, to such extent, from its obligations pursuant to this Section 10.11. The provisions of collection and shall this Section 10.11 are subject to the Buyer Guarantor’s right to assert any defense, right, remedies or set-offs that could be asserted by Buyer. Seller will not be conditioned required to make any demand on Buyer or contingent upon the pursuit of any claim otherwise pursue or exhaust its remedies against Buyer. If Buyer shall default in before, simultaneously with or after enforcing its rights and remedies hereunder against the due and punctual performance of any Buyer Obligation, including the full and timely payment of any amount due and payable pursuant to any Buyer Obligation, Buyer Guarantor will forthwith perform or cause to be performed such Buyer Obligation and will forthwith make full payment of any amount due with respect thereto at its sole cost and expenseGuarantor. (b) The Buyer Guarantor’s Guarantor represents and warrants that: (i) it is organized, validly existing and in good standing under the laws of the State of Colorado; (ii) it has the requisite power and authority necessary to enter into, deliver and perform its obligations hereunder shall remain in full force pursuant to this Agreement; (iii) this Agreement has been duly executed and effect until delivered by the Buyer Obligations shall have been performed in full. If at any time any performance by any Person of any Buyer Obligation is rescinded or must be otherwise restored or returned, whether upon the insolvency, bankruptcy or reorganization of Buyer or otherwise, Buyer Guarantor’s obligations hereunder with respect to such Buyer Obligation shall be reinstated at such time as though such Buyer Obligation had become due Guarantor and had not been performed. None constitutes a valid and binding obligation of the liabilities of Buyer Guarantor hereunder shall which is enforceable against the Buyer Guarantor in accordance with its terms, except as such enforceability may be reduced, discharged or otherwise adversely affected limited by (i) any time applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or indulgence granted other similar laws now or hereafter in effect relating to Buyer by any Seller, creditor's rights generally and (ii) any variation general principles of any equity (regardless of the terms of the Specified Agreements, (iii) any of the administration, insolvency, bankruptcy, liquidation whether enforcement is considered in proceedings at law or cessation of business of any Seller or Buyer, in equity); and (iv) any invaliditythe execution, illegality, unenforceability, irregularity or frustration in any respect of any of the liabilities or obligations referred to in this Section 9.14 or (v) any other act, omission, event or circumstances which, but for this provision, might operate to prejudice, affect or otherwise affect the liability of Buyer Guarantor under this Section 9.14. (c) Upon delivery and performance by the Buyer Guarantor of this Agreement does not and will not: (A) result in a violation or breach of any provision of any Law or Governmental Order applicable to the Buyer ObligationGuarantor; or (B) require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or result in the acceleration of any agreement to which the Buyer Guarantor shall be subrogated is a party, except in each case, where the violation, breach, conflict, default, acceleration or failure to give notice would not have a material adverse effect on the rights of Seller against Buyer with respect Guarantor's ability to such Buyer Obligation; provided that Buyer Guarantor shall not enforce any Buyer Obligation by way of subrogation against Buyer while any Buyer Obligation is due and unperformed by Buyerperform its obligations hereunder.

Buyer Guarantor. (a) Buyer Guarantor hereby irrevocably and unconditionally guarantees to each Seller the prompt and full discharge by Buyer of all of Buyer’s covenants, agreements, obligations and liabilities under the Specified Agreements including the due and punctual payment of all amounts which are or may become due and payable by Buyer hereunder when and as the same shall become due and payable (collectively, the “Buyer Obligations”), in accordance with the terms thereof. Buyer Guarantor acknowledges and agrees that, with respect to all Buyer Obligations to pay money, such guaranty shall be a guaranty of payment and performance and not of collection and shall not be conditioned or contingent upon the pursuit of any claim or remedies against Buyer. If Buyer shall default in the due and punctual performance of any Buyer Obligation, including the full and timely payment of any amount due and payable pursuant to any Buyer Obligation, Buyer Guarantor will forthwith perform or cause to be performed such Buyer Obligation and will forthwith make full payment of any amount due with respect thereto at its sole cost and expense. (b) Buyer Guarantor’s obligations hereunder shall remain in full force and effect until the Buyer Obligations shall have been performed in full. If at any time any performance by any Person of any Buyer Obligation is rescinded or must be otherwise restored or returned, whether upon the insolvency, bankruptcy or reorganization of Buyer or otherwise, Buyer Guarantor’s obligations hereunder with respect to such Buyer Obligation shall be reinstated at such time as though such Buyer Obligation had become due and had not been performed. None of the liabilities of Buyer Guarantor hereunder shall be reduced, discharged or otherwise adversely affected by (i) any time or indulgence granted to Buyer by any Seller, (ii) any variation of any of the terms of the Specified Agreements, (iii) any of the administration, insolvency, bankruptcy, liquidation or cessation of business of any Seller or Buyer, (iv) any invalidity, illegality, unenforceability, irregularity or frustration in any respect of any of the liabilities or obligations referred to in this Section 9.14 or (v) any other act, omission, event or circumstances which, but for this provision, might operate to prejudice, affect or otherwise affect the liability of Buyer Guarantor under this Section 9.14. (c) Upon performance by Buyer Guarantor of any Buyer Obligation, Buyer Guarantor shall be subrogated to the rights of Seller against Buyer with respect to such Buyer Obligation; provided that Buyer Guarantor shall not enforce any Buyer Obligation by way of subrogation against Buyer while any Buyer Obligation is due and unperformed by Buyer.

Buyer Guarantor. (a) 8.11.1 Buyer Guarantor hereby irrevocably and unconditionally guarantees to each the Seller the prompt and full discharge complete performance by Buyer of all of Buyer’s covenants, agreements, obligations and liabilities covenants under the Specified Agreements by this Agreement, including the due and punctual payment of all amounts which are or may become due and payable by the Buyer hereunder when and as the same shall become due and payable (collectively, the “Buyer Obligations”), ) in accordance with the terms thereofhereof. Buyer Guarantor acknowledges and agrees that, with respect to all Buyer Obligations to pay money, such guaranty shall be a guaranty of payment and performance and not of collection and shall not be conditioned released, discharged, mitigated, impaired or contingent upon affected by: (a) any lack or limitation of status or power, or other such circumstance, including any dissolution, insolvency, bankruptcy, liquidation, winding-up or other proceeding relating to Buyer, Buyer Guarantor or any other party; (b) any change in the pursuit name, control, objects, business, assets, capital structure or constitution of Buyer or Buyer Guarantor, or any claim merger, amalgamation or remedies against Buyer. reorganization of Buyer or Buyer Guarantor; and (c) any amendment, variation, modification, supplement or replacement of this Agreement or any other document or instrument (except to the extent that such amendment, variation, modification, supplement or replacement affects the obligations guaranteed hereunder); 8.11.2 If Buyer shall default in the due and punctual performance of any Buyer Obligation, including the full and timely payment of any amount due and payable pursuant to any Buyer Obligation, Buyer Guarantor will forthwith perform or cause to be performed such Buyer Obligation and will forthwith make full payment of any amount due with respect thereto at its sole cost and expense. (b) Buyer Guarantor’s obligations hereunder shall remain in full force and effect until the Buyer Obligations shall have been performed in full. If at any time any performance by any Person of any Buyer Obligation is rescinded or must be otherwise restored or returned, whether upon the insolvency, bankruptcy or reorganization of Buyer or otherwise, Buyer Guarantor’s obligations hereunder with respect to such Buyer Obligation shall be reinstated at such time as though such Buyer Obligation had become due and had not been performed. None of the liabilities of 8.11.3 Buyer Guarantor hereunder shall be reduced, discharged or otherwise adversely affected by represents and warrants that (i) any time or indulgence granted Buyer Guarantor has full power and authority to Buyer by any Sellerexecute, deliver and perform this Agreement, (ii) any variation the execution, delivery and performance of any of this Agreement by Buyer Guarantor has been duly authorized by all necessary corporate action by the terms of the Specified AgreementsBuyer Guarantor, (iii) any of the administration, insolvency, bankruptcy, liquidation or cessation of business of any Seller or Buyer, (iv) any invalidity, illegality, unenforceability, irregularity or frustration in any respect of any of the liabilities or obligations referred to in this Section 9.14 or (v) any other act, omission, event or circumstances which, but for this provision, might operate to prejudice, affect or otherwise affect the liability of Buyer Guarantor under this Section 9.14. (c) Upon performance Agreement has been duly executed and delivered by Buyer Guarantor of any Buyer Obligationand this Agreement constitutes its valid and binding obligation, enforceable against Buyer Guarantor shall be subrogated in accordance with its terms, subject to the rights of Seller against Buyer with respect to such Buyer Obligation; provided that Buyer Guarantor shall not enforce any Buyer Obligation by way of subrogation against Buyer while any Buyer Obligation is due and unperformed by BuyerGeneral Enforceability Exceptions.

Buyer Guarantor. (a) The Buyer Guarantor hereby unconditionally, absolutely, continuingly and irrevocably and unconditionally guarantees to each Seller the prompt Sellers the timely payment and full discharge performance by the Buyer of all of Buyer’s covenants, agreements, the obligations and liabilities of the Buyer arising under or in connection with this Agreement. The Buyer Guarantor further agrees that if the Specified Agreements including Buyer shall fail to pay in full when due any of the due Buyer’s obligations hereunder, the Buyer Guarantor shall promptly pay the same, at the place and punctual payment in the manner specified herein. The Buyer Guarantor’s liabilities shall in no way be impaired, affected, reduced or released by reason of (i) the failure or delay by any Seller or any other person in pursuing any remedies or recourse against the Buyer provided for in this Agreement; or (ii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all amounts which are or may become due substantially all the assets of the Buyer or the marshalling of assets and payable by Buyer hereunder when and as liabilities, receivership, insolvency, bankruptcy, assignment for the same shall become due and payable (collectivelybenefit of creditors, reorganization, arrangement, composition with creditors or readjustment of, or other similar proceedings or any other inability to pay or perform affecting, the “Buyer Obligations”), in accordance with the terms thereof. Buyer Guarantor acknowledges and agrees that, with respect to all Buyer Obligations to pay money, such guaranty shall be a guaranty or any of payment and performance and not of collection and shall not be conditioned or contingent upon the pursuit of any claim or remedies against Buyer. If Buyer shall default in the due and punctual performance of any Buyer Obligation, including the full and timely payment of any amount due and payable pursuant to any Buyer Obligation, Buyer Guarantor will forthwith perform or cause to be performed such Buyer Obligation and will forthwith make full payment of any amount due with respect thereto at its sole cost and expenseassets. (b) The Buyer Guarantor is a corporation duly incorporated and validly existing under the laws of the State of Delaware. The Buyer Guarantor has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery and performance by the Buyer Guarantor of this Agreement have been duly and validly authorized by the Buyer Guarantor’s obligations hereunder shall remain in full force , and effect until no other corporate act or proceeding on the part of the Buyer Obligations shall have Guarantor, its board of directors or its shareholders is necessary to authorize the execution, delivery or performance of this Agreement. This Agreement has been performed in full. If at any time any performance duly executed and delivered by any Person of any Buyer Obligation is rescinded or must be otherwise restored or returned, whether upon the insolvency, bankruptcy or reorganization of Buyer or otherwise, Buyer Guarantor’s obligations hereunder with respect to such Buyer Obligation shall be reinstated at such time as though such Buyer Obligation had become due , and had not been performed. None this Agreement constitutes a valid and legally binding obligation of the liabilities of Buyer Guarantor hereunder shall Guarantor, enforceable in accordance with its terms except as enforceability may be reduced, discharged limited or otherwise adversely affected by (i) any time or indulgence granted to Buyer by any Seller, (ii) any variation of any of the terms of the Specified Agreements, (iii) any of the administrationapplicable bankruptcy, insolvency, bankruptcy, liquidation reorganization or cessation other Laws of business of any Seller general application relating to or Buyer, (iv) any invalidity, illegality, unenforceability, irregularity or frustration in any respect of any of the liabilities or obligations referred to in this Section 9.14 or (v) any other act, omission, event or circumstances which, but for this provision, might operate to prejudice, affect or otherwise affect the liability of Buyer Guarantor under this Section 9.14. (c) Upon performance by Buyer Guarantor of any Buyer Obligation, Buyer Guarantor shall be subrogated to affecting the rights of Seller against Buyer with respect to such Buyer Obligation; provided that Buyer Guarantor shall not enforce any Buyer Obligation creditors and except as enforceability may be limited by way rules of subrogation against Buyer while any Buyer Obligation is due and unperformed by BuyerLaw governing specific performance, injunctive relief or other equitable remedies.

Buyer Guarantor. (a) In consideration of Seller’s execution and delivery of this Agreement, and as a material inducement of such execution and delivery, Buyer Guarantor hereby irrevocably guarantees the full, complete, and unconditionally guarantees to each Seller the prompt timely performance of and full discharge by Buyer of compliance with all of Buyer’s the covenants, agreements, obligations obligations, and other liabilities of Buyer set forth in this Agreement and the Transaction Documents, subject to any limitations on Buyer’s liability set forth in this Agreement and the Transaction Documents. Buyer Guarantor hereby agrees that no formal change, amendment, modification, or waiver of any terms or conditions of this Agreement, no extension in whole or in part of the time for the performance by Buyer of its liabilities under the Specified Agreements including the due this Agreement, and punctual payment no settlement, compromise, release, surrender, modification, or impairment of, or exercise or failure to exercise any claim, right, or remedy of all amounts which are any kind or may become due and payable by Buyer hereunder when and as the same nature in connection with this Agreement, shall become due and payable (collectivelyaffect, impair, or discharge, in whole or in part, the “liability of Buyer Obligations”)Guarantor for the full, prompt, and unconditional performance of the liabilities of Buyer under this Agreement and the Transaction Documents. Buyer Guarantor represents and warrants that it is a duly organized and validly existing corporation in good standing under the laws of the State of Delaware, that this guarantee constitutes Buyer Guarantor’s valid and legally binding agreement in accordance with its terms, that the terms thereof. execution, delivery, and performance of this guarantee have been duly authorized by all necessary action and will not violate any Order, judgment, or decree, and that Buyer Guarantor acknowledges is currently solvent and agrees thatwill not be rendered insolvent by providing this guarantee. The liability of Buyer Guarantor under this Agreement for Buyer is absolute, with respect to all unconditional, and irrevocable, irrespective of any circumstance which might otherwise constitute a legal or equitable discharge of a surety or guarantor. This guarantee of Buyer Obligations to pay money, such guaranty Guarantor shall be a guaranty of payment continuing guarantee and, together with the above consent and performance and not of collection and shall not be conditioned or contingent upon the pursuit of any claim or remedies against Buyer. If Buyer shall default in the due and punctual performance of any Buyer Obligationwaiver, including the full and timely payment of any amount due and payable pursuant to any Buyer Obligation, Buyer Guarantor will forthwith perform or cause to be performed such Buyer Obligation and will forthwith make full payment of any amount due with respect thereto at its sole cost and expense. (b) Buyer Guarantor’s obligations hereunder shall remain in full force and effect until the liabilities of Buyer Obligations under this Agreement and the Transaction Documents are discharged and paid in full or cease to be liabilities or obligations pursuant to the terms of this Agreement (whether by termination of this Agreement or otherwise) and the Transaction Documents. Buyer Guarantor waives, and shall have been performed not exercise, any rights that it may acquire by way of subrogation, contribution, reimbursement, or indemnification for payments made under this guarantee until the liabilities of Buyer under this Agreement and the Transaction Documents are discharged and paid in fullfull or cease to be liabilities pursuant to the terms of this Agreement and the Transaction Documents. If This guarantee shall be binding upon and inure to the benefit of Seller and its successors and assigns, and Buyer Guarantor may not, without the prior written consent of Seller, assign any of its obligations under this guarantee. Buyer Guarantor agrees that this guarantee shall continue to be effective or be reinstated, as the case may be, if at any time any performance by any Person all or part of any Buyer Obligation payment of any obligation under this guarantee is rescinded voided, rescinded, or recovered, or must otherwise be otherwise restored or returned, whether returned by Seller upon the insolvency, bankruptcy bankruptcy, or reorganization of Buyer Guarantor. This guarantee shall terminate and be of no further force or otherwise, Buyer Guarantor’s obligations hereunder with respect to such Buyer Obligation shall be reinstated at such time effect as though such Buyer Obligation had become due and had not been performed. None of the liabilities valid termination of Buyer Guarantor hereunder shall be reduced, discharged or otherwise adversely affected by this Agreement in accordance with ARTICLE IX (i) any time or indulgence granted to Buyer by any Seller, (ii) any variation of any of the terms of the Specified Agreements, (iii) any of the administration, insolvency, bankruptcy, liquidation or cessation of business of any Seller or Buyer, (iv) any invalidity, illegality, unenforceability, irregularity or frustration in any respect of any of the liabilities or obligations referred to in this Section 9.14 or (v) any other act, omission, event or circumstances which, but for this provision, might operate to prejudice, affect or otherwise affect the liability of Buyer Guarantor under this Section 9.14Termination). (c) Upon performance by Buyer Guarantor of any Buyer Obligation, Buyer Guarantor shall be subrogated to the rights of Seller against Buyer with respect to such Buyer Obligation; provided that Buyer Guarantor shall not enforce any Buyer Obligation by way of subrogation against Buyer while any Buyer Obligation is due and unperformed by Buyer.