Common use of Buyer Guarantor Clause in Contracts

Buyer Guarantor. (a) The Buyer Guarantor hereby unconditionally, absolutely, continuingly and irrevocably guarantees to the Sellers 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 shall promptly pay the same, at the place and 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 or substantially all the assets of the Buyer or the marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit 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 or any of its assets. (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, 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 Agreement. This Agreement has been duly executed and delivered by the Buyer Guarantor, and this Agreement constitutes a valid and legally binding obligation of the Buyer Guarantor, enforceable in accordance with its terms except as enforceability may be limited or affected by applicable bankruptcy, insolvency, reorganization or other Laws of general application relating to or affecting the rights of creditors and except as enforceability may be limited by rules of Law governing specific performance, injunctive relief or other equitable remedies.

Buyer Guarantor. (a) The Buyer Guarantor hereby unconditionally, absolutely, continuingly unconditionally and irrevocably guarantees guarantee to Freeport (i) the full, complete and timely payment, subject to the Sellers terms and conditions hereof, by Buyer of each and every payment obligation of Buyer, without any set off, restriction, condition or deduction for or on account of any counterclaim; and (ii) the timely payment due and punctual performance and observance by the Buyer of all of the obligations Buyer’s obligations, commitments and liabilities of the Buyer arising under or in connection with this Agreementundertakings hereunder. The Buyer Guarantor further agrees that if the If Buyer shall fail to pay in full when due default for any of the Buyer’s obligations hereunderreason whatsoever on any such payment or performance obligations, the then Buyer Guarantor shall promptly pay unconditionally perform or cause to be performed and satisfy or cause to be satisfied the same, at performance or payment obligations immediately upon notice from Freeport specifying the place 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 in the manner specified hereinsatisfied by Buyer. The Freeport shall not be required to initiate legal proceedings against Buyer or any other Person prior to or contemporaneously with proceeding against Buyer Guarantor’s liabilities shall in no way be impaired. Subject to the terms and conditions hereof, affected, reduced or released by reason of Buyer Guarantor waives (i) the failure or delay any and all legal and equitable defenses available to a guarantor (other than payment in full by any Seller or any other person in pursuing any remedies or recourse against the Buyer provided for in this Agreement; or 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 set forth in this Section 13.15 shall be deemed a continuing guarantee and shall remain in full force and effect until the voluntary or involuntary satisfaction in full of all payment and performance obligations of Buyer hereunder, notwithstanding the winding-up, liquidation, dissolution, sale merger or other disposition of all or substantially all the assets of the Buyer or the marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors or readjustment of, incapacity or other similar proceedings or any other inability to pay or perform affecting, the restructuring of Buyer or any change in the status, control or ownership of its assets. (b) Buyer. The Buyer Guarantor guarantee set forth in this Section 13.15 is a corporation duly incorporated primary guarantee of payment and validly existing under the laws not just 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, 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 Agreement. This Agreement has been duly executed and delivered by the Buyer Guarantor, and this Agreement constitutes a valid and legally binding obligation of the Buyer Guarantor, enforceable in accordance with its terms except as enforceability may be limited or affected by applicable bankruptcy, insolvency, reorganization or other Laws of general application relating to or affecting the rights of creditors and except as enforceability may be limited by rules of Law governing specific performance, injunctive relief or other equitable remediescollection.

Buyer Guarantor. (a) The Buyer Guarantor hereby unconditionallyguarantees the payment obligations of Buyer, absolutely, continuingly set forth in ARTICLE II on the terms and irrevocably guarantees subject to the Sellers the timely payment and performance conditions set forth therein; provided, however, that such guarantee by the Buyer of all 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 and liabilities of the Buyer arising under this Agreement 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 hereunderapplicable Law, the Buyer Guarantor shall promptly pay the samebe similarly relieved of such payment obligations, at the place and in the manner specified hereinto such extent, from its obligations pursuant to this Section 10.11. The provisions of this Section 10.11 are subject to the Buyer Guarantor’s liabilities shall in no way be impairedright to assert any defense, affectedright, reduced or released by reason of (i) the failure or delay by any Seller or any other person in pursuing any remedies or recourse set-offs that could be asserted by Buyer. Seller will not be required to make any demand on Buyer or otherwise pursue or exhaust its remedies against Buyer before, simultaneously with or after enforcing its rights and remedies hereunder against the Buyer provided for in this Agreement; or (ii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets of the Buyer or the marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit 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 or any of its assetsGuarantor. (b) The Buyer Guarantor represents and warrants that: (i) it is a corporation duly incorporated and organized, validly existing and in good standing under the laws of the State of Delaware. The Buyer Guarantor Colorado; (ii) it has all the requisite corporate power and authority necessary to execute enter into, deliver and deliver this Agreement and to perform its obligations hereunder. The pursuant to this Agreement; (iii) this Agreement has been duly executed and delivered by the Buyer Guarantor and constitutes a valid and binding obligation of the Buyer 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, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditor's rights generally and (ii) general principles of equity (regardless of whether enforcement is considered in proceedings at law or in equity); and (iv) the execution, delivery and performance by the Buyer Guarantor of this Agreement have been duly does not and validly authorized by will not: (A) result in a violation or breach of any provision of any Law or Governmental Order applicable to the Buyer Guarantor; or (B) require the consent, and no notice or other corporate act action by any Person under, conflict with, result in a violation or proceeding breach of, constitute a default under or result in the acceleration of any agreement to which the Buyer Guarantor 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 part of the Buyer Guarantor, 's ability to perform its board of directors or its shareholders is necessary to authorize the execution, delivery or performance of this Agreement. This Agreement has been duly executed and delivered by the Buyer Guarantor, and this Agreement constitutes a valid and legally binding obligation of the Buyer Guarantor, enforceable in accordance with its terms except as enforceability may be limited or affected by applicable bankruptcy, insolvency, reorganization or other Laws of general application relating to or affecting the rights of creditors and except as enforceability may be limited by rules of Law governing specific performance, injunctive relief or other equitable remediesobligations hereunder.

Buyer Guarantor. (a) The Buyer Guarantor hereby unconditionally, absolutely, continuingly irrevocably and irrevocably unconditionally guarantees to each Seller the Sellers the timely payment prompt and performance full discharge by the Buyer of all of the 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 Buyer arising under or in connection with this Agreement. The liabilities of Buyer Guarantor further agrees that if the hereunder shall be reduced, discharged or otherwise adversely affected by (i) any time or indulgence granted to Buyer shall fail to pay in full when due by any Seller, (ii) any variation of any of the Buyer’s obligations hereunder, the Buyer Guarantor shall promptly pay the same, at the place and 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 or substantially all the assets terms of the Buyer or Specified Agreements, (iii) any of the marshalling of assets and liabilities, receivershipadministration, insolvency, bankruptcy, assignment for 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 benefit of creditors, reorganization, arrangement, composition with creditors liabilities or readjustment of, obligations referred to in this Section 9.14 or other similar proceedings or (v) any other inability act, omission, event or circumstances which, but for this provision, might operate to pay prejudice, affect or perform affecting, otherwise affect the Buyer or any liability of its assets. (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, 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 Agreement. This Agreement has been duly executed and delivered by the Buyer Guarantor, and this Agreement constitutes a valid and legally binding obligation of the Buyer Guarantor, enforceable in accordance with its terms except as enforceability may be limited or affected by applicable bankruptcy, insolvency, reorganization or other Laws of general application relating to or affecting the rights of creditors and except as enforceability may be limited by rules of Law governing specific performance, injunctive relief or other equitable remediesSection 9.14.

Buyer Guarantor. (a) The Buyer Guarantor hereby unconditionally, absolutely, continuingly unconditionally and irrevocably guarantees to the Sellers 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 hereunderManagement Holders, the Buyer Guarantor shall promptly pay the same, at the place and in the manner specified herein. The Buyer Guarantor’s liabilities shall in no way be impaired, affected, reduced or released by reason of (i) Buyer’s obligation to pay the failure or delay by any Seller or any other person in pursuing any remedies or recourse against Base Purchase Price and the Buyer provided for in this Agreement; or Final Purchase Price, and (ii) the voluntary or involuntary liquidation, dissolution, sale or other disposition payment of all or substantially all the assets 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 the marshalling of assets and liabilitiesliability to any Person relating to, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors or readjustment arising out of, or other similar proceedings or any other inability to pay or perform affectingin 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 its assetswaiver, 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 is a corporation duly incorporated hereunder are unconditional and validly existing under 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 laws 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 State terms and conditions of Delaware. this Agreement. (c) 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, and no other corporate act or proceeding on the part of the Guaranty shall: (i) be binding upon Buyer Guarantor, its board of directors or its shareholders is necessary successors and assigns; (ii) inure to authorize the execution, delivery or performance of this Agreement. This Agreement has been duly executed and delivered by the Buyer Guarantorbenefit of, and this Agreement constitutes a valid be enforceable by, the Sellers, the Management Holders and legally binding obligation their respective successors and assigns; and (iii) remain in full force and effect until the earlier of (A) the payment in full of all obligations of Buyer Guarantorunder Section 9.3, enforceable and (B) the performance in full of all obligations of Buyer Guarantor in accordance with its terms except as enforceability may be limited or affected by applicable bankruptcy, insolvency, reorganization or other Laws of general application relating to or affecting the rights of creditors and except as enforceability may be limited by rules of Law governing specific performance, injunctive relief or other equitable remediesthis Section 10.18.

Buyer Guarantor. (a) The In consideration of Seller’s execution and delivery of this Agreement, and as a material inducement of such execution and delivery, Buyer Guarantor hereby unconditionallyguarantees the full, absolutelycomplete, continuingly and irrevocably guarantees to the Sellers the timely payment performance of and performance by the Buyer of compliance with all of the obligations covenants, agreements, 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 arising 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 this Agreement, and 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. The , shall affect, impair, or discharge, in whole or in part, the liability of Buyer Guarantor further agrees that if for the Buyer shall fail to pay in full when due any full, prompt, and unconditional performance of the Buyer’s obligations hereunder, liabilities of Buyer under this Agreement and the Transaction Documents. Buyer Guarantor shall promptly pay the same, at the place represents and 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 or substantially all the assets of the Buyer or the marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit 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 or any of its assets. (b) The Buyer Guarantor warrants that it is a corporation duly incorporated organized and validly existing corporation in good standing under the laws of the State of Delaware. The Buyer Guarantor has all requisite corporate power and authority to execute and deliver , that 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 guarantee constitutes 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 Agreement. This Agreement has been duly executed and delivered by the Buyer Guarantor, and this Agreement constitutes a ’s valid and legally binding obligation of the Buyer Guarantor, enforceable agreement in accordance with its terms, that the 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 is 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 circumstance which might otherwise constitute a legal or equitable discharge of a surety or guarantor. This guarantee of Buyer Guarantor shall be a continuing guarantee and, 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 cease to be liabilities or obligations pursuant to the terms except 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 indemnification for payments made under this guarantee until the liabilities of Buyer under this Agreement and the Transaction Documents are discharged and paid in full or cease to 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 guarantee. Buyer Guarantor agrees that this guarantee shall continue to be effective or be reinstated, as enforceability 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 limited or affected returned by applicable Seller upon the insolvency, bankruptcy, insolvency, or reorganization of Buyer Guarantor. This guarantee shall terminate and be of no further force or other Laws effect as of general application relating to or affecting the rights valid termination of creditors and except as enforceability may be limited by rules of Law governing specific performance, injunctive relief or other equitable remediesthis Agreement in accordance with ARTICLE IX (Termination).

Buyer Guarantor. (a) The 8.11.1 Buyer Guarantor hereby unconditionally, absolutely, continuingly irrevocably and irrevocably unconditionally guarantees to the Sellers Seller the timely payment prompt and complete 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 hereunderand 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 the same shall become due and payable (collectively, the “Buyer Obligations”) in accordance with the terms hereof. Buyer Guarantor acknowledges and agrees that, with respect to all Buyer Obligations to pay money, such guaranty shall promptly pay the samebe a guaranty of payment and performance and not of collection and shall not be released, at the place and in the manner specified herein. The Buyer Guarantor’s liabilities shall in no way be impaireddischarged, affectedmitigated, reduced impaired or released by reason affected by: (a) any lack or limitation of (i) the failure status 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 liquidationpower, dissolution, sale or other disposition of all or substantially all the assets of the Buyer or the marshalling of assets and liabilitiessuch circumstance, receivershipincluding any dissolution, insolvency, bankruptcy, assignment for the benefit of creditorsliquidation, reorganization, arrangement, composition with creditors or readjustment of, winding-up or other similar proceedings proceeding relating to Buyer, Buyer Guarantor or any other inability to pay or perform affecting, the Buyer or any of its assets.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 is a corporation duly incorporated will forthwith perform or cause to be performed such Buyer Obligation and validly existing under the laws will forthwith make full payment of the State of Delaware. The any amount due with respect thereto at its sole cost and expense. 8.11.3 Buyer Guarantor represents and warrants that (i) Buyer Guarantor has all requisite corporate full power and authority to execute execute, deliver and deliver perform this Agreement and to perform its obligations hereunder. The Agreement, (ii) the execution, delivery and performance by the Buyer Guarantor of this Agreement have by Buyer Guarantor has been duly and validly authorized by all necessary corporate action 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 (iii) this Agreement. This Agreement has been duly executed and delivered by the Buyer Guarantor, Guarantor and this Agreement constitutes a its valid and legally binding obligation of the Buyer Guarantorobligation, enforceable against Buyer Guarantor in accordance with its terms except as enforceability may be limited or affected by applicable bankruptcyterms, insolvency, reorganization or other Laws of general application relating subject to or affecting the rights of creditors and except as enforceability may be limited by rules of Law governing specific performance, injunctive relief or other equitable remediesGeneral Enforceability Exceptions.

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 unconditionallywaives (i) notice of acceptance of this guarantee, absolutely, continuingly (ii) presentment and irrevocably guarantees to demand concerning the Sellers the timely payment and performance by the Buyer of all of the obligations and liabilities of the Buyers and (iii) any right to require that any Proceeding be brought against any Buyer arising under or in connection with this Agreement. The any other Person, or to require that any Seller seek enforcement of any performance against any Buyer Guarantor further agrees that if the Buyer shall fail or any other Person to pay in full when due any of the Buyer’s obligations hereunder, Proceeding against the Buyer Guarantor shall promptly pay under the same, at the place and in the manner specified hereinterms hereof. The Buyer Guarantor’s liabilities guarantee provided in this Section 8.8(a) shall in no way be impairednot terminate upon any change of control of any Buyer, affectedany Company, reduced or released by reason of (i) the failure or delay by any Seller or any other person the Buyer Guarantor, and the obligations of the Buyer Guarantor hereunder shall continue in pursuing any remedies or recourse full force and effect against the Buyer provided for in this Agreement; or (ii) the voluntary or involuntary liquidation, dissolution, sale or other disposition Guarantor notwithstanding any such change of all or substantially all the assets of the Buyer or the marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit 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 or any of its assetscontrol. (b) The Buyer Guarantor represents and warrants that (i) it is a corporation duly incorporated and organized, validly existing and in good standing under the laws of the State of Delaware. The Buyer Guarantor , (ii) it has all requisite corporate power and authority to execute execute, deliver and deliver this Agreement and to perform its obligations hereunder. The execution, delivery and performance by the Buyer Guarantor under this Agreement for purposes of this Agreement have been duly Section 8.8 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 Agreement. This Agreement has been duly executed and delivered by it and, assuming due authorization, execution and delivery by the Buyer Guarantorother Parties, and 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 enforceability such may be limited or affected by applicable bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles, and (iii) the execution, delivery and performance of general application relating this Agreement does not contravene any Law to which the Buyer Guarantor is subject or affecting result in any breach of any Contract to which the rights of creditors and except as enforceability may Buyer Guarantor is a party, other than such contravention or breach that would not be limited by rules of Law governing specific performance, injunctive relief material to Buyer Guarantor or other equitable remediesimpair the ability to perform its obligations under this Agreement.

Buyer Guarantor. (a) The Buyer Guarantor hereby unconditionally, absolutely, continuingly irrevocably and irrevocably unconditionally guarantees to each Seller the Sellers the timely payment prompt and performance full discharge by the Buyer of all of the 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 Buyer arising under or in connection with this Agreement. The liabilities of Buyer Guarantor further agrees that if the hereunder shall be reduced, discharged or otherwise adversely affected by (i) any time or indulgence granted to Buyer shall fail to pay in full when due by any Seller, (ii) any variation of any of the Buyer’s obligations hereunder, the Buyer Guarantor shall promptly pay the same, at the place and 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 or substantially all the assets terms of the Buyer or Specified Agreements, (iii) any of the marshalling of assets and liabilities, receivershipadministration, insolvency, bankruptcy, assignment for 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 benefit of creditors, reorganization, arrangement, composition with creditors liabilities or readjustment of, obligations referred to in this Section 9.14 or other similar proceedings or (v) any other inability act, omission, event or circumstances which, but for this provision, might operate to pay prejudice, affect or perform affecting, otherwise affect the liability of Buyer or any of its assetsGuarantor under this Section 9.14. (bc) 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 Upon performance by the Buyer Guarantor of this Agreement have been duly and validly authorized by the any Buyer GuarantorObligation, and no other corporate act or proceeding on the part of the Buyer Guarantor, its board of directors or its shareholders is necessary Guarantor shall be subrogated to authorize the execution, delivery or performance of this Agreement. This Agreement has been duly executed and delivered by the Buyer Guarantor, and this Agreement constitutes a valid and legally binding obligation of the Buyer Guarantor, enforceable in accordance with its terms except as enforceability may be limited or affected by applicable bankruptcy, insolvency, reorganization or other Laws of general application relating to or affecting the rights of creditors 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 except as enforceability may be limited unperformed by rules of Law governing specific performance, injunctive relief or other equitable remediesBuyer.

Buyer Guarantor. TransMontaigne Inc. (a"Buyer Guarantor") The Buyer Guarantor hereby unconditionally, absolutely, continuingly --------------- irrevocably and irrevocably unconditionally guarantees to Seller the Sellers the timely payment prompt and performance full discharge by the Buyer of all of the Buyer's covenants, agreements, 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 hereunderAgreement including, without limitation, the Buyer Guarantor shall promptly pay the same, at the place due and 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 punctual payment of all amounts which are or substantially all may become due and payable by Buyer hereunder when and as the assets of the Buyer or the marshalling of assets same shall become due and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors or readjustment of, or other similar proceedings or any other inability to pay or perform affectingpayable (collectively, the "Buyer or any of its assets. (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 executionObligations"), delivery and performance by the Buyer Guarantor of this Agreement 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 Agreement. This Agreement has been duly executed and delivered by the Buyer Guarantor, and this Agreement constitutes a valid and legally binding obligation of the Buyer Guarantor, enforceable in accordance with the terms hereof. 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 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, after Buyer has been given a reasonable time to cure the default and failed to do so, 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 terms except as enforceability may be limited or affected by applicable bankruptcy, insolvency, reorganization or other Laws sole cost and expense. The liabilities and obligations of general application relating Buyer Guarantor pursuant to or affecting the rights of creditors this Agreement are unconditional and except as enforceability may be limited by rules of Law governing specific performance, injunctive relief or other equitable remediesabsolute.