Common use of Buyer Guarantor Clause in Contracts

Buyer Guarantor. (a) In order to induce the Sellers to enter into this Agreement, the Buyer Guarantor hereby absolutely, irrevocably and unconditionally guarantees to the Sellers, as primary obligor and not merely as surety, the 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 hereof and the other Transaction Documents. The Buyer Guarantor hereby waives (i) notice of acceptance of this guarantee, (ii) presentment and demand concerning the liabilities of the Buyers and (iii) any right to require that any Proceeding be brought against any Buyer or any other Person, or to require that any Seller seek enforcement of any performance against any Buyer or any other Person to any Proceeding against the Buyer Guarantor under the terms hereof. The guarantee provided in this Section 8.8(a) shall not terminate upon any change of control of any Buyer, any Company, any Seller or the Buyer Guarantor, and the obligations of the Buyer Guarantor hereunder shall continue in full force and effect against the Buyer Guarantor notwithstanding any such change of control. (b) The Buyer Guarantor represents and warrants that (i) it is duly organized, validly existing and in good standing under the laws of State of Delaware, (ii) it has all requisite power and authority to execute, deliver and perform its obligations under this Agreement for purposes of 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 Buyer Guarantor, enforceable against the Buyer 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 Law to which the Buyer Guarantor is subject or result in any breach of any Contract to which the 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 Agreement.

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 Sellersprompt 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 primary obligor the same shall become due and not merely as suretypayable (collectively, the 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“Buyer Obligations”), in accordance with the terms hereof and the other Transaction Documentsthereof. The Buyer Guarantor hereby waives (i) notice acknowledges and agrees that, with respect to all Buyer Obligations to pay money, such guaranty shall be a guaranty of acceptance payment and performance and not of this guarantee, (ii) presentment collection and demand concerning shall not be conditioned or contingent upon the liabilities pursuit of any claim or remedies against Buyer. If Buyer shall default in the Buyers due and (iii) any right to require that any Proceeding be brought against punctual performance of any Buyer or any other PersonObligation, or to require that any Seller seek enforcement including the full and timely payment of any performance against amount due and payable pursuant to any Buyer or any other Person to any Proceeding against the Obligation, Buyer Guarantor under the terms hereof. The guarantee provided in this Section 8.8(a) shall not terminate upon any change of control will forthwith perform or cause to be performed such Buyer Obligation and will forthwith make full payment of any Buyer, any Company, any Seller or the amount due with respect thereto at its sole cost and expense. (b) Buyer Guarantor, and the ’s obligations of the Buyer Guarantor hereunder shall continue remain in full force and effect against until the Buyer Guarantor notwithstanding 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 change Buyer Obligation shall be reinstated at such time as though such Buyer Obligation had become due and had not been performed. None of control. (b) The the liabilities of Buyer Guarantor represents and warrants that hereunder shall be reduced, discharged or otherwise adversely affected by (i) it is duly organized, validly existing and in good standing under the laws of State of Delawareany time or indulgence granted to Buyer by any Seller, (ii) it has all requisite power and authority to execute, deliver and perform its obligations under this Agreement for purposes any variation of 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 any of the Buyer Guarantorterms of the Specified Agreements, enforceable against (iii) any of the Buyer Guarantor in accordance with its terms, except as such may be limited by bankruptcyadministration, insolvency, reorganization 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 Laws affecting creditors’ rights generally and by general equitable principlesact, and (iii) omission, event or circumstances which, but for this provision, might operate to prejudice, affect or otherwise affect the execution, delivery and performance liability of this Agreement does not contravene any Law to which the Buyer Guarantor is subject or result in any breach under this Section 9.14. (c) Upon performance by Buyer Guarantor of any Contract to which the Buyer Obligation, Buyer Guarantor is a party, other than shall be subrogated to the rights of Seller against Buyer with respect to such contravention or breach Buyer Obligation; provided that would not be material to Buyer Guarantor or impair the ability to perform its obligations under this Agreementshall 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 Sellersprompt 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 primary obligor the same shall become due and not merely as suretypayable (collectively, the 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“Buyer Obligations”), in accordance with the terms hereof and the other Transaction Documentsthereof. The Buyer Guarantor hereby waives (i) notice acknowledges and agrees that, with respect to all Buyer Obligations to pay money, such guaranty shall be a guaranty of acceptance payment and performance and not of this guarantee, (ii) presentment collection and demand concerning shall not be conditioned or contingent upon the liabilities pursuit of any claim or remedies against Buyer. If Buyer shall default in the Buyers due and (iii) any right to require that any Proceeding be brought against punctual performance of any Buyer or any other PersonObligation, or to require that any Seller seek enforcement including the full and timely payment of any performance against amount due and payable pursuant to any Buyer or any other Person to any Proceeding against the Obligation, Buyer Guarantor under the terms hereof. The guarantee provided in this Section 8.8(a) shall not terminate upon any change of control will forthwith perform or cause to be performed such Buyer Obligation and will forthwith make full payment of any Buyer, any Company, any Seller or the amount due with respect thereto at its sole cost and expense. (b) Buyer Guarantor, and the ’s obligations of the Buyer Guarantor hereunder shall continue remain in full force and effect against until the Buyer Guarantor notwithstanding 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 change Buyer Obligation shall be reinstated at such time as though such Buyer Obligation had become due and had not been performed. None of control. (b) The the liabilities of Buyer Guarantor represents and warrants that hereunder shall be reduced, discharged or otherwise adversely affected by (i) it is duly organized, validly existing and in good standing under the laws of State of Delawareany time or indulgence granted to Buyer by any Seller, (ii) it has all requisite power and authority to execute, deliver and perform its obligations under this Agreement for purposes any variation of 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 any of the Buyer Guarantorterms of the Specified Agreements, enforceable against (iii) any of the Buyer Guarantor in accordance with its terms, except as such may be limited by bankruptcyadministration, insolvency, reorganization 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 Laws affecting creditors’ rights generally and by general equitable principlesact, and (iii) omission, event or circumstances which, but for this provision, might operate to prejudice, affect or otherwise affect the execution, delivery and performance liability of this Agreement does not contravene any Law to which the Buyer Guarantor is subject or result in any breach of any Contract to which the 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 AgreementSection 9.14.

Buyer Guarantor. 12.1 The Buyer Guarantor as primary obligor (aand not as a surety) In order unconditionally and irrevocably: 12.1.1 guarantees by way of continuing guarantee to induce the Sellers the due and punctual performance by the Buyer of its payment obligations under Clauses 4.6.2 and 4.8.1(c)(ii) and any obligation of the Buyer to enter into pay, to the extent that such amount has been agreed between the Buyer and Sellers in writing or has otherwise been determined by a court of competent or arbitral tribunal of competent jurisdiction in a final, non-appealable judgment against the Buyer, any damages (for the avoidance of doubt, excluding for these purposes any incurred costs of enforcement and reasonably and properly incurred legal costs and expenses) payable to the Sellers with respect to any breach of this AgreementDeed by the Buyer; and 12.1.2 agrees that if the Buyer fails to make any payment when it is due under Clauses 4.6.2 and 4.8.1(c)(ii), the Buyer Guarantor hereby absolutely, irrevocably and unconditionally guarantees shall on demand pay (or procure the payment of) that amount to the Sellers, as primary obligor and not merely as surety, Sellers (provided that in no event shall the full and prompt payment, performance and discharge when due by (x) the Buyers of any and all obligations aggregate liability of the Buyers Buyer Guarantor, when taken together with liability the Buyer, under this Deed shall be in excess of the Consideration). 12.2 The Buyer Guarantor unconditionally and (y) irrevocably undertakes to procure that the Companies Buyer shall perform each of any and all its obligations of any Company to be performed after the Closingunder this Deed, in each case of clauses (x) and (y), in accordance with the terms hereof set out in this Deed. 12.3 The Buyer Guarantor’s obligations under Clause 12.1 are continuing obligations and are not satisfied, discharged or affected by an intermediate payment or settlement of account by, or a change in the constitution or control of, or merger or consolidation with any other Transaction Documents. person of, or the insolvency of, or bankruptcy, winding up or analogous proceedings relating to, the Buyer. 12.4 The Buyer Guarantor’s liabilities under Clause 12.1 are not affected by an arrangement which the Sellers may make with the Buyer or with another person which (but for this Clause 12.4) might operate to diminish or discharge the liability of or otherwise provide a defence to a surety. 12.5 Without affecting the generality of Clause 12.4, the Sellers may at any time they think fit and without reference to the Buyer Guarantor and without prejudice to the Buyer Guarantor’s obligations under this Clause 12: 12.5.1 grant a time for payment or grant another indulgence or agree to an amendment, variation, waiver or release in respect of an obligation of the Buyer under this Deed; 12.5.2 give up, deal with, vary, exchange or abstain from perfecting or enforcing other securities or guarantees held by the Sellers; 12.5.3 discharge a party to other securities or guarantees held by the Sellers and realise all or any of those securities or guarantees; and 12.5.4 compound with, accept compositions from and make other arrangements as agreed with the Buyer or a person or persons liable on other securities or guarantees held or to be held by the Sellers. 12.6 So long as the Buyer is under an actual or contingent obligation under this Deed, the Buyer Guarantor shall not exercise a right, which it may at any time have by reason of the performance of its obligations under Clause 12.1 above to claim a contribution from another surety of the Buyer’s obligations or to take the benefit (wholly or partly and by way of subrogation or otherwise) of any of the Buyer’s rights under this Deed or of any other security taken by the Buyer in connection with this Deed. 12.7 The Buyer Guarantor’s liabilities under Clause 12.1 are not affected by the avoidance of an assurance, security or payment or a release, settlement or discharge which is given or made on the faith of an assurance, security or payment, in either case, under an enactment relating to bankruptcy or insolvency. 12.8 The Buyer Guarantor hereby waives (i) notice of acceptance of this guarantee, (ii) presentment and demand concerning the liabilities of the Buyers and (iii) any right to require that any Proceeding be brought against any Buyer it may have of first requiring the Sellers (or any other Person, trustee or agent on its behalf) to require that any Seller seek enforcement of any performance proceed against any Buyer or enforce any other Person to rights or security or claim payment from any Proceeding against person before claiming from the Buyer Guarantor under the terms hereof. The guarantee provided in this Section 8.8(a) shall not terminate upon any change of control of any Buyer, any Company, any Seller or the Buyer Guarantor, and the obligations of the Buyer Guarantor hereunder shall continue in full force and effect against the Buyer Guarantor notwithstanding any such change of controlClause 12. (b) The Buyer Guarantor represents and warrants that (i) it is duly organized, validly existing and in good standing under the laws of State of Delaware, (ii) it has all requisite power and authority to execute, deliver and perform its obligations under this Agreement for purposes of 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 Buyer Guarantor, enforceable against the Buyer 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 Law to which the Buyer Guarantor is subject or result in any breach of any Contract to which the 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 Agreement.

Buyer Guarantor. (a) In order to induce the Sellers to enter into this Agreement, the 8.11.1 Buyer Guarantor hereby absolutely, irrevocably and unconditionally guarantees to the SellersSeller the prompt and complete performance by Buyer of all of Buyer’s obligations and covenants under 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 primary obligor the same shall become due and not merely as suretypayable (collectively, the full and prompt payment, performance and discharge when due by (x“Buyer Obligations”) 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 hereof and the other Transaction Documentshereof. The Buyer Guarantor hereby waives 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 released, discharged, mitigated, impaired or affected by: (i) notice of acceptance of this guarantee, (ii) presentment and demand concerning the liabilities of the Buyers and (iiia) any right lack or limitation of status or power, or other such circumstance, including any dissolution, insolvency, bankruptcy, liquidation, winding-up or other proceeding relating to require that any Proceeding be brought against any Buyer, Buyer Guarantor or any other Person, or to require that any Seller seek enforcement of any performance against any Buyer or any other Person to any Proceeding against the Buyer Guarantor under the terms hereof. The guarantee provided in this Section 8.8(a) shall not terminate upon any change of control of any Buyer, any Company, any Seller or the Buyer Guarantor, and the obligations of the Buyer Guarantor hereunder shall continue in full force and effect against the Buyer Guarantor notwithstanding any such change of control.party; (b) The any change in the name, control, objects, business, assets, capital structure or constitution of Buyer or Buyer Guarantor, or any merger, amalgamation or 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. 8.11.3 Buyer Guarantor represents and warrants that (i) it is duly organized, validly existing and in good standing under the laws of State of Delaware, (ii) it Buyer Guarantor has all requisite full power and authority to execute, deliver and perform its obligations under this Agreement for purposes of this Section 8.8 and this Agreement has been duly executed and delivered by it andAgreement, assuming due authorization, execution and delivery by the other Parties, constitutes a valid and binding obligation of the Buyer Guarantor, enforceable against the Buyer 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 (iiiii) the execution, delivery and performance of this Agreement does not contravene any Law to which by Buyer Guarantor has been duly authorized by all necessary corporate action by the Buyer Guarantor is subject or result in any breach of any Contract to which the Guarantor, (iii) this Agreement has been duly executed and delivered by Buyer Guarantor is a partyand this Agreement constitutes its valid and binding obligation, other than such contravention or breach that would not be material to enforceable against Buyer Guarantor or impair in accordance with its terms, subject to the ability to perform its obligations under this AgreementGeneral Enforceability Exceptions.

Buyer Guarantor. (a) In order The Buyer Guarantor hereby unconditionally, absolutely, continuingly and irrevocably guarantees to induce the Sellers to enter into the timely payment and performance by the Buyer of all of the obligations and liabilities of the Buyer arising under or in connection with this Agreement. The Buyer Guarantor further agrees that if the Buyer shall fail to pay in full when due any of the Buyer’s obligations hereunder, the Buyer Guarantor hereby absolutelyshall promptly pay the same, irrevocably at the place and unconditionally guarantees to in the Sellers, as primary obligor and not merely as surety, the 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 hereof and the other Transaction Documentsmanner specified herein. The Buyer Guarantor hereby waives Guarantor’s liabilities shall in no way be impaired, affected, reduced or released by reason of (i) notice of acceptance of the failure or delay by any Seller or any other person in pursuing any remedies or recourse against the Buyer provided for in this guarantee, Agreement; or (ii) presentment and demand concerning the liabilities voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets of the Buyers Buyer or the marshalling of assets and (iii) liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors or readjustment of, or other similar proceedings or any right other inability to require that any Proceeding be brought against any pay or perform affecting, the Buyer or any other Person, or to require that any Seller seek enforcement of any performance against any Buyer or any other Person to any Proceeding against the Buyer Guarantor under the terms hereof. The guarantee provided in this Section 8.8(a) shall not terminate upon any change of control of any Buyer, any Company, any Seller or the Buyer Guarantor, and the obligations of the Buyer Guarantor hereunder shall continue in full force and effect against the Buyer Guarantor notwithstanding any such change of controlits assets. (b) The Buyer Guarantor represents is a corporation duly incorporated and warrants that (i) it is duly organized, validly existing and in good standing under the laws of the State of Delaware, (ii) it . The Buyer Guarantor has all requisite corporate power and authority to execute, execute and deliver this Agreement and to perform its obligations under hereunder. The execution, delivery and performance by the Buyer Guarantor of this Agreement for purposes have been duly and validly authorized by the Buyer Guarantor, and no other corporate act or proceeding on the part of the Buyer Guarantor, its board of directors or its shareholders is necessary to authorize the execution, delivery or performance of this Section 8.8 and this Agreement. This Agreement has been duly executed and delivered by it andthe Buyer Guarantor, assuming due authorization, execution and delivery by the other Parties, this Agreement constitutes a valid and legally binding obligation of the Buyer Guarantor, enforceable against the Buyer Guarantor in accordance with its terms, terms except as such enforceability may be limited or affected by applicable bankruptcy, insolvency, reorganization or other Laws of general application relating to or affecting creditors’ the rights generally of creditors and except as enforceability may be limited by general rules of Law governing specific performance, injunctive relief or other equitable principles, and (iii) the execution, delivery and performance of this Agreement does not contravene any Law to which the Buyer Guarantor is subject or result in any breach of any Contract to which the 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 Agreementremedies.

Buyer Guarantor. (a) In order to induce the Sellers to enter into this Agreement, the Buyer Guarantor hereby absolutely, unconditionally and irrevocably guarantee to Freeport (i) the full, complete and unconditionally guarantees timely payment, subject to the Sellersterms and conditions hereof, as primary obligor by Buyer of each and not merely as suretyevery payment obligation of Buyer, without any set off, restriction, condition or deduction for or on account of any counterclaim; and (ii) the full due and prompt payment, punctual performance and discharge when due observance by (x) the Buyers Buyer of all of Buyer’s obligations, commitments and undertakings hereunder. If Buyer shall default for any and all obligations of the Buyers and (y) the Companies of reason whatsoever on any and all obligations of any Company such payment or performance obligations, then Buyer Guarantor shall unconditionally perform or cause to be performed after and satisfy or cause to be satisfied the Closing, in each case of clauses (x) 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 (y), in accordance with the terms hereof and the other Transaction Documentssatisfied by Buyer. The Buyer Guarantor hereby waives (i) notice of acceptance of this guarantee, (ii) presentment and demand concerning the liabilities of the Buyers and (iii) any right Freeport shall not be required to require that any Proceeding be brought initiate legal proceedings against any Buyer or any other Person, or to require that any Seller seek enforcement of any performance against any Buyer or any other Person prior to any Proceeding or contemporaneously with proceeding against Buyer Guarantor. Subject to the terms and conditions hereof, Buyer Guarantor under the terms hereofwaives (i) any and all legal and equitable defenses available to a guarantor (other than payment in full by Buyer) and (ii) promptness, diligence, presentment, demand of payment, protest, order and any notices hereunder, including any notice of any amendment of this Agreement or waiver or other similar action granted pursuant to this Agreement and any notice of acceptance. The guarantee provided set forth in this Section 8.8(a) 13.15 shall not terminate upon any change of control of any Buyer, any Company, any Seller or the Buyer Guarantor, be deemed a continuing guarantee and the obligations of the Buyer Guarantor hereunder shall continue remain in full force and effect against until the satisfaction in full of all payment and performance obligations of Buyer Guarantor hereunder, notwithstanding the winding-up, liquidation, dissolution, merger or other incapacity or other restructuring of Buyer or any such change in the status, control or ownership of control. (b) Buyer. The Buyer Guarantor represents and warrants that (i) it is duly organized, validly existing and guarantee set forth in good standing under the laws of State of Delaware, (ii) it has all requisite power and authority to execute, deliver and perform its obligations under this Agreement for purposes of 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 Buyer Guarantor, enforceable against the Buyer 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 Law to which the Buyer Guarantor is subject or result in any breach of any Contract to which the Buyer Guarantor 13.15 is a party, other than such contravention or breach that would primary guarantee of payment and not be material to Buyer Guarantor or impair the ability to perform its obligations under this Agreementjust of collection.

Buyer Guarantor. (a) In order to induce the Sellers to enter into consideration of Seller’s execution and delivery of this Agreement, the and as a material inducement of such execution and delivery, Buyer Guarantor hereby absolutelyguarantees the full, irrevocably complete, and unconditionally guarantees to the Sellers, as primary obligor timely performance of and not merely as surety, the full and prompt payment, performance and discharge when due by (x) the Buyers of any and compliance with all obligations of the Buyers covenants, agreements, obligations, and (y) the Companies other liabilities of any and all obligations of any Company to be performed after the Closing, Buyer set forth in each case of clauses (x) and (y), in accordance with the terms hereof this Agreement and the other Transaction Documents, subject to any limitations on Buyer’s liability set forth in this Agreement and the Transaction Documents. The Buyer Guarantor hereby waives (i) notice agrees that no formal change, amendment, modification, or waiver of acceptance any terms or conditions of this guaranteeAgreement, (ii) presentment no extension in whole or in part of the time for the performance by Buyer of its liabilities under this Agreement, and demand concerning no settlement, compromise, release, surrender, modification, or impairment of, or exercise or failure to exercise any claim, right, or remedy of any kind or nature in connection with this Agreement, shall affect, impair, or discharge, in whole or in part, the liability of Buyer Guarantor for the full, prompt, and unconditional performance of the liabilities of the Buyers and (iii) any right to require that any Proceeding be brought against any Buyer or any other Person, or to require that any Seller seek enforcement of any performance against any Buyer or any other Person to any Proceeding against the Buyer Guarantor under the terms hereof. The guarantee provided in this Section 8.8(a) shall not terminate upon any change of control of any Buyer, any Company, any Seller or the Buyer Guarantor, Agreement and the obligations of the Buyer Guarantor hereunder shall continue in full force and effect against the Buyer Guarantor notwithstanding any such change of control. (b) The Transaction Documents. Buyer Guarantor represents and warrants that (i) it is a duly organized, organized and validly existing and corporation in good standing under the laws of the State of Delaware, (ii) it has all requisite power and authority to execute, deliver and perform its obligations under that this Agreement for purposes of 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, guarantee constitutes a Buyer Guarantor’s valid and legally binding obligation of the Buyer Guarantor, enforceable against the Buyer Guarantor agreement 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) that the execution, delivery delivery, and performance of this Agreement does guarantee have been duly authorized by all necessary action and will not contravene violate any Law to which the Order, judgment, or decree, and that Buyer Guarantor is subject or result in any breach currently solvent and will not be rendered insolvent by providing this guarantee. The liability of Buyer Guarantor under this Agreement for Buyer is absolute, unconditional, and irrevocable, irrespective of any Contract to circumstance which the might otherwise constitute a legal or equitable discharge of a surety or guarantor. This guarantee of Buyer Guarantor is shall be a partycontinuing guarantee and, other than such contravention together with the above consent and waiver, shall remain in full force and effect until the liabilities of Buyer under this Agreement and the Transaction Documents are discharged and paid in full or breach that would not cease to be material 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 not exercise, any rights that it may acquire by way of subrogation, contribution, reimbursement, or impair indemnification for payments made under this guarantee until the ability liabilities of Buyer under this Agreement and the Transaction Documents are discharged and paid in full or cease to perform be liabilities pursuant to the terms of this Agreement and the Transaction Documents. 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 Agreementguarantee. Buyer Guarantor agrees that this guarantee shall continue to be effective or be reinstated, as the case may be, if at any time all or part of any payment of any obligation under this guarantee is voided, rescinded, or recovered, or must otherwise be returned by Seller upon the insolvency, bankruptcy, or reorganization of Buyer Guarantor. This guarantee shall terminate and be of no further force or effect as of the valid termination of this Agreement in accordance with ARTICLE IX (Termination).

Buyer Guarantor. (a) In order Buyer Guarantor hereby unconditionally and irrevocably guarantees to induce the Sellers and Management Holders, (i) Buyer’s obligation to enter into this Agreementpay the Base Purchase Price and the Final Purchase Price, and (ii) the payment of Buyer’s indemnification 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, Warranties, Covenants and Agreements) and 9.4 (Limitations; Calculation of Losses)) (the “Buyer Guaranty”). Buyer Guarantor shall not have any obligation or liability to any Person relating to, arising out of, or in connection with, the Buyer Guarantor hereby absolutely, irrevocably and unconditionally guarantees to the Sellers, Guaranty or this Agreement other than as primary obligor and not merely as surety, the 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, expressly set forth in each case of clauses (x) and (y), in accordance with the terms hereof and the other Transaction Documentsthis Section 10.18. The Buyer Guarantor hereby waives (i) promptness, diligence, demand, protest and notice of as to the obligations guaranteed hereby and acceptance of this guaranteeBuyer Guaranty, (ii) presentment and demand concerning the liabilities of the Buyers and (iii) any right to require that any Proceeding be brought Sellers to exhaust remedies against any Buyer or any other Person, or to require that any Seller seek enforcement of any performance against any Buyer or any other Person to and waives any Proceeding 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 under agrees to pay the terms hereof. The guarantee provided costs and expenses in connection with the enforcement of this Section 8.8(a) shall not terminate upon any change of control of any Buyer, any Company, any Seller or the Buyer Guarantor, and the obligations of the Buyer Guarantor hereunder shall continue in full force and effect against the Buyer Guarantor notwithstanding any such change of controlGuaranty. (b) The obligations of Buyer Guarantor represents hereunder are unconditional and warrants that irrevocable and will not be discharged by: (i) it is duly organizedany modification of, validly existing and in good standing under the laws of State of Delawareor amendment or supplement to, this Agreement; (ii) it has 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 requisite power and authority to execute, deliver and perform its obligations under this Agreement for purposes of 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 Buyer Guarantor, enforceable against the or Buyer Guarantor in accordance with the terms and conditions of this Agreement. (c) The Buyer Guaranty shall: (i) be binding upon Buyer Guarantor, its termssuccessors and assigns; (ii) inure to the benefit of, except as such may and be limited by bankruptcyenforceable by, insolvencythe Sellers, reorganization or other Laws affecting creditors’ rights generally the Management Holders and by general equitable principles, their respective successors and assigns; and (iii) remain in full force and effect until the executionearlier of (A) the payment in full of all obligations of Buyer under Section 9.3, delivery and (B) the performance in full of this Agreement does not contravene any Law to which the all obligations of Buyer Guarantor is subject or result in any breach of any Contract to which the 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 accordance with this AgreementSection 10.18.

Buyer Guarantor. (a) In order The Buyer Guarantor hereby guarantees the payment obligations of Buyer, set forth in ARTICLE II on the terms and subject to induce the Sellers to enter into conditions set forth therein; provided, however, that such guarantee by the Buyer Guarantor shall terminate upon Seller’s 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 under this AgreementAgreement or applicable Law, the Buyer Guarantor hereby absolutelyshall be similarly relieved of such payment obligations, irrevocably and unconditionally guarantees to such extent, from its obligations pursuant to this Section 10.11. The provisions of this Section 10.11 are subject to the Sellers, as primary obligor and not merely as surety, the 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 hereof and the other Transaction Documents. The Buyer Guarantor hereby waives (i) notice of acceptance of this guarantee, (ii) presentment and demand concerning the liabilities of the Buyers and (iii) any Guarantor’s right to require assert any defense, right, remedies or set-offs that could be asserted by Buyer. Seller will not be required to make any Proceeding be brought against any demand on Buyer or any other Personotherwise pursue or exhaust its remedies against Buyer before, simultaneously with or to require that any Seller seek enforcement of any performance against any Buyer or any other Person to any Proceeding after enforcing its rights and remedies hereunder against the Buyer Guarantor under the terms hereof. The guarantee provided in this Section 8.8(a) shall not terminate upon any change of control of any Buyer, any Company, any Seller or the Buyer Guarantor, and the obligations of the Buyer Guarantor hereunder shall continue in full force and effect against the Buyer Guarantor notwithstanding any such change of control. (b) The Buyer Guarantor represents and warrants that that: (i) it is duly organized, validly existing and in good standing under the laws of the State of Delaware, Colorado; (ii) it has all the requisite power and authority necessary to executeenter into, deliver and perform its obligations under pursuant to this Agreement for purposes of this Section 8.8 and Agreement; (iii) this Agreement has been duly executed and delivered by it and, assuming due authorization, execution the Buyer Guarantor and delivery by the other Parties, constitutes a valid and binding obligation of the Buyer Guarantor, Guarantor which is enforceable against the Buyer Guarantor in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization reorganization, moratorium, fraudulent conveyance or other Laws affecting creditors’ similar laws now or hereafter in effect relating to creditor's rights generally and by (ii) general equitable principles, principles of equity (regardless of whether enforcement is considered in proceedings at law or in equity); and (iiiiv) the execution, delivery and performance by the Buyer Guarantor of this Agreement does not contravene and will not: (A) result in a violation or breach of any provision of any Law or Governmental Order applicable to which the Buyer Guarantor is subject Guarantor; 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 any breach the acceleration of any Contract agreement to which the Buyer Guarantor is a party, other than such contravention except in each case, where the violation, breach, conflict, default, acceleration or breach that failure to give notice would not be have a material to adverse effect on the Buyer Guarantor or impair the Guarantor's ability to perform its obligations under this Agreementhereunder.