Common use of Seller Parent Guarantee Clause in Contracts

Seller Parent Guarantee. The Seller Parent hereby guarantees to the Buyer the full and timely performance of all of the obligations of the Seller under this Agreement (the “Guaranteed Obligations”). This is a guarantee of performance, and not merely of collection, and the Seller Parent acknowledges and agrees that this guarantee is full and unconditional, and no amendment, modification, release or extinguishment of the Seller’s obligations or liabilities, whether by decree in any bankruptcy proceeding or otherwise, shall affect the continuing validity and enforceability of this guarantee. The Seller Parent hereby waives, for the benefit of the Buyer, (i) any right to require the Buyer, as a condition of performance by the Seller Parent, to proceed in any legal action against the Seller or pursue any other remedies whatsoever and (ii) to the fullest extent permitted by applicable law, any defenses or benefits that may be derived from or afforded by any law that limits the liability of or exonerates guarantors or sureties, other than defense of performance in full of the Guaranteed Obligations. The Seller Parent will reimburse the Buyer for all reasonable and documented out-of-pocket costs and expenses (including court costs and reasonable attorneys’ fees) incurred by the Buyer in connection with the enforcement of its rights under this Section 10.13. If all or any part of any payment to or for the benefit of the Buyer in respect of a Guaranteed Obligation is invalidated, declared to be fraudulent or preferential or set aside and, in each such case, required for any reason to be repaid or paid to a trustee, receiver or other Person that is not the Buyer, the Guaranteed Obligations that otherwise would have been satisfied by that payment or partial payment will be revived and will continue in full force and effect as if that payment had not been made. The Seller Parent understands and acknowledges that the Buyer is relying on this guarantee and the representations and warranties of the Seller Parent in Article 4 in entering into this Agreement.

Seller Parent Guarantee. The Seller Parent hereby absolutely and unconditionally guarantees to (except for any conditions contained in this Section 9.16) the Buyer the full payment and timely performance when due of all obligations, liabilities and indebtedness of the obligations any kind, nature and description of the Seller under this Agreement (the “Guaranteed Seller Obligations”). This The Seller Obligations may be enforced by Buyer against Seller Parent without any requirement that Buyer first exercise its rights against Seller. In determining when payment, performance or discharge of obligation by Seller Parent is a guarantee of performance, and not merely of collectiondue, and the amount thereof, Seller Parent acknowledges and agrees that this guarantee is full and unconditional, and no amendment, modification, release or extinguishment of the Seller’s obligations or liabilities, whether by decree in any bankruptcy proceeding or otherwise, shall affect the continuing validity and enforceability of this guarantee. The Seller Parent hereby waives, for the benefit of the Buyer, (i) any right to require the Buyer, as a condition of performance by the Seller Parent, to proceed in any legal action against the Seller or pursue any other remedies whatsoever and (ii) to the fullest extent permitted by applicable law, may assert any defenses or benefits limitations to such payment, performance or discharge, and any rights, remedies, counterclaims, reductions and setoffs that may be derived from or afforded by any law that limits the liability of or exonerates guarantors or sureties, other than defense of performance in full of the Guaranteed Obligations. The Seller Parent will reimburse the Buyer for all reasonable and documented out-of-pocket costs and expenses (including court costs and reasonable attorneys’ fees) incurred by the Buyer in connection with the enforcement of its rights or Seller may have under this Agreement. Seller Parent’s obligations under this Section 10.13. If all or any part of any payment to or for the benefit of the Buyer in respect of a Guaranteed Obligation is invalidated, declared to be fraudulent or preferential or set aside and, in each such case, required for any reason to be repaid or paid to a trustee, receiver or other Person that is not the Buyer, the Guaranteed Obligations that otherwise would have been satisfied by that payment or partial payment will be revived and will continue 9.16 shall remain in full force and effect as if that payment had without regard to, and shall not been made. The be released, discharged, or in any way affected by, any circumstance or condition whatsoever (whether or not Seller Parent understands and acknowledges that shall have any knowledge thereof) except as may be expressly set forth herein. Seller Parent hereby waives each of the Buyer is relying on this guarantee and the representations and warranties following: (a) notice of acceptance of the Seller Obligations or of the existence or creation of all or any of the Seller Obligations; (b) presentment, demand, protest or notice of dishonor, nonpayment or other default with respect to any of the Seller Obligations and all other notices whatsoever (except for notices to be provided to Seller, Seller Parent and its counsel in accordance with this Agreement or applicable Law); (c) any requirement that Buyer institute suit or otherwise exhaust its rights or remedies against Seller or against any other Person prior to enforcing any rights they have hereunder or otherwise against Seller Parent; and (d) all suretyship defenses generally (other than defenses to the payment of the obligations that are available to Seller Parent or Seller under this Agreement). Nothing contained in this Section 9.16 shall limit Seller Parent’s ability to assert as a defense to any claim any defense that would be available to Seller if the claim were asserted directly against Seller. This Agreement has been duly executed and delivered by Seller Parent, and, assuming this Agreement constitutes the valid and binding obligation of the other parties, this Section 9.16 constitutes the valid and binding obligation of Seller Parent, enforceable against Seller Parent in Article 4 in entering into this Agreementaccordance with its terms, subject, as to enforcement, to the Enforceability Limitations.

Seller Parent Guarantee. The Seller Parent Guarantor hereby guarantees irrevocably, absolutely and unconditionally guarantees, as a primary obligation and not as a surety, to the Buyer the full payment and timely performance of all of the obligations of the Seller under Articles II and IX of this Agreement (the “Guaranteed Obligations”)Agreement. This guaranty is a guarantee an absolute, unconditional and continuing guaranty of performance, payment and performance and not merely of collectioncollectability, and the Seller Parent acknowledges and agrees that this guarantee is full and unconditional, and no amendment, modification, release or extinguishment irrespective of the Seller’s obligations validity, legality or liabilities, whether by decree in any bankruptcy proceeding or otherwise, shall affect the continuing validity and enforceability of this guaranteeAgreement or any Transaction Document. The Seller Parent hereby waivesGuarantor waives promptness, for the benefit diligence, presentment, demand, protest, notice of the Buyeracceptance, (i) notice of any obligations incurred and all other notices of any kind, all defenses which may be available by virtue of any valuation, stay, moratorium Law or other similar Law now or hereafter in effect, any right to require the marshalling of assets of the Buyer, as a condition any of performance by the Seller Parent, to proceed in any legal action against the Seller its Affiliates or pursue any other remedies whatsoever and (ii) entity or other person primarily or secondarily liable with respect to the fullest extent permitted by applicable law, any defenses or benefits that may be derived from or afforded by any law that limits the liability of or exonerates guarantors or sureties, other than defense of performance in full of the Guaranteed Obligations. The Seller Parent will reimburse the Buyer for guaranteed obligations, and all reasonable and documented out-of-pocket costs and expenses (including court costs and reasonable attorneys’ fees) incurred by the Buyer in connection with the enforcement of its rights under this Section 10.13suretyship defenses generally. If all or any part of any payment to or for the benefit of the Buyer in respect of a Guaranteed Obligation any of the guaranteed obligations is invalidated, declared to be fraudulent or preferential or set aside and, in each such case, required for any reason to be repaid or paid to a trustee, receiver or other Person that is not rescinded after receipt by the Buyer, the Guaranteed Obligations that otherwise would have been satisfied by that payment or partial payment will guaranty hereunder shall be revived and will continue in full force and effect automatically reinstated as if that no such payment had not ever been made. The Seller Parent understands Guarantor agrees that Buyer shall not be required to prosecute collection, enforcement or other remedies against Seller or to enforce or resort to any rights or remedies pertaining thereto, before calling on Seller Guarantor for payment or performance. Seller Guarantor hereby waives any and acknowledges that all notice of the Buyer is relying on this guarantee and creation, renewal, extension or accrual of the representations and warranties obligations of the Seller Parent Guarantor set forth in Article 4 this Agreement and notice of or proof of reliance by Buyer upon this Section 9.12 or acceptance of this Section 9.12. The guaranty provided by the Seller Guarantor pursuant to this Section 9.12 is an unconditional guarantee of payment and not of collection and is in entering into this Agreement.no way conditioned 62

Seller Parent Guarantee. The Seller Parent hereby absolutely and unconditionally guarantees to (except for any conditions contained in this Section 11.17) the Buyer the full payment and timely performance when due of all obligations, liabilities and indebtedness of the obligations any kind, nature and description of the Seller under this Agreement and any other agreements contemplated hereby (the “Guaranteed Seller Obligations”). This The Seller Obligations may be enforced by Buyer against Seller Parent without any requirement that Buyer first exercise its rights against Seller. In determining when payment, performance or discharge of obligation by Seller Parent is a guarantee of performance, and not merely of collectiondue, and the amount thereof, Seller Parent acknowledges and agrees that this guarantee is full and unconditional, and no amendment, modification, release or extinguishment of the Seller’s obligations or liabilities, whether by decree in any bankruptcy proceeding or otherwise, shall affect the continuing validity and enforceability of this guarantee. The Seller Parent hereby waives, for the benefit of the Buyer, (i) any right to require the Buyer, as a condition of performance by the Seller Parent, to proceed in any legal action against the Seller or pursue any other remedies whatsoever and (ii) to the fullest extent permitted by applicable law, may assert any defenses or benefits limitations to such payment, performance or discharge, and any rights, remedies, counterclaims, reductions and setoffs that may be derived from or afforded by any law that limits the liability of or exonerates guarantors or sureties, other than defense of performance in full of the Guaranteed Obligations. The Seller Parent will reimburse the Buyer for all reasonable and documented out-of-pocket costs and expenses (including court costs and reasonable attorneys’ fees) incurred by the Buyer in connection with the enforcement of its rights or Seller may have under this Agreement. Seller Parent’s obligations under this Section 10.13. If all or any part of any payment to or for the benefit of the Buyer in respect of a Guaranteed Obligation is invalidated, declared to be fraudulent or preferential or set aside and, in each such case, required for any reason to be repaid or paid to a trustee, receiver or other Person that is not the Buyer, the Guaranteed Obligations that otherwise would have been satisfied by that payment or partial payment will be revived and will continue 11.17 shall remain in full force and effect as if that payment had without regard to, and shall not been made. The be released, discharged, or in any way affected by, any circumstance or condition whatsoever (whether or not Seller Parent understands and acknowledges that shall have any knowledge thereof) except as may be expressly set forth herein. Seller Parent hereby waives each of the Buyer is relying on this guarantee and the representations and warranties following: (i) notice of acceptance of the Seller Obligations or of the existence or creation of all or any of the Seller Obligations; (ii) presentment, demand, protest or notice of dishonor, nonpayment or other default with respect to any of the Seller Obligations and all other notices whatsoever (except for notices to be provided to Seller, Seller Parent and its counsel in Article 4 in entering into accordance with this Agreement or applicable Law); (iii) any requirement that Buyer institute suit or otherwise exhaust its rights or remedies against Seller or against any other Person prior to enforcing any rights they have hereunder or otherwise against Seller Parent; and (iv) all suretyship defenses generally (other than defenses to the payment of the obligations that are available to Seller Parent or Seller under this Agreement.). Nothing contained in this Section 11.17 shall limit Seller Parent’s ability to assert as a defense to any claim any defense that would be available to Seller if the claim were asserted directly against Seller. This Agreement has been duly executed and delivered by Seller Parent, and, assuming this Agreement constitutes the valid and binding obligation of the other parties hereto, this

Seller Parent Guarantee. The Seller Parent hereby absolutely, irrevocably and unconditionally guarantees to Buyer, on the Buyer terms and conditions set forth in this Section 11.15(a), the full and timely performance punctual payment by Seller when due of all any obligation of Seller to pay any amount or amounts due to Buyer Tax Indemnified Parties or Buyer Indemnitees pursuant to Section 9.1(a) and Article 10, as applicable, to the obligations of extent the same is required to be paid by Seller under this Agreement pursuant to the terms and subject to the conditions and limitations thereof (the “Guaranteed Obligations”). This is a guarantee of performanceNotwithstanding anything to the contrary contained herein, and not merely of collection, and the Seller Parent Buyer acknowledges and agrees on behalf of itself and each Buyer Tax Indemnified Party and Buyer Indemnitee that this guarantee is full and unconditional, and no amendment, modification, release or extinguishment of the Seller’s obligations or liabilities, whether by decree in any bankruptcy proceeding or otherwise, shall affect the continuing validity and enforceability of this guarantee. The Seller Parent hereby waives, for the benefit of the Buyer, (i) to the extent Seller is relieved of any right of the Obligations for any reason (including pursuant to require any limitation (x) arising out of the Buyerterms and conditions of Section 10.1 or Section 10.4 or (y) based upon the Per Claim Threshold, as a condition the Indemnification Deductible or the Indemnity Cap) Seller Parent shall be similarly relieved of performance by the Seller Parentsuch Obligations for all purposes hereunder, to proceed in any legal action against the Seller or pursue any other remedies whatsoever and (ii) to the fullest extent permitted by applicable lawSeller Parent may assert, as a defense to, or release or discharge of, any defenses payment or benefits that may be derived from or afforded performance by any law that limits the liability of or exonerates guarantors or sureties, other than defense of performance in full of the Guaranteed Obligations. The Seller Parent will reimburse the hereunder, any claim, set-off, deduction, defense or release that Seller could assert against Buyer, any Buyer for all reasonable and documented out-of-pocket costs and expenses (including court costs and reasonable attorneys’ fees) incurred by the Buyer in connection with the enforcement of its rights under this Section 10.13. If all Tax Indemnified Party or any part of any payment to or for the benefit of the Buyer in respect of a Guaranteed Obligation is invalidated, declared to be fraudulent or preferential or set aside andIndemnitee, in each such case, required for any reason to be repaid or paid to a trustee, receiver or other Person that is not under the Buyer, the Guaranteed Obligations that otherwise would have been satisfied by that payment or partial payment will be revived and will continue in full force and effect as if that payment had not been made. The Seller Parent understands and acknowledges that the Buyer is relying on this guarantee and the representations and warranties terms of the Seller Parent in Article 4 in entering into this Agreement.

Seller Parent Guarantee. The (a) In consideration of the benefits to be derived from the consummation of this Agreement, Seller Parent hereby guarantees to the Buyer the full and timely performance prompt performance, payment and discharge when due, of, and shall be jointly and severally liable with Seller for, Seller’s obligations solely with respect to the True-up Covenant set forth in Article VI, and the obligations set forth in Sections 2.6 and 2.7 (collectively, the “Seller Guaranteed Obligations”); provided that Seller Parent’s obligation with respect to the Seller Guaranteed Obligations shall in no event exceed $5,000,000 (the “Guaranty Cap”). Subject to the Guaranty Cap, the Seller Guaranteed Obligations are absolute, unconditional and irrevocable, and such obligations shall continue in full force and effect until the payment and performance, as applicable, of all of Seller Guaranteed Obligations have been satisfied (subject to the obligations of the Guaranty Cap) and are not conditioned upon any event or contingency or upon any attempt first to obtain payment from Seller under this Agreement (or any of the “Guaranteed Obligations”)Transaction Documents, or pursuit of any other right or remedy against Seller through the commencement of legal proceedings or otherwise. This is a guarantee of performance, and not merely of collection, and the Seller Parent acknowledges and agrees that this guarantee is full and unconditional, and no amendment, modification, release or extinguishment of the Seller’s its obligations or liabilities, whether by decree in any bankruptcy proceeding or otherwise, hereunder shall affect the continuing validity and enforceability of this guarantee. The Seller Parent hereby waives, for the benefit of the Buyer, (i) any right to require the Buyer, as a condition of performance by the Seller Parent, to proceed in any legal action against the Seller or pursue any other remedies whatsoever and (ii) to the fullest extent permitted by applicable law, any defenses or benefits that may be derived from or afforded by any law that limits the liability of or exonerates guarantors or sureties, other than defense of performance in full of the Guaranteed Obligations. The Seller Parent will reimburse the Buyer for all reasonable and documented out-of-pocket costs and expenses (including court costs and reasonable attorneys’ fees) incurred by the Buyer in connection with the enforcement of its rights under this Section 10.13. If all or any part of any payment to or for the benefit of the Buyer in respect of a Guaranteed Obligation is invalidated, declared to be fraudulent or preferential or set aside and, in each such case, required for any reason to be repaid or paid to a trustee, receiver or other Person that is not the Buyer, the Guaranteed Obligations that otherwise would have been satisfied by that payment or partial payment will be revived and will continue in full force and effect as if that payment had not been made. The effect, without notice from any other party or Seller or Buyer in the event the obligations of Seller or Seller Parent understands under this Agreement or any of the Transaction Documents are amended or in any way modified by a written amendment countersigned by Seller Parent, and acknowledges that Seller Guaranteed Obligations shall continue and shall apply in full to such amended obligations of Seller or Seller Parent as though the amended terms had been part of this Agreement or any of the Transaction Documents, as applicable, from the original date of execution thereof. Seller Parent waives any right (a) to require that any resort be had by Buyer against Seller for any of Seller Guaranteed Obligations or (b) to sureties or guarantors under current or future applicable Law, and Seller Parent agrees not to assert or take advantage of any such right. In connection with Seller Guaranteed Obligations, Seller Parent hereby represents and warrants to Buyer that the Buyer is relying on this guarantee and the representations and warranties value of the consideration received, and to be received, by Seller Parent in Article 4 in entering into connection with the transactions contemplated under the Agreement is worth at least as much as the liabilities and obligations of Seller Parent under this AgreementSection 7.10(a), and that such liabilities and obligations are expected to benefit Seller Parent either directly or indirectly.

Seller Parent Guarantee. The In consideration of Purchaser entering into this Agreement, Seller Parent hereby irrevocably and unconditionally guarantees to Purchaser and its Designated Affiliates the Buyer due and punctual performance and observance of the full obligations (which shall include without limitation all payment obligations and timely performance of all covenants, agreements and all obligations in respect of representations, warranties and indemnities) of Seller and each of the Selling Entities pursuant to this Agreement and any of the Transaction Documents to which any of them are a party. It is agreed that Seller Parent is entering into this Agreement solely for the purposes of giving the guarantee in this Section 11.17 and the limited representations and warranties set forth in Section 3.1, Section 3.2(a) and Section 3.3. The obligations of Seller Parent shall not be affected by any waiver granted to the Seller or its Affiliates, by amendment, variation or supplement to this Agreement or the Transaction Documents or by the unenforceability or invalidity of any obligations of the Seller or its Affiliates under this Agreement or the Transaction Documents by reason of any disability or incapacity or lack of due execution or due authorization (it being agreed that in such circumstances Seller Parent shall have the same liability as if such obligations of the Seller and its Affiliates had been valid and enforceable)The obligations of Seller Parent under this Agreement shall be deemed satisfied and discharged, and Seller Parent shall cease to have any obligations under this Agreement, upon all of the obligations of Seller and each Selling Entity arising in connection with this Agreement and any of the Transaction Documents to which any of them are a party having been satisfied in full (save where obligations do not arise by reason of any disability or incapacity or lack of due execution or due authorization of the Seller under this Agreement (or its Affiliates in which case the “Guaranteed Obligations”). This is a guarantee obligations of performance, and not merely of collection, and the Seller Parent acknowledges shall continue until it has performed the same). (Remainder of Page Intentionally Blank. Signature page follows.) 428928/HOUDMS The Parties have executed and agrees that delivered this guarantee is full and unconditional, and no amendment, modification, release or extinguishment Agreement as of the Seller’s obligations or liabilities, whether by decree in any bankruptcy proceeding or otherwise, shall affect the continuing validity and enforceability of this guaranteeEffective Date. The Seller Parent hereby waives, XXXXXXXXXXX WORLDWIDE HOLDINGS GMBH By: /s/ Xxxxxx XxXxxxxx Name: Xxxxxx XxXxxxxx Title: Managing Officer ADES INTERNATIONAL HOLDING LTD. By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: CEO Solely for the benefit purpose of the Buyer, (i) any right to require the Buyer, as a condition of performance by the Seller Parent, to proceed in any legal action against the Seller or pursue any other remedies whatsoever and (ii) to the fullest extent permitted by applicable law, any defenses or benefits that may be derived from or afforded by any law that limits the liability of or exonerates guarantors or sureties, other than defense of performance in full of the Guaranteed Obligations. The Seller Parent will reimburse the Buyer for all reasonable and documented out-of-pocket costs and expenses (including court costs and reasonable attorneys’ fees) incurred by the Buyer in connection with the enforcement of its rights under this Section 10.13. If all or any part of any payment to or for the benefit of the Buyer in respect of a Guaranteed Obligation is invalidated, declared to be fraudulent or preferential or set aside and, in each such case, required for any reason to be repaid or paid to a trustee, receiver or other Person that is not the Buyer, the Guaranteed Obligations that otherwise would have been satisfied by that payment or partial payment will be revived and will continue in full force and effect as if that payment had not been made. The Seller Parent understands and acknowledges that the Buyer is relying on this guarantee and providing the representations and warranties of the in Section 3.1, Section 3.2(a) and Section 3.3 and Seller Parent guarantee set forth in Article 4 in entering into Section 11.17 of this Agreement.: XXXXXXXXXXX INTERNATIONAL PLC By: /s/ Xxxxxx XxXxxxxx Name: Xxxxxx XxXxxxxx Title: Vice President

Seller Parent Guarantee. The Seller Parent hereby unconditionally guarantees to the Buyer the full due and timely punctual payment and performance of all of the Sellers' obligations set forth in this Agreement whenever at any time and from time to time any or all of the Sellers fail to pay or perform its or their obligations when due or as may be required by the terms hereof (subject to any applicable grace, cure or deferral period), promptly after the Seller Parent has received a written demand from the Buyer, provided that the Buyer has first demanded payment or performance, as the case may be, in writing from any or all of the Sellers. This guaranty is an irrevocable guaranty of payment (and not just of collection) and shall continue in effect notwithstanding any extension or modification of the terms of this Agreement, any assumption of any such guaranteed obligation by any other party or any other act or event that might otherwise operate as a legal or equitable discharge of the Seller Parent under this Article XIII. So long as any obligation of the Sellers to the Buyers under this Agreement remains unpaid or undischarged, the Seller Parent hereby waives (but only with respect to the Buyers and their Affiliates and not as to any other parties) all rights to subrogation arising out of any payment by the Seller Parent under this Article XIII. The obligations of the Seller Parent hereunder shall be absolute and unconditional irrespective of the validity, legality or enforceability of this Agreement or any other document related hereto, and shall not be affected by or contingent upon (a) the liquidation or dissolution of, or the merger or consolidation of any Seller with or into any corporation, or any sale or transfer by any Seller of all or part of its property or assets, (b) the bankruptcy, receivership, insolvency, reorganization or similar proceedings involving or affecting any Seller, (c) any modification, alteration, amendment or addition of or to this Agreement, or (d) any disability or any other defense of any Seller or any other person and any other circumstance whatsoever (with or without notice to or knowledge of the Seller Parent) which may or might in any manner or to any extent vary the risks of the Seller Parent or might otherwise constitute a legal or equitable discharge of a surety or a guarantor or otherwise. Except as provided in this Article XIII, the Seller Parent hereby waives all special suretyship defenses and protest, notice of protest, demand for performance, diligence, notice of any other action at any time taken or omitted by the Buyers and, generally, all demands and notices of every kind in connection with this Article XIII and the Sellers' obligations hereby guaranteed, and which the Seller Parent may otherwise assert against the Buyers. This Article XIII shall continue to be effective or shall be reinstated, as the case may be, if at any time payment or performance of any of the obligations of the Sellers under this Agreement (is rescinded or must otherwise be restored or returned by the “Guaranteed Obligations”). This is a guarantee Buyers upon the insolvency, bankruptcy or reorganization of performance, and not merely of collection, and the any Seller Parent acknowledges and agrees that this guarantee is full and unconditional, and no amendment, modification, release or extinguishment of the Seller’s obligations or liabilities, whether by decree in any bankruptcy proceeding or otherwise, shall affect the continuing validity and enforceability of this guarantee. The Seller Parent hereby waives, for the benefit acknowledges that each of the Buyerwaivers set forth above is made with full knowledge of its significance and consequences and under the circumstances the waivers are reasonable and not contrary to public policy. If any of said waivers is determined to be contrary to any applicable law or public policy, (i) any right to require the Buyer, as a condition of performance by the Seller Parent, to proceed in any legal action against the Seller or pursue any other remedies whatsoever and (ii) such waivers shall be effective only to the fullest extent permitted by applicable law, any defenses or benefits that may be derived from or afforded by any law that limits the liability of or exonerates guarantors or sureties, other than defense of performance in full of the Guaranteed Obligations. The Seller Parent will reimburse the Buyer for all reasonable and documented out-of-pocket costs and expenses (including court costs and reasonable attorneys’ fees) incurred by the Buyer in connection with the enforcement of its rights under this Section 10.13. If all or any part of any payment to or for the benefit of the Buyer in respect of a Guaranteed Obligation is invalidated, declared to be fraudulent or preferential or set aside and, in each such case, required for any reason to be repaid or paid to a trustee, receiver or other Person that is not the Buyer, the Guaranteed Obligations that otherwise would have been satisfied by that payment or partial payment will be revived and will continue in full force and effect as if that payment had not been made. The Seller Parent understands and acknowledges that the Buyer is relying on this guarantee and the representations and warranties of the Seller Parent in Article 4 in entering into this Agreement.

Seller Parent Guarantee. The In consideration of Purchaser entering into this Agreement, Seller Parent hereby irrevocably and unconditionally guarantees to Purchaser and its Designated Affiliates the Buyer due and punctual performance and observance of the full obligations (which shall include without limitation all payment obligations and timely performance of all covenants, agreements and all obligations in respect of representations, warranties and indemnities) of Seller and each of the Selling Entities pursuant to this Agreement and any of the Transaction Documents to which any of them are a party. It is agreed that Seller Parent is entering into this Agreement solely for the purposes of giving the guarantee in this Section 11.17 and the limited representations and warranties set forth in Sections 3.1, 3.2(a) and 3.3. The obligations of Seller Parent shall not be affected by any waiver granted to the Seller or its Affiliates, by amendment, variation or supplement to this Agreement or the Transaction Documents or by the unenforceability or invalidity of any obligations of the Seller or its Affiliates under this Agreement or the Transaction Documents by reason of any disability or incapacity or lack of due execution or due authorization (it being agreed that in such circumstances Seller Parent shall have the same liability as if such obligations of the Seller and its Affiliates had been valid and enforceable).The obligations of Seller Parent under this Agreement shall be deemed satisfied and discharged, and Seller Parent shall cease to have any obligations under this Agreement, upon all of the obligations of Seller and each Selling Entity arising in connection with this Agreement and any of the Transaction Documents to which any of them are a party having been satisfied in full (save where obligations do not arise by reason of any disability or incapacity or lack of due execution or due authorization of the Seller under this Agreement (or its Affiliates in which case the “Guaranteed Obligations”). This is a guarantee obligations of performance, and not merely of collection, and the Seller Parent acknowledges shall continue until it has performed the same). (Remainder of Page Intentionally Blank. Signature page follows.) 434397/HOUDMS The Parties have executed and agrees that delivered this guarantee is full and unconditional, and no amendment, modification, release or extinguishment Agreement as of the Seller’s obligations or liabilities, whether by decree in any bankruptcy proceeding or otherwise, shall affect the continuing validity and enforceability of this guaranteeEffective Date. The Seller Parent hereby waives, XXXXXXXXXXX WORLDWIDE HOLDINGS GMBH By: /s/ Xxxxxx XxXxxxxx Name: Xxxxxx XxXxxxxx Title: Managing Officer ADES INTERNATIONAL HOLDING LTD. By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: CEO Solely for the benefit purpose of the Buyer, (i) any right to require the Buyer, as a condition of performance by the Seller Parent, to proceed in any legal action against the Seller or pursue any other remedies whatsoever and (ii) to the fullest extent permitted by applicable law, any defenses or benefits that may be derived from or afforded by any law that limits the liability of or exonerates guarantors or sureties, other than defense of performance in full of the Guaranteed Obligations. The Seller Parent will reimburse the Buyer for all reasonable and documented out-of-pocket costs and expenses (including court costs and reasonable attorneys’ fees) incurred by the Buyer in connection with the enforcement of its rights under this Section 10.13. If all or any part of any payment to or for the benefit of the Buyer in respect of a Guaranteed Obligation is invalidated, declared to be fraudulent or preferential or set aside and, in each such case, required for any reason to be repaid or paid to a trustee, receiver or other Person that is not the Buyer, the Guaranteed Obligations that otherwise would have been satisfied by that payment or partial payment will be revived and will continue in full force and effect as if that payment had not been made. The Seller Parent understands and acknowledges that the Buyer is relying on this guarantee and providing the representations and warranties of the in Sections 3.1, 3.2(a) and 3.3 and Seller Parent guarantee set forth in Article 4 in entering into Section 11.17 of this Agreement.: XXXXXXXXXXX INTERNATIONAL PLC By: /s/ Xxxxxx XxXxxxxx Name: Xxxxxx XxXxxxxx Title: Vice President

Seller Parent Guarantee. The In order to induce the Buyer to enter into this Agreement, the Seller Parent hereby absolutely, irrevocably and unconditionally guarantees to the Buyer Buyer, the payment in full and timely performance of all of the obligations of amounts owed by the Seller under to the Buyer and its Affiliates when due and payable, in each case in accordance with the terms of this Agreement (or the “Guaranteed Obligations”)Ancillary Agreements. This is Such guarantee shall be as primary obligor and not merely as surety, shall be a guarantee of performance, payment and not merely of collection, collection and the Seller Parent acknowledges and agrees that this guarantee is full and unconditional, and no amendment, modification, release or extinguishment of the Seller’s obligations or liabilities, whether by decree in any bankruptcy proceeding or otherwise, shall affect the be a continuing validity and enforceability of this guarantee. The Seller Parent hereby waiveswaives acceptance, for diligence, promptness, presentment, demand of payment or performance, filing of claims with a court in the benefit event of insolvency or bankruptcy of the BuyerSeller, (i) any right to require a proceeding (or other exhaustion of remedies) first against the BuyerSeller or to join the Seller in any enforcement action or to first resort to any other means of obtaining payment or performance, protest, notice and all demands whatsoever. The Seller Parent agrees to pay any and all costs and expenses (including reasonable fees and disbursements of counsel) incurred by the Buyer and its Affiliates in enforcing any rights under this ‎Section 9.13. Nothing contained in this ‎Section 9.13 shall limit the Seller Parent’s ability to assert as a condition of performance defense to any claim any defense that would be available to the Seller if the claim were asserted directly against the Seller. This Agreement has been duly executed and delivered by the Seller Parent, to proceed in any legal action against and, assuming this Agreement constitutes the Seller or pursue any other remedies whatsoever valid and (ii) to the fullest extent permitted by applicable law, any defenses or benefits that may be derived from or afforded by any law that limits the liability of or exonerates guarantors or sureties, other than defense of performance in full binding obligation of the Guaranteed Obligations. The Seller Parent will reimburse other parties hereto, this ‎Section 9.13 constitutes the Buyer for all reasonable valid and documented out-of-pocket costs and expenses (including court costs and reasonable attorneys’ fees) incurred by the Buyer in connection with the enforcement of its rights under this Section 10.13. If all or any part of any payment to or for the benefit of the Buyer in respect of a Guaranteed Obligation is invalidated, declared to be fraudulent or preferential or set aside and, in each such case, required for any reason to be repaid or paid to a trustee, receiver or other Person that is not the Buyer, the Guaranteed Obligations that otherwise would have been satisfied by that payment or partial payment will be revived and will continue in full force and effect as if that payment had not been made. The Seller Parent understands and acknowledges that the Buyer is relying on this guarantee and the representations and warranties binding obligation of the Seller Parent, enforceable against Seller Parent in Article 4 accordance with its terms, except as limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and (b) general principles of equity, whether such enforceability is considered in entering into this Agreementa Proceeding in equity or at law.

Seller Parent Guarantee. The Seller Parent hereby absolutely and unconditionally guarantees to (except for any conditions contained in this Section 11.17) the Buyer the full payment and timely performance when due of all obligations, liabilities and indebtedness of the obligations any kind, nature and description of the Seller under this Agreement and any other agreements contemplated hereby (the “Guaranteed Seller Obligations”). This The Seller Obligations may be enforced by Buyer against Seller Parent without any requirement that Buyer first exercise its rights against Seller. In determining when payment, performance or discharge of obligation by Seller Parent is a guarantee of performance, and not merely of collectiondue, and the amount thereof, Seller Parent acknowledges and agrees that this guarantee is full and unconditional, and no amendment, modification, release or extinguishment of the Seller’s obligations or liabilities, whether by decree in any bankruptcy proceeding or otherwise, shall affect the continuing validity and enforceability of this guarantee. The Seller Parent hereby waives, for the benefit of the Buyer, (i) any right to require the Buyer, as a condition of performance by the Seller Parent, to proceed in any legal action against the Seller or pursue any other remedies whatsoever and (ii) to the fullest extent permitted by applicable law, may assert any defenses or benefits limitations to such payment, performance or discharge, and any rights, remedies, counterclaims, reductions and setoffs that may be derived from or afforded by any law that limits the liability of or exonerates guarantors or sureties, other than defense of performance in full of the Guaranteed Obligations. The Seller Parent will reimburse the Buyer for all reasonable and documented out-of-pocket costs and expenses (including court costs and reasonable attorneys’ fees) incurred by the Buyer in connection with the enforcement of its rights or Seller may have under this Agreement. Seller Parent’s obligations under this Section 10.13. If all or any part of any payment to or for the benefit of the Buyer in respect of a Guaranteed Obligation is invalidated, declared to be fraudulent or preferential or set aside and, in each such case, required for any reason to be repaid or paid to a trustee, receiver or other Person that is not the Buyer, the Guaranteed Obligations that otherwise would have been satisfied by that payment or partial payment will be revived and will continue 11.17 shall remain in full force and effect as if that payment had without regard to, and shall not been made. The be released, discharged, or in any way affected by, any circumstance or condition whatsoever (whether or not Seller Parent understands and acknowledges that shall have any knowledge thereof) except as may be expressly set forth herein. Seller Parent hereby waives each of the Buyer is relying on this guarantee and the representations and warranties following: (i) notice of acceptance of the Seller Obligations or of the existence or creation of all or any of the Seller Obligations; (ii) presentment, demand, protest or notice of dishonor, nonpayment or other default with respect to any of the Seller Obligations and all other notices whatsoever (except for notices to be provided to Seller, Seller Parent and its counsel in accordance with this Agreement or applicable Law); (iii) any requirement that Buyer institute suit or otherwise exhaust its rights or remedies against Seller or against any other Person prior to enforcing any rights they have hereunder or otherwise against Seller Parent; and (iv) all suretyship defenses generally (other than defenses to the payment of the obligations that are available to Seller Parent or Seller under this Agreement). Nothing contained in this Section 11.17 shall limit Seller Parent’s ability to assert as a defense to any claim any defense that would be available to Seller if the claim were asserted directly against Seller. This Agreement has been duly executed and delivered by Seller Parent, and, assuming this Agreement constitutes the valid and binding obligation of the other parties hereto, this Section 11.17 constitutes the valid and binding obligation of Seller Parent, enforceable against Seller Parent in Article 4 in entering into this Agreementaccordance with its terms, subject, as to enforcement, to the Enforceability Limitations.