Common use of Seller Guarantor Clause in Contracts

Seller Guarantor. (a) Mr. Plastinin (“Seller Guarantor”) hereby irrevocably and unconditionally guarantees to Buyer the prompt and full discharge by Aladoro Limited of all of Aladoro Limited’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 Aladoro Limited hereunder when and as the same shall become due and payable and the transfer of Aladoro Limited’s Seller Shares to Buyer (collectively, the “Aladoro Obligations”), in accordance with the terms thereof. Seller Guarantor acknowledges and agrees that, with respect to all Aladoro 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 Aladoro Limited. If Aladoro Limited shall default in the due and punctual performance of any Aladoro Obligation, including the full and timely payment of any amount due and payable pursuant to any Aladoro Obligation, Seller Guarantor will forthwith perform or cause to be performed such Aladoro Obligation and will forthwith make full payment of any amount due with respect thereto at its sole cost and expense. (b) Seller Guarantor’s obligations hereunder shall remain in full force and effect until the Aladoro Obligations shall have been performed in full. If at any time any performance by any Person of any Aladoro Obligation is rescinded or must be otherwise restored or returned, whether upon the insolvency, bankruptcy or reorganization of Aladoro Limited or otherwise, Seller Guarantor’s obligations hereunder with respect to such Aladoro Obligation shall be reinstated at such time as though such Aladoro Obligation had become due and had not been performed. None of the liabilities of Seller Guarantor hereunder shall be reduced, discharged or otherwise adversely affected by (i) any time or indulgence granted to Seller by Buyer, (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 Buyer or Seller, (iv) any invalidity, illegality, unenforceability, irregularity or frustration in any respect of any of the liabilities or obligations referred to in this Section 9.15 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 Seller Guarantor under this Section 9.15. (c) Upon performance by Seller Guarantor of any Aladoro Obligation, Seller Guarantor shall be subrogated to the rights of Buyer against Aladoro Limited with respect to such Aladoro Obligation; provided that Seller Guarantor shall not enforce any Aladoro Obligation by way of subrogation against Aladoro Limited while any Aladoro Obligation is due and unperformed by Aladoro Limited.

Seller Guarantor. Seller Guarantor joins in this Agreement for the purpose of guarantying compliance by Seller with all post-Closing obligations of Seller contained in (ai) Mr. Plastinin this Agreement and (“Seller Guarantor”ii) hereby irrevocably and unconditionally guarantees the documents to Buyer the prompt and full discharge by Aladoro Limited of all of Aladoro Limited’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 Aladoro Limited hereunder when and as the same shall become due and payable and the transfer of Aladoro Limited’s Seller Shares to Buyer be signed at Closing (collectively, the “Aladoro Seller Obligations”), in accordance with the terms thereof. Seller Guarantor acknowledges and agrees that, with respect to all Aladoro 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 Aladoro Limited. If Aladoro Limited shall default in the due and punctual performance of any Aladoro Obligation, including the full and timely payment of any amount due and payable pursuant to any Aladoro Obligation, Seller Guarantor will forthwith perform or cause to be performed such Aladoro Obligation jointly and will forthwith make full payment of any amount due severally responsible with respect thereto at its sole cost and expense. (b) Seller Guarantor’s obligations hereunder shall remain in full force and effect until Seller, subject to the Aladoro Obligations shall have been performed in full. If at any time any performance by any Person of any Aladoro Obligation is rescinded or must be otherwise restored or returnedCap, whether upon the insolvency, bankruptcy or reorganization of Aladoro Limited or otherwise, Seller Guarantor’s obligations hereunder with respect to such Aladoro Obligation shall be reinstated at such time as though such Aladoro Obligation had become due and had not been performed. None for all of the liabilities of Seller Guarantor hereunder shall be reduced, discharged or otherwise adversely affected by (i) any time or indulgence granted to Seller by Buyer, (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 Buyer or Seller, (iv) any invalidity, illegality, unenforceability, irregularity or frustration in any respect of any of the liabilities or obligations referred to in this Section 9.15 or (v) any other act, omission, event or circumstances which, but for this provision, might operate to prejudice, affect or otherwise affect the Obligations. The liability of Seller Guarantor under this Agreement shall in no way be limited or impaired by, and Seller Guarantor hereby consents to and agrees to be bound by, any amendment or modification of the provisions of this Agreement. Seller Guarantor represents and warrants to Buyer that: Xxxxxx Xxxxxxx is an individual resident in the State of Florida, and Xxxx Xxxxx Xxxxxxxxxx is an individual resident in the State of Missouri. Seller Guarantor has full power and authority to enter into the obligations set forth in this Section 9.15. (c) Upon 9.20, to perform the obligations set forth in this Section 9.20, and to consummate the transactions contemplated hereby. The execution, delivery and performance of the obligations set forth in this Section 9.20 and all documents contemplated hereby by Seller Guarantor have been duly and validly authorized by all necessary action on the part of Seller Guarantor. All required consents and approvals have been duly obtained and will not result in a breach of any Aladoro Obligationof the terms or provisions of, or constitute a default under any indenture, agreement or instrument to which Seller Guarantor is a party. This Agreement is a legal, valid and binding obligation of Seller Guarantor, enforceable against Seller Guarantor in accordance with its terms, subject to the effect of applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws affecting the rights of creditors generally. If Seller Guarantor consists of more than one (1) person, each person comprising Seller Guarantor shall be subrogated to the rights jointly and severally liable under this Section 9.20. Seller and Buyer agree that execution of Buyer against Aladoro Limited with respect to such Aladoro Obligation; provided that this Agreement by Seller Guarantor is not required for this Agreement to be binding and effective as among Seller, Buyer, and Escrow Agent, and the Effective Date of this Agreement shall not enforce any Aladoro Obligation by way be the date that the last of subrogation against Aladoro Limited while any Aladoro Obligation Seller or Buyer executes this Agreement. Seller agrees to cause Xxxx Xxxxx Xxxxxxxxxx to execute this Agreement as soon after the Effective Date as he is due and unperformed by Aladoro Limitedavailable.

Seller Guarantor. Seller Guarantor joins in this Agreement for the purpose of guarantying compliance by Seller with all obligations of Seller contained in (ai) Mr. Plastinin this Agreement and (“Seller Guarantor”ii) hereby irrevocably and unconditionally guarantees the documents to Buyer the prompt and full discharge by Aladoro Limited of all of Aladoro Limited’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 Aladoro Limited hereunder when and as the same shall become due and payable and the transfer of Aladoro Limited’s Seller Shares to Buyer be signed at Closing (collectively, the “Aladoro Seller Obligations”), in accordance with the terms thereof. Seller Guarantor acknowledges and agrees that, with respect to all Aladoro 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 Aladoro Limited. If Aladoro Limited shall default in the due and punctual performance of any Aladoro Obligation, including the full and timely payment of any amount due and payable pursuant to any Aladoro Obligation, Seller Guarantor will forthwith perform or cause to be performed such Aladoro Obligation jointly and will forthwith make full payment of any amount due with respect thereto at its sole cost and expense. (b) Seller Guarantor’s obligations hereunder shall remain in full force and effect until the Aladoro Obligations shall have been performed in full. If at any time any performance by any Person of any Aladoro Obligation is rescinded or must be otherwise restored or returned, whether upon the insolvency, bankruptcy or reorganization of Aladoro Limited or otherwise, Seller Guarantor’s obligations hereunder with respect to such Aladoro Obligation shall be reinstated at such time as though such Aladoro Obligation had become due and had not been performed. None severally responsible for all of the liabilities of Seller Guarantor hereunder shall be reduced, discharged or otherwise adversely affected by (i) any time or indulgence granted to Seller by Buyer, (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 Buyer or Seller, (iv) any invalidity, illegality, unenforceability, irregularity or frustration in any respect of any of the liabilities or obligations referred to in this Section 9.15 or (v) any other act, omission, event or circumstances which, but for this provision, might operate to prejudice, affect or otherwise affect the Obligations. The liability of Seller Guarantor under this Agreement shall in no way be limited or impaired by, and Seller Guarantor hereby consents to and agrees to be bound by, any amendment or modification of the provisions of this Agreement. Seller Guarantor represents and warrants to Buyer that: Seller Guarantor is a corporation validly formed in the State of Pennsylvania; Seller Guarantor has full power and authority to enter into the obligations set forth in this Section 9.15. (c) Upon 9.20, to perform the obligations set forth in this Section 9.20, and to consummate the transactions contemplated hereby; the execution, delivery and performance of the obligations set forth in this Section 9.20 and all documents contemplated hereby by Seller Guarantor have been duly and validly authorized by all necessary action on the part of Seller Guarantor; all required consents and approvals have been duly obtained and will not result in a breach of any Aladoro Obligationof the terms or provisions of, or constitute a default under any indenture, agreement or instrument to which Seller Guarantor shall be subrogated is a party; this Agreement is a legal, valid and binding obligation of Seller Guarantor, enforceable against Seller Guarantor in accordance with its terms, subject to the effect of applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws affecting the rights of Buyer against Aladoro Limited with respect to such Aladoro Obligationcreditors generally; provided that and Seller Guarantor is the general partner of Seller and will derive a material benefit from the transactions contemplated by this Agreement. In addition to any limitation on liability provided by law or any other agreement or instrument, no advisor, trustee, director, officer, employee, accountant, attorney, shareholder, partner, member, participant or agent of or in Buyer, Seller or Guarantor shall not enforce have any Aladoro Obligation by way personal liability, directly or indirectly, under or in connection with this Agreement or the transaction contemplated hereunder. The provisions of subrogation against Aladoro Limited while any Aladoro Obligation is due and unperformed by Aladoro Limitedthis Section 9.20 shall survive Closing.

Seller Guarantor. (a) Mr. Plastinin (“Seller Guarantor”) Guarantor hereby absolutely, unconditionally and irrevocably and unconditionally guarantees to the Buyer the prompt and due, full discharge by Aladoro Limited of all of Aladoro Limited’s covenants, agreements, obligations and liabilities under the Specified Agreements including the due and punctual payment and performance of all amounts which are or may become due covenants, obligations, liabilities and payable by Aladoro Limited agreements of Seller hereunder when and as the same shall become due and payable and the transfer of Aladoro Limited’s Seller Shares to Buyer (collectively, the “Aladoro Guaranteed Obligations”), in accordance with subject to the terms thereofand conditions hereunder. If, for any reason whatsoever, Seller Guarantor acknowledges shall fail or be unable to duly, punctually and agrees that, with respect to all Aladoro Obligations to fully pay money, such guaranty shall be a guaranty of payment and performance and not of collection and shall not be conditioned or contingent upon perform the pursuit of any remedies against Aladoro Limited. If Aladoro Limited shall default in the due and punctual performance of any Aladoro Obligation, including the full and timely payment of any amount due and payable pursuant to any Aladoro ObligationGuaranteed Obligations, Seller Guarantor will forthwith pay and cause to be paid in lawful currency of the United States, or perform or cause to be performed such Aladoro Obligation performed, the Guaranteed Obligations. The foregoing obligation of Seller Guarantor constitutes a continuing guarantee of payment and performance, and is and shall be absolute and unconditional under any and all circumstances, including circumstances which might otherwise constitute a legal or equitable discharge of a guarantor and including any amendment, extension, modification or waiver of any of the Guaranteed Obligations or any insolvency, bankruptcy, liquidation or dissolution of Seller or any assignment thereby. Seller Guarantor hereby irrevocably waives (to the fullest extent permitted by applicable Law) notice of acceptance of this guaranty and notice of any liability to which it may apply, and waives promptness, diligence, presentment, demand or payment, protest, notice of dishonor or nonpayment, suit, filing objections with a court, any right to require proceeding first against Seller (including initiating a Proceeding against Seller), any right to require the prior disposition of the assets of Seller to meet any of its obligations hereunder or the taking of any other action by Buyer and the Buyer Group and all demands whatsoever. The guaranty set forth in this Section 10.19(a) will remain in full force and effect, and will forthwith make full payment be binding upon Seller Guarantor, until all of any amount due with respect thereto at its sole cost and expensethe Guaranteed Obligations have been satisfied. (b) Seller Guarantor’s obligations hereunder shall remain in full force Guarantor hereby represents and effect until the Aladoro Obligations shall have been performed in full. If at any time any performance by any Person of any Aladoro Obligation is rescinded or must be otherwise restored or returned, whether upon the insolvency, bankruptcy or reorganization of Aladoro Limited or otherwise, Seller Guarantor’s obligations hereunder with respect warrants to such Aladoro Obligation shall be reinstated at such time as though such Aladoro Obligation had become due and had not been performed. None of the liabilities of Seller Guarantor hereunder shall be reduced, discharged or otherwise adversely affected by Buyer that: (i) any time or indulgence granted to Seller by BuyerGuarantor is a legal entity duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization; (ii) any variation of any of the terms of the Specified AgreementsSeller Guarantor has all requisite limited partnership power and authority and has taken all limited partnership action necessary in order to execute, deliver and perform its obligations under this Agreement; (iii) any of the administrationNo material notices to, insolvencyfilings with, bankruptcyor authorizations, liquidation consents or cessation of business of Buyer or Seller, (iv) any invalidity, illegality, unenforceability, irregularity or frustration in any respect approvals of any Governmental Entity are necessary for the execution, delivery or performance of this Agreement. Neither the liabilities or obligations referred to in this Section 9.15 or (v) any other actexecution, omission, event or circumstances which, but for this provision, might operate to prejudice, affect or otherwise affect the liability of Seller Guarantor under this Section 9.15. (c) Upon delivery and performance by Seller Guarantor of any Aladoro Obligation, this Agreement nor the consummation by Seller Guarantor shall be subrogated of the transactions contemplated thereby will (A) conflict with or result in any breach of any provision of Seller Guarantor’s Governing Documents, (B) result in a violation or breach of, or cause acceleration, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under any of the rights terms, conditions or provisions of Buyer against Aladoro Limited with respect any material Contract to such Aladoro Obligation; provided that which Seller Guarantor shall is a party, other than violations, breaches, accelerations or defaults which would not, or would not enforce be reasonably likely to, have a material effect on Seller’s ability to execute, deliver and perform its obligations under this Agreement or (C) violate any Aladoro Obligation material Law or Order of any Governmental Entity applicable to Seller Guarantor or any of its properties or assets; and (iv) This Agreement has been duly executed and delivered by way Seller Guarantor and is a valid and binding agreement of subrogation Seller Guarantor, enforceable against Aladoro Limited while any Aladoro Obligation is due it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting generally the enforcement of creditors’ rights and unperformed by Aladoro Limitedsubject to general principles of equity.

Seller Guarantor. Seller Guarantor joins in this Agreement for the purpose of guaranteeing compliance by Sellers with all obligations of Sellers contained in (ai) Mr. Plastinin this Agreement and (“Seller Guarantor”ii) the documents to be signed by Sellers on or prior to Closing in connection with the transactions contemplated hereby irrevocably and unconditionally guarantees to Buyer the prompt and full discharge by Aladoro Limited of all of Aladoro Limited’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 Aladoro Limited hereunder when and as the same shall become due and payable and the transfer of Aladoro Limited’s Seller Shares to Buyer (collectively, the “Aladoro Seller Obligations”). In furtherance thereof, in accordance with the terms thereof. Seller Guarantor acknowledges hereby unconditionally and agrees that, with respect irrevocably guarantees to all Aladoro 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 Aladoro Limited. If Aladoro Limited shall default in the due and punctual performance of any Aladoro Obligation, including Purchaser the full and timely payment and performance of any amount due the Seller Obligations (the “Guaranty”). The Guaranty is legal, valid and payable pursuant to any Aladoro Obligationbinding upon and against Seller Guarantor, enforceable in accordance with its respective terms. The obligations of Seller Guarantor will forthwith perform or cause to be performed such Aladoro Obligation under the Guaranty are continuing, absolute and will forthwith make full payment of any amount due with respect thereto at its sole cost unconditional and expense. (b) Seller Guarantor’s obligations hereunder shall remain in full force and effect until the Aladoro Seller Obligations shall have been paid and performed in full. If at any time any performance by any Person of any Aladoro Obligation is rescinded or must be otherwise restored or returned, whether upon the insolvency, bankruptcy or reorganization of Aladoro Limited or otherwise, Seller Guarantor’s The obligations hereunder with respect to such Aladoro Obligation shall be reinstated at such time as though such Aladoro Obligation had become due and had not been performed. None of the liabilities of Seller Guarantor hereunder shall not be reducedaffected, discharged modified, changed, amended, limited, impaired, released or otherwise adversely affected discharged, in whole or in part, by reason of: (ia) the entry of an order for relief pursuant to the United States Bankruptcy Code by or against any time Seller or indulgence granted to Seller by BuyerGuarantor; (b) the modification, (ii) any variation change, amendment, limitation, impairment or release of the liability of a Seller or its estate in bankruptcy or of any remedy for the enforcement thereof, resulting from the operation of any present or future provision of the terms of U.S. Bankruptcy Code, or from the Specified Agreements, (iii) any of the administration, insolvency, bankruptcy, liquidation or cessation of business of Buyer or Seller, (iv) any invalidity, illegality, unenforceability, irregularity or frustration in any respect decision of any federal, state or local court; (c) the proposal or confirmation of the liabilities a plan of reorganization concerning a Seller or obligations referred Seller Guarantor or by any rejection of this Agreement pursuant to in this Section 9.15 any such proceeding; or (vd) the assignment of a Seller’s obligations pursuant to this Agreement or an order of court or by operation of law. The Guaranty constitutes a guarantee of payment and performance and not of collection. Accordingly, Purchaser may enforce the Guaranty against Seller Guarantor without first making demand or instituting collection or enforcement proceedings against any other actSeller. Seller Guarantor’s liability for the Seller Obligations is hereby declared to be primary, omissionand not secondary, event or circumstances which, but for this provision, might operate to prejudice, affect or otherwise affect and the liability of Seller Guarantor under this Section 9.15. (c) Upon performance by Agreement shall in no way be limited or impaired by, and Seller Guarantor hereby consents to and agrees to be bound by, any amendment or modification of any Aladoro Obligation, Seller Guarantor shall the provisions of this Agreement or the documents to be subrogated to the rights of Buyer against Aladoro Limited with respect to such Aladoro Obligation; provided that Seller Guarantor shall not enforce any Aladoro Obligation by way of subrogation against Aladoro Limited while any Aladoro Obligation is due and unperformed by Aladoro Limitedsigned at Closing.

Seller Guarantor. 14.24.1 Seller Guarantor acknowledges and agrees that it is an affiliate of Seller and that the consummation of the Transactions will provide substantial and direct benefit to Seller Guarantor. As an inducement to Purchaser to enter into this Agreement, Seller Guarantor, for value received, subject to the terms contained herein, does hereby unconditionally, absolutely and irrevocably, guarantee, as principal and not as surety, (a) Mr. Plastinin (“Seller Guarantor”) hereby irrevocably and unconditionally guarantees to Buyer the prompt and full discharge by Aladoro Limited of all of Aladoro Limited’s covenants, agreements, obligations and liabilities under the Specified Agreements including the due and punctual payment of all amounts which are or may become monetary obligations hereafter due and payable by Aladoro Limited hereunder when Seller under Article XIII of this Agreement and as (b) Purchaser’s Expenses if and only if Purchaser is entitled to recover the same shall become due and payable and pursuant to the transfer provisions of Aladoro Limited’s Seller Shares to Buyer Section 10.2 (collectively, the “Aladoro ObligationsSeller Guaranty”). This Seller Guaranty is unconditional, absolute and irrevocable irrespective of circumstances which might otherwise constitute a legal or equitable discharge of, or any defense, setoff or counterclaim available to, Seller Guarantor. Seller Guarantor hereby waives diligence, presentment, demand of performance, filing of any claim, any right to require any proceeding first against Seller, protest, notice and all demands whatsoever in connection with the payment of all monetary obligations hereafter due and payable by Seller under Article XIII of this Agreement. The guarantee under this Section 14.24 constitutes a guarantee of payment when due and not merely of collection. 14.24.2 For the purpose of inducing Purchaser to enter into this Agreement and to consummate the sale and purchase of the Property in accordance herewith, Seller Guarantor represents and warrants to Purchaser the following as of the Effective Date: 14.24.2.1 Seller Guarantor is a limited partnership duly organized, validly existing and in good standing under the laws of Delaware. 14.24.2.2 Seller Guarantor, acting through any of its or their duly empowered and authorized officers or members, has full power and authority to enter into this Agreement and to perform its obligations hereunder, and no consent of any of Seller Guarantor’s partners, directors, officers or members are required to so empower or authorize Seller Guarantor. The execution, delivery and compliance with or fulfillment of the terms and conditions hereof will not (i) conflict with, or result in a breach of, the terms, conditions or provisions of, or constitute a default under, any contract to which Seller Guarantor is a party or by which Seller Guarantor is otherwise bound, which conflict, breach or default would have a material adverse effect on Seller Guarantor’s ability to perform its obligations hereunder or (ii) result in a violation or breach, in any material respect, of any legal requirement applicable to Seller Guarantor or by which Seller Guarantor or the property of Seller Guarantor is bound. 14.24.2.3 This Agreement is a valid and binding agreement, enforceable against Seller Guarantor in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and equitable principles and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction. 14.24.2.4 No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with any applicable governmental authority is required to be obtained or made by Seller Guarantor in connection with the execution and delivery of this Agreement, or the consummation of the Transactions which Seller Guarantor has not already obtained or made. 14.24.3 Except with respect to Seller Indemnifiable Damages resulting from or arising out of any FCA Action, this Seller Guaranty shall terminate automatically on the date that is the earlier of (i) the Outside Claim Date if no claim has been made by Purchaser or any Purchaser Indemnified Party pursuant to the terms of Section 13.2(i) in accordance with the terms thereofof Section 13.1 prior to the Outside Claim Date or (ii) the date that all claims made by Purchaser or any Purchaser Indemnified Party pursuant to the terms of Section 13.2(i) and prior to the Outside Claim Date have been paid in full or otherwise resolved. With respect to Seller Indemnifiable Damages resulting from or arising out of any FCA Action, this Seller Guaranty shall terminate automatically on the date that is the earlier of (i) the Outside FCA Claim Date if no claim has been made by Purchaser or any Purchaser Indemnified Party pursuant to the terms of Section 13.2(ii) in accordance with the terms of Section 13.1 prior to the Outside FCA Claim Date or (ii) the date that all claims made by Purchaser or any Purchaser Indemnified Party pursuant to the terms of Section 13.12(ii) and prior to the Outside FCA Claim Date have been paid in full or otherwise resolved. 14.24.4 In the event that Seller Guarantor, after the Closing and prior to the termination of this Seller Guaranty pursuant to the terms of Section 14.24.3, enters into an agreement pursuant to which Seller Guarantor acknowledges agrees to sell or transfer all or substantially all of its assets, or to consummate any other transaction, and agrees that, with respect the Net Worth of Seller Guarantor immediately following the consummation of such transaction (excluding the cash proceeds of such sale or transfer or other transaction) is reasonably estimated to all Aladoro 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 Aladoro Limited. If Aladoro Limited shall default in the due and punctual performance of any Aladoro Obligation, including the full and timely payment of any amount due and payable pursuant to any Aladoro Obligationless than $100,000,000, Seller Guarantor will forthwith perform or cause shall prior to be performed the consummation of such Aladoro Obligation and will forthwith make full payment of any amount due with respect thereto at its sole cost and expense. (b) Seller Guarantor’s obligations hereunder shall remain in full force and effect until the Aladoro Obligations shall have been performed in full. If at any time any performance by any Person of any Aladoro Obligation is rescinded or must be otherwise restored or returned, whether upon the insolvency, bankruptcy or reorganization of Aladoro Limited or otherwise, Seller Guarantor’s obligations hereunder with respect to such Aladoro Obligation shall be reinstated at such time as though such Aladoro Obligation had become due and had not been performed. None of the liabilities of Seller Guarantor hereunder shall be reduced, discharged or otherwise adversely affected by transaction (i) any time or indulgence granted cause a replacement guarantor with a Net Worth in excess of $100,000,000 to Seller by Buyer, (ii) any variation of any of assume in writing the terms of the Specified Agreements, (iii) any of the administration, insolvency, bankruptcy, liquidation or cessation of business of Buyer or Seller, (iv) any invalidity, illegality, unenforceability, irregularity or frustration in any respect of any of the liabilities or obligations referred to in this Section 9.15 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 Seller Guarantor under this Section 9.15Seller Guaranty or (ii) escrow funds with Escrow Agent in an amount satisfactory to Purchaser in its sole discretion (the “Escrow Funds”), in which case this Seller Guaranty shall automatically terminate and the Escrow Funds shall be held by Escrow Agent pursuant to an escrow agreement in form reasonably acceptable to Seller Guarantor and Purchaser and used for the purpose of satisfying the Seller Indemnifiable Damages, if any. (c) Upon performance by Seller Guarantor of any Aladoro Obligation, 14.24.5 Seller Guarantor shall be subrogated deliver to Purchaser (i) unaudited financial statements of Seller Guarantor within sixty (60) days after the end of each fiscal quarter of Seller Guarantor, and (ii) audited financial statements of Seller Guarantor within one hundred twenty (120) days after the end of each fiscal year of Seller Guarantor. The obligations of this Section 14.24.5 shall apply until termination of this Seller Guaranty pursuant to the rights terms of Buyer against Aladoro Limited with respect to such Aladoro Obligation; provided that Seller Guarantor shall not enforce any Aladoro Obligation by way of subrogation against Aladoro Limited while any Aladoro Obligation is due and unperformed by Aladoro LimitedSection 14.24.3.

Seller Guarantor. (a) Mr. Plastinin (“Seller Guarantor”) Guarantor hereby absolutely, unconditionally and irrevocably and unconditionally guarantees to the Buyer the prompt and due, full discharge by Aladoro Limited of all of Aladoro Limited’s covenants, agreements, obligations and liabilities under the Specified Agreements including the due and punctual payment and performance of all amounts which are or may become due covenants, obligations, liabilities and payable by Aladoro Limited agreements of Seller hereunder when and as the same shall become due and payable and the transfer of Aladoro Limited’s Seller Shares to Buyer (collectively, the “Aladoro Guaranteed Obligations”), in accordance with subject to the terms thereofand conditions hereunder. If, for any reason whatsoever, Seller Guarantor acknowledges shall fail or be unable to duly, punctually and agrees that, with respect to all Aladoro Obligations to fully pay money, such guaranty shall be a guaranty of payment and performance and not of collection and shall not be conditioned or contingent upon perform the pursuit of any remedies against Aladoro Limited. If Aladoro Limited shall default in the due and punctual performance of any Aladoro Obligation, including the full and timely payment of any amount due and payable pursuant to any Aladoro ObligationGuaranteed Obligations, Seller Guarantor will forthwith pay and cause to be paid in lawful currency of the United States, or perform or cause to be performed such Aladoro Obligation performed, the Guaranteed Obligations. The foregoing obligation of Seller Guarantor constitutes a continuing guarantee of payment and performance, and is and shall be absolute and unconditional under any and all circumstances, including circumstances which might otherwise constitute a legal or equitable discharge of a guarantor and including any amendment, extension, modification or waiver of any of the Guaranteed Obligations or any insolvency, bankruptcy, liquidation or dissolution of Seller or any assignment thereby. Seller Guarantor hereby irrevocably waives (to the fullest extent permitted by applicable Law) notice of acceptance of this guaranty and notice of any liability to which it may apply, and waives promptness, diligence, presentment, demand or payment, protest, notice of dishonor or nonpayment, suit, filing objections with a court, any right to require proceeding first against Seller (including initiating a Proceeding against Seller), any right to require the prior disposition of the assets of Seller to meet any of its obligations hereunder or the taking of any other action by Buyer and the Buyer Group and all demands whatsoever. The guaranty set forth in this Section 10.19 (a) will remain in full force and effect, and will forthwith make full payment be binding upon Seller Guarantor, until all of any amount due with respect thereto at its sole cost and expensethe Guaranteed Obligations have been satisfied. (b) Seller Guarantor’s obligations hereunder shall remain in full force Guarantor hereby represents and effect until the Aladoro Obligations shall have been performed in full. If at any time any performance by any Person of any Aladoro Obligation is rescinded or must be otherwise restored or returned, whether upon the insolvency, bankruptcy or reorganization of Aladoro Limited or otherwise, Seller Guarantor’s obligations hereunder with respect warrants to such Aladoro Obligation shall be reinstated at such time as though such Aladoro Obligation had become due and had not been performed. None of the liabilities of Seller Guarantor hereunder shall be reduced, discharged or otherwise adversely affected by Buyer that: (i) any time or indulgence granted to Seller by BuyerGuarantor is a legal entity duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization; (ii) any variation of any of the terms of the Specified AgreementsSeller Guarantor has all requisite limited partnership power and authority and has taken all limited partnership action necessary in order to execute, deliver and perform its obligations under this Agreement; (iii) any of the administrationNo material notices to, insolvencyfilings with, bankruptcyor authorizations, liquidation consents or cessation of business of Buyer or Seller, (iv) any invalidity, illegality, unenforceability, irregularity or frustration in any respect approvals of any Governmental Entity are necessary for the execution, delivery or performance of this Agreement. Neither the liabilities or obligations referred to in this Section 9.15 or (v) any other actexecution, omission, event or circumstances which, but for this provision, might operate to prejudice, affect or otherwise affect the liability of Seller Guarantor under this Section 9.15. (c) Upon delivery and performance by Seller Guarantor of any Aladoro Obligation, this Agreement nor the consummation by Seller Guarantor shall be subrogated of the transactions contemplated thereby will (A) conflict with or result in any breach of any provision of Seller Guarantor’s Governing Documents, (B) result in a violation or breach of, or cause acceleration, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under any of the rights terms, conditions or provisions of Buyer against Aladoro Limited with respect any material Contract to such Aladoro Obligation; provided that which Seller Guarantor shall is a party, other than violations, breaches, accelerations or defaults which would not, or would not enforce be reasonably likely to, have a material effect on Seller’s ability to execute, deliver and perform its obligations under this Agreement or (C) violate any Aladoro Obligation material Law or Order of any Governmental Entity applicable to Seller Guarantor or any of its properties or assets; and (iv) This Agreement has been duly executed and delivered by way Seller Guarantor and is a valid and binding agreement of subrogation Seller Guarantor, enforceable against Aladoro Limited while any Aladoro Obligation is due it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting generally the enforcement of creditors’ rights and unperformed by Aladoro Limited.subject to general principles of equity. * * * * *