Buyer Guarantor. (a) Buyer Guarantor hereby irrevocably and unconditionally guarantees to each Seller the prompt and full discharge by Buyer of all of Buyer’s covenants, agreements, obligations and liabilities under the Specified Agreements including the due and punctual payment of all amounts which are or may become due and payable by Buyer hereunder when and as the same shall become due and payable (collectively, the “Buyer Obligations”), in accordance with the terms thereof. Buyer Guarantor acknowledges and agrees that, with respect to all Buyer Obligations to pay money, such guaranty shall be a guaranty of payment and performance and not of collection and shall not be conditioned or contingent upon the pursuit of any claim or remedies against Buyer. If Buyer shall default in the due and punctual performance of any Buyer Obligation, including the full and timely payment of any amount due and payable pursuant to any Buyer Obligation, Buyer Guarantor will forthwith perform or cause to be performed such Buyer Obligation and will forthwith make full payment of any amount due with respect thereto at its sole cost and expense.
Buyer Guarantor. Subject to the prior satisfaction of any conditions set forth herein, Buyer Guarantor unconditionally and irrevocably agrees to take any and all actions necessary to cause Buyer to perform all of its covenants, agreements and obligations under this Agreement and any Transaction Document to which Buyer is a party, including with respect to the consummation of the transactions contemplated thereby, and Buyer Guarantor shall be liable for any breach by any Buyer of any representation, warranty, covenant, agreement or obligation under this Agreement or any Transaction Document.
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. Sunoco Partners Marketing & Terminals L.P. (“Buyer Guarantor”) hereby irrevocably and unconditionally guarantees to Seller the prompt and full discharge, payment and performance by Buyer of all of its obligations under this Agreement and all other agreements, instruments or undertakings of Buyer contemplated herein or hereby, including without limitation the due and punctual payment of the Closing Amount payable by Buyer at the Closing Date pursuant to Section 2.1 (collectively, the “Buyer Obligation”), in accordance with the terms hereof. Buyer Guarantor acknowledges and agrees that, with respect to the Buyer Obligation, 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 the Buyer Obligation, Buyer Guarantor will perform or cause to be performed such Buyer Obligation and will make full payment of any amount due with respect thereto at its sole cost and expense.
Buyer Guarantor. (a) The Buyer Guarantor hereby guarantees the payment obligations of Buyer, set forth in ARTICLE II on the terms and subject to the conditions set forth therein; provided, however, that such guarantee by the Buyer Guarantor shall terminate upon Seller’s 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 Agreement or applicable Law, the Buyer Guarantor shall be similarly relieved of such payment obligations, to 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 right to assert any defense, right, remedies or 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 Guarantor.
Buyer Guarantor. 8.11.1 Buyer Guarantor hereby irrevocably and unconditionally guarantees to the Seller 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 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 be a guaranty of payment and performance and not of collection and shall not be released, discharged, mitigated, impaired or affected by:
Buyer Guarantor. TransMontaigne Inc. ("Buyer Guarantor") hereby --------------- irrevocably and unconditionally guarantees to Seller the prompt and full discharge by Buyer of all of Buyer's covenants, agreements, obligations and liabilities under this Agreement including, without limitation, 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 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 sole cost and expense. The liabilities and obligations of Buyer Guarantor pursuant to this Agreement are unconditional and absolute.
Buyer Guarantor. Section 11.02.
Buyer Guarantor. Buyer Guarantor hereby irrevocably and unconditionally guarantees the due and punctual payment and performance of the obligations of Buyer under and in accordance with this Agreement (such payment and performance obligations, collectively, the “Buyer Guaranteed Obligations”). To the extent that Buyer fails to pay or perform any Buyer Guaranteed Obligation when due, Buyer Guarantor shall promptly pay to Seller the amount due with respect to such Buyer Guaranteed Obligation in cash or otherwise perform such Buyer Guaranteed Obligation, without demand or notice whatsoever. This Guaranty shall constitute a guarantee of payment and not of collection. Buyer Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity or enforceability of this Agreement against Buyer, any change therein or amendment thereto, the absence of any action to enforce the same, the recovery of any judgment against Buyer or any action to enforce the same, or any other circumstances which may otherwise constitute a legal or equitable discharge or defense of a guarantor.
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.
