Common use of BENEFICIARY'S PROTECTIONS Clause in Contracts

BENEFICIARY'S PROTECTIONS. The Guarantor shall not be discharged or released from this Deed of Guarantee by any arrangement made between the Supplier and the Beneficiary (whether or not such arrangement is made with or without the assent of the Guarantor) or by any amendment to or termination of the Guaranteed Agreement or by any forbearance or indulgence whether as to payment, time, performance or otherwise granted by the Beneficiary in relation thereto (whether or not such amendment, termination, forbearance or indulgence is made with or without the assent of the Guarantor) or by the Beneficiary doing (or omitting to do) any other matter or thing which but for this provision might exonerate the Guarantor. This Deed of Guarantee shall be a continuing security for the Guaranteed Obligations and accordingly: it shall not be discharged, reduced or otherwise affected by any partial performance (except to the extent of such partial performance) by the Supplier of the Guaranteed Obligations or by any omission or delay on the part of the Beneficiary in exercising its rights under this Deed of Guarantee; it shall not be affected by any dissolution, amalgamation, reconstruction, reorganisation, change in status, function, control or ownership, insolvency, liquidation, administration, appointment of a receiver, voluntary arrangement, any legal limitation or other incapacity, of the Supplier, the Beneficiary, the Guarantor or any other person; if, for any reason, any of the Guaranteed Obligations shall prove to have been or shall become void or unenforceable against the Supplier for any reason whatsoever, the Guarantor shall nevertheless be liable in respect of that purported obligation or liability as if the same were fully valid and enforceable and the Guarantor were principal debtor in respect thereof; and the rights of the Beneficiary against the Guarantor under this Deed of Guarantee are in addition to, shall not be affected by and shall not prejudice, any other security, guarantee, indemnity or other rights or remedies available to the Beneficiary. The Beneficiary shall be entitled to exercise its rights and to make demands on the Guarantor under this Deed of Guarantee as often as it wishes and the making of a demand (whether effective, partial or defective) in respect of the breach or non performance by the Supplier of any Guaranteed Obligation shall not preclude the Beneficiary from making a further demand in respect of the same or some other default in respect of the same Guaranteed Obligation. The Beneficiary shall not be obliged before taking steps to enforce this Deed of Guarantee against the Guarantor to obtain judgment against the Supplier or the Guarantor or any third party in any court, or to make or file any claim in a bankruptcy or liquidation of the Supplier or any third party, or to take any action whatsoever against the Supplier or the Guarantor or any third party or to resort to any other security or guarantee or other means of payment. No action (or inaction) by the Beneficiary in respect of any such security, guarantee or other means of payment shall prejudice or affect the liability of the Guarantor hereunder. The Beneficiary's rights under this Deed of Guarantee are cumulative and not exclusive of any rights provided by law and may be exercised from time to time and as often as the Beneficiary deems expedient. Any waiver by the Beneficiary of any terms of this Deed of Guarantee, or of any Guaranteed Obligations shall only be effective if given in writing and then only for the purpose and upon the terms and conditions, if any, on which it is given. Any release, discharge or settlement between the Guarantor and the Beneficiary shall be conditional upon no security, disposition or payment to the Beneficiary by the Guarantor or any other person being void, set aside or ordered to be refunded pursuant to any enactment or law relating to liquidation, administration or insolvency or for any other reason whatsoever and if such condition shall not be fulfilled the Beneficiary shall be entitled to enforce this Deed of Guarantee subsequently as if such release, discharge or settlement had not occurred and any such payment had not been made. The Beneficiary shall be entitled to retain this security after as well as before the payment, discharge or satisfaction of all monies, obligations and liabilities that are or may become due owing or incurred to the Beneficiary from the Guarantor for such period as the Beneficiary may determine.

Appears in 15 contracts

Samples: Dynamic Purchasing System Agreement, Panel Agreement, Framework Agreement

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BENEFICIARY'S PROTECTIONS. The Guarantor shall not be discharged or released from this Deed of Guarantee by any arrangement made between the Supplier and the Beneficiary (whether or not such arrangement is made with or without the assent of the Guarantor) or by any amendment to or termination of the Guaranteed Agreement or by any forbearance or indulgence whether as to payment, time, performance or otherwise granted by the Beneficiary in relation thereto (whether or not such amendment, termination, forbearance or indulgence is made with or without the assent of the Guarantor) or by the Beneficiary doing (or omitting to do) any other matter or thing which but for this provision might exonerate the Guarantor. This Deed of Guarantee shall be a continuing security for the Guaranteed Obligations and accordingly: it shall not be discharged, reduced or otherwise affected discharged by any partial performance (except to the extent of such partial performance) by the Supplier of the Guaranteed Obligations or by any omission or delay on the part of the Beneficiary in exercising its rights under this Deed of Guarantee; it shall not be affected by any dissolution, amalgamation, reconstruction, reorganisation, change in status, function, control or ownership, insolvency, liquidation, administration, appointment of a receiver, voluntary arrangement, any legal limitation arrangement or other incapacity, of the Supplier, the Beneficiary, the Guarantor or any other person; if, for any reason, any of the Guaranteed Obligations shall prove to have been or shall become void or unenforceable against the Supplier for any reason whatsoever, the Guarantor shall nevertheless be liable in respect of that purported obligation or liability as if the same were fully valid and enforceable and the Guarantor were principal debtor in respect thereof; and the rights of the Beneficiary against the Guarantor under this Deed of Guarantee are in addition to, shall not be affected by and shall not prejudice, any other security, guarantee, indemnity or other rights or remedies available to the Beneficiary. The Beneficiary shall be entitled to exercise its rights and to make demands on the Guarantor under this Deed of Guarantee as often as it wishes and the making of a demand (whether effective, partial or defective) in respect of the breach or non non-performance by the Supplier of any Guaranteed Obligation shall not preclude the Beneficiary from making a further demand in respect of the same or some other default in respect of the same Guaranteed Obligation. The Beneficiary shall not be obliged before taking steps to enforce this Deed of Guarantee against the Guarantor to obtain judgment against the Supplier or the Guarantor or any third party in any court, or to make or file any claim in a bankruptcy or liquidation of the Supplier or any third party, or to take any action whatsoever against the Supplier or the Guarantor or any third party or to resort to any other security or guarantee or other means of payment. No action (or inaction) by the Beneficiary in respect of any such security, guarantee or other means of payment shall prejudice or affect the liability of the Guarantor hereunder. The Beneficiary's rights under this Deed of Guarantee are cumulative and not exclusive of any rights provided by law and may be exercised from time to time and as often as the Beneficiary deems expedient. Any waiver by the Beneficiary of any terms of this Deed of Guarantee, or of any Guaranteed Obligations shall only be effective if given in writing and then only for the purpose and upon the terms and conditions, if any, on which it is given. Any release, discharge or settlement between the Guarantor and the Beneficiary shall be conditional upon no security, disposition or payment to the Beneficiary by the Guarantor or any other person being void, set aside or ordered to be refunded pursuant to any enactment or law relating to liquidation, administration or insolvency or for any other reason whatsoever and if such condition shall not be fulfilled the Beneficiary shall be entitled to enforce this Deed of Guarantee subsequently as if such release, discharge or settlement had not occurred and any such payment had not been made. The Beneficiary shall be entitled to retain this security after as well as before the payment, discharge or satisfaction of all monies, obligations and liabilities that are or may become due owing or incurred to the Beneficiary from the Guarantor for such period as the Beneficiary may determine.

Appears in 13 contracts

Samples: Framework Agreement, Framework Agreement, Framework Agreement

BENEFICIARY'S PROTECTIONS. The Guarantor shall not be discharged or released from this Deed of Guarantee by any arrangement made between the Supplier and the Beneficiary (whether or not such arrangement is made with or without the assent of the Guarantor) or by any amendment to or termination of the Guaranteed Agreement or by any forbearance or indulgence whether as to payment, time, performance or otherwise granted by the Beneficiary in relation thereto (whether or not such amendment, termination, forbearance or indulgence is made with or without the assent of the Guarantor) or by the Beneficiary doing (or omitting to do) any other matter or thing which but for this provision might exonerate the Guarantor. This Deed of Guarantee shall be a continuing security for the Guaranteed Obligations and accordingly: it shall not be discharged, reduced or otherwise affected discharged by any partial performance (except to the extent of such partial performance) by the Supplier of the Guaranteed Obligations or by any omission or delay on the part of the Beneficiary in exercising its rights under this Deed of Guarantee; it shall not be affected by any dissolution, amalgamation, reconstruction, reorganisation, change in status, function, control or ownership, insolvency, liquidation, administration, appointment of a receiver, voluntary arrangement, any legal limitation arrangement or other incapacity, of the Supplier, the Beneficiary, the Guarantor or any other person; if, for any reason, any of the Guaranteed Obligations shall prove to have been or shall become void or unenforceable against the Supplier for any reason whatsoever, the Guarantor shall nevertheless be liable in respect of that purported obligation or liability as if the same were fully valid and enforceable and the Guarantor were principal debtor in respect thereof; and the rights of the Beneficiary against the Guarantor under this Deed of Guarantee are in addition to, shall not be affected by and shall not prejudice, any other security, guarantee, indemnity or other rights or remedies available to the Beneficiary. The Beneficiary shall be entitled to exercise its rights and to make demands on the Guarantor under this Deed of Guarantee as often as it wishes and the making of a demand (whether effective, partial or defective) in respect of the breach or non performance by the Supplier of any Guaranteed Obligation shall not preclude the Beneficiary from making a further demand in respect of the same or some other default in respect of the same Guaranteed Obligation. The Beneficiary shall not be obliged before taking steps to enforce this Deed of Guarantee against the Guarantor to obtain judgment against the Supplier or the Guarantor or any third party in any court, or to make or file any claim in a bankruptcy or liquidation of the Supplier or any third party, or to take any action whatsoever against the Supplier or the Guarantor or any third party or to resort to any other security or guarantee or other means of payment. No action (or inaction) by the Beneficiary in respect of any such security, guarantee or other means of payment shall prejudice or affect the liability of the Guarantor hereunder. The Beneficiary's rights under this Deed of Guarantee are cumulative and not exclusive of any rights provided by law and may be exercised from time to time and as often as the Beneficiary deems expedient. Any waiver by the Beneficiary of any terms of this Deed of Guarantee, or of any Guaranteed Obligations shall only be effective if given in writing and then only for the purpose and upon the terms and conditions, if any, on which it is given. Any release, discharge or settlement between the Guarantor and the Beneficiary shall be conditional upon no security, disposition or payment to the Beneficiary by the Guarantor or any other person being void, set aside or ordered to be refunded pursuant to any enactment or law relating to liquidation, administration or insolvency or for any other reason whatsoever and if such condition shall not be fulfilled the Beneficiary shall be entitled to enforce this Deed of Guarantee subsequently as if such release, discharge or settlement had not occurred and any such payment had not been made. The Beneficiary shall be entitled to retain this security after as well as before the payment, discharge or satisfaction of all monies, obligations and liabilities that are or may become due owing or incurred to the Beneficiary from the Guarantor for such period as the Beneficiary may determine.

Appears in 10 contracts

Samples: Services Framework Agreement, Framework Agreement, ''

BENEFICIARY'S PROTECTIONS. The Guarantor shall not be discharged or released from this Deed of Guarantee by any arrangement made between the Supplier and the Beneficiary (whether or not such arrangement is made with or without the assent of the Guarantor) or by any amendment to or termination of the Guaranteed Agreement or by any forbearance or indulgence whether as to payment, time, performance or otherwise granted by the Beneficiary in relation thereto (whether or not such amendment, termination, forbearance or indulgence is made with or without the assent of the Guarantor) or by the Beneficiary doing (or omitting to do) any other matter or thing which but for this provision might exonerate the Guarantor. This Deed of Guarantee shall be a continuing security for the Guaranteed Obligations and accordingly: it shall not be discharged, reduced or otherwise affected discharged by any partial performance (except to the extent of such partial performance) by the Supplier of the Guaranteed Obligations or by any omission or delay on the part of the Beneficiary in exercising its rights under this Deed of Guarantee; it shall not be affected by any dissolution, amalgamation, reconstruction, reorganisation, change in status, function, control or ownership, insolvency, liquidation, administration, appointment of a receiver, voluntary arrangement, any legal limitation arrangement or other incapacity, of the Supplier, the Beneficiary, the Guarantor or any other person; if, for any reason, any of the Guaranteed Obligations shall prove to have been or shall become void or unenforceable against the Supplier Contractor for any reason whatsoever, the Guarantor shall nevertheless be liable in respect of that purported obligation or liability as if the same were fully valid and enforceable and the Guarantor were principal debtor in respect thereof; and the rights of the Beneficiary against the Guarantor under this Deed of Guarantee are in addition to, shall not be affected by and shall not prejudice, any other security, guarantee, indemnity or other rights or remedies available to the Beneficiary. The Beneficiary shall be entitled to exercise its rights and to make demands on the Guarantor under this Deed of Guarantee as often as it wishes and the making of a demand (whether effective, partial or defective) in respect of the breach or non performance by the Supplier of any Guaranteed Obligation shall not preclude the Beneficiary from making a further demand in respect of the same or some other default in respect of the same Guaranteed Obligation. The Beneficiary shall not be obliged before taking steps to enforce this Deed of Guarantee against the Guarantor to obtain judgment against the Supplier or the Guarantor or any third party in any court, or to make or file any claim in a bankruptcy or liquidation of the Supplier or any third party, or to take any action whatsoever against the Supplier or the Guarantor or any third party or to resort to any other security or guarantee or other means of payment. No action (or inaction) by the Beneficiary in respect of any such security, guarantee or other means of payment shall prejudice or affect the liability of the Guarantor hereunder. The Beneficiary's rights under this Deed of Guarantee are cumulative and not exclusive of any rights provided by law and may be exercised from time to time and as often as the Beneficiary deems expedient. Any waiver by the Beneficiary of any terms of this Deed of Guarantee, or of any Guaranteed Obligations shall only be effective if given in writing and then only for the purpose and upon the terms and conditions, if any, on which it is given. Any release, discharge or settlement between the Guarantor and the Beneficiary shall be conditional upon no security, disposition or payment to the Beneficiary by the Guarantor or any other person being void, set aside or ordered to be refunded pursuant to any enactment or law relating to liquidation, administration or insolvency or for any other reason whatsoever and if such condition shall not be fulfilled the Beneficiary shall be entitled to enforce this Deed of Guarantee subsequently as if such release, discharge or settlement had not occurred and any such payment had not been made. The Beneficiary shall be entitled to retain this security after as well as before the payment, discharge or satisfaction of all monies, obligations and liabilities that are or may become due owing or incurred to the Beneficiary from the Guarantor for such period as the Beneficiary may determine.

Appears in 8 contracts

Samples: Services Framework Agreement, Framework Agreement, Response Services Framework Agreement

BENEFICIARY'S PROTECTIONS. The Guarantor shall will not be discharged or released from this Deed of Guarantee by by: any arrangement made between the Supplier and the Beneficiary Buyer (whether or not such arrangement is made with or without the assent of the Guarantor) or by any amendment to or termination of the Guaranteed Agreement or by Call-Off Contract any forbearance or indulgence whether as to payment, time, performance or otherwise granted by the Beneficiary in relation thereto Buyer (whether or not such amendment, termination, forbearance or indulgence is made with or without the assent of the Guarantor) or by the Beneficiary Buyer doing (or omitting to do) any other matter or thing which anything which, but for this provision provision, might exonerate the Guarantor. Guarantor This Deed of Guarantee shall will be a continuing security for the Guaranteed Obligations and accordingly: it shall will not be discharged, reduced or otherwise affected by any partial performance (except to the extent of such partial performance) by the Supplier of the Guaranteed Obligations or by any omission or delay on the part of the Beneficiary Buyer in exercising its rights under this Deed of Guarantee; Guarantee it shall will not be affected by any dissolution, amalgamation, reconstruction, reorganisation, change in status, function, control or ownership, insolvency, liquidation, administration, appointment of a receiver, voluntary arrangement, any legal limitation or other incapacity, of the Supplier, the BeneficiaryBuyer, the Guarantor or any other person; person if, for any reason, any of the Guaranteed Obligations shall prove to have been or shall become is void or unenforceable against the Supplier for any reason whatsoeverSupplier, the Guarantor shall nevertheless will be liable in respect of for that purported obligation or liability as if the same were fully valid and enforceable and the Guarantor were principal debtor in respect thereof; and the rights of the Beneficiary Buyer against the Guarantor under this Deed of Guarantee are in addition to, shall will not be affected by and shall will not prejudice, any other security, guarantee, indemnity or other rights or remedies available to the Beneficiary. Buyer The Beneficiary shall Buyer will be entitled to exercise its rights and to make demands on the Guarantor under this Deed of Guarantee as often as it wishes and the wishes. The making of a demand (whether effective, partial or defective) in respect of relating to the breach or non non-performance by the Supplier of any Guaranteed Obligation shall will not preclude the Beneficiary Buyer from making a further demand in respect of relating to the same or some other default in respect of Default regarding the same Guaranteed Obligation. The Beneficiary shall Buyer will not be obliged before taking steps to enforce this Deed of Guarantee against the Guarantor to to: obtain judgment against the Supplier or the Guarantor or any third party in any court, or to court make or file any claim in a bankruptcy or liquidation of the Supplier or any third party, or to party take any action whatsoever against the Supplier or the Guarantor or any third party or to resort to any other security or guarantee or other means of payment. No action (or inaction) by the Beneficiary in respect of Buyer relating to any such security, guarantee or other means of payment shall will prejudice or affect the liability of the Guarantor hereunderGuarantor. The BeneficiaryBuyer's rights under this Deed of Guarantee are cumulative and not exclusive of any rights provided by law and Law. The Buyer’s rights may be exercised from time to time and as often as the Beneficiary Buyer deems expedient. Any waiver by the Beneficiary Buyer of any terms of this Deed of Guarantee, or of any Guaranteed Obligations shall Obligations, will only be effective if given in writing and then only for the purpose and upon the terms and conditions, if any, conditions on which it is given. Any release, discharge or settlement between the Guarantor and the Beneficiary shall Buyer will be conditional upon no security, disposition or payment to the Beneficiary Buyer by the Guarantor or any other person being void, set aside or ordered to be refunded pursuant to following any enactment or law Law relating to liquidation, administration or insolvency or for any other reason whatsoever and if reason. If such condition shall will not be fulfilled fulfilled, the Beneficiary shall Buyer will be entitled to enforce this Deed of Guarantee subsequently as if such release, discharge or settlement had not occurred and any such payment had not been made. The Beneficiary shall Buyer will be entitled to retain this security before and after as well as before the payment, discharge or satisfaction of all monies, obligations and liabilities that are or may become due owing or incurred to the Beneficiary Buyer from the Guarantor for such period as the Beneficiary Buyer may determine.

Appears in 5 contracts

Samples: Off Contract, assets.publishing.service.gov.uk, Specialist Framework Agreement

BENEFICIARY'S PROTECTIONS. The Guarantor shall not be discharged or released from this Deed of Guarantee by any arrangement made between the Supplier and the Beneficiary (whether or not such arrangement is made with or without the assent of the Guarantor) or by any amendment to or termination of any of the Guaranteed Agreement Agreements or by any forbearance or indulgence whether as to payment, time, performance or otherwise granted by the Beneficiary in relation thereto (whether or not such amendment, termination, forbearance or indulgence is made with or without the assent of the Guarantor) or by the Beneficiary doing (or omitting to do) any other matter or thing which but for this provision might exonerate the Guarantor. This Deed of Guarantee shall be a continuing security for the Guaranteed Obligations and accordingly: it shall not be discharged, reduced or otherwise affected discharged by any partial performance (except to the extent of such partial performance) by the Supplier of the Guaranteed Obligations or by any omission or delay on the part of the Beneficiary in exercising its rights under this Deed of Guarantee; it shall not be affected by any dissolution, amalgamation, reconstruction, reorganisation, change in status, function, control or ownership, insolvency, liquidation, administration, appointment of a receiver, voluntary arrangement, any legal limitation arrangement or other incapacity, of the Supplier, the Beneficiary, the Guarantor or any other person; if, for any reason, any of the Guaranteed Obligations shall prove to have been or shall become void or unenforceable against the Supplier Contractor for any reason whatsoever, the Guarantor shall nevertheless be liable in respect of that purported obligation or liability as if the same were fully valid and enforceable and the Guarantor were principal debtor in respect thereof; and the rights of the Beneficiary against the Guarantor under this Deed of Guarantee are in addition to, shall not be affected by and shall not prejudice, any other security, guarantee, indemnity or other rights or remedies available to the Beneficiary. The Beneficiary shall be entitled to exercise its rights and to make demands on the Guarantor under this Deed of Guarantee as often as it wishes and the making of a demand (whether effective, partial or defective) in respect of the breach or non non-performance by the Supplier of any Guaranteed Obligation shall not preclude the Beneficiary from making a further demand in respect of the same or some other default in respect of the same Guaranteed Obligation. The Beneficiary shall not be obliged before taking steps to enforce this Deed of Guarantee against the Guarantor to obtain judgment against the Supplier or the Guarantor or any third party in any court, or to make or file any claim in a bankruptcy or liquidation of the Supplier or any third party, or to take any action whatsoever against the Supplier or the Guarantor or any third party or to resort to any other security or guarantee or other means of payment. No action (or inaction) by the Beneficiary in respect of any such security, guarantee or other means of payment shall prejudice or affect the liability of the Guarantor hereunder. The Beneficiary's rights under this Deed of Guarantee are cumulative and not exclusive of any rights provided by law and may be exercised from time to time and as often as the Beneficiary deems expedient. Any waiver by the Beneficiary of any terms of this Deed of Guarantee, or of any Guaranteed Obligations shall only be effective if given in writing and then only for the purpose and upon the terms and conditions, if any, on which it is given. Any release, discharge or settlement between the Guarantor and the Beneficiary shall be conditional upon no security, disposition or payment to the Beneficiary by the Guarantor or any other person being void, set aside or ordered to be refunded pursuant to any enactment or law relating to liquidation, administration or insolvency or for any other reason whatsoever and if such condition shall not be fulfilled the Beneficiary shall be entitled to enforce this Deed of Guarantee subsequently as if such release, discharge or settlement had not occurred and any such payment had not been made. The Beneficiary shall be entitled to retain this security after as well as before the payment, discharge or satisfaction of all monies, obligations and liabilities that are or may become due owing or incurred to the Beneficiary from the Guarantor for such period as the Beneficiary may determine. Without prejudice to clause 5.1, the Guarantor by entering into this Deed of Guarantee authorises the Supplier and the Beneficiary to make any addendum or variation to any of the Guaranteed Agreements and the Guarantor’s obligations under clause 2 shall continue to apply to such to the relevant Guaranteed Agreement as varied or supplemented. The Guarantor authorises the Supplier and the Customer to make any addendum or variation to the relevant Guaranteed Agreement.

Appears in 4 contracts

Samples: Framework Agreement, Framework Agreement, Indicative Reporting Documents Dates

BENEFICIARY'S PROTECTIONS. The Guarantor shall not be discharged or released from this Deed of Guarantee by any arrangement made between the Supplier and the Beneficiary (whether or not such arrangement is made with or without the assent of the Guarantor) or by any amendment to or termination of the Guaranteed Agreement or by any forbearance or indulgence whether as to payment, time, performance or otherwise granted by the Beneficiary in relation thereto (whether or not such amendment, termination, forbearance or indulgence is made with or without the assent of the Guarantor) or by the Beneficiary doing (or omitting to do) any other matter or thing which but for this provision might exonerate the Guarantor. This Deed of Guarantee shall be a continuing security for the Guaranteed Obligations and accordingly: it shall not be discharged, reduced or otherwise affected discharged by any partial performance (except to the extent of such partial performance) by the Supplier of the Guaranteed Obligations or by any omission or delay on the part of the Beneficiary in exercising its rights under this Deed of Guarantee; it shall not be affected by any dissolution, amalgamation, reconstruction, reorganisation, change in status, function, control or ownership, insolvency, liquidation, administration, appointment of a receiver, voluntary arrangement, any legal limitation arrangement or other incapacity, of the Supplier, the Beneficiary, the Guarantor or any other person; if, for any reason, any of the Guaranteed Obligations shall prove to have been or shall become void or unenforceable against the Supplier for any reason whatsoever, the Guarantor shall nevertheless be liable in respect of that purported obligation or liability as if the same were fully valid and enforceable and the Guarantor were principal debtor in respect thereof; and the rights of the Beneficiary against the Guarantor under this Deed of Guarantee are in addition to, shall not be affected by and shall not prejudice, any other security, guarantee, indemnity or other rights or remedies available to the Beneficiary. The Beneficiary shall be entitled to exercise its rights and to make demands on the Guarantor under this Deed of Guarantee as often as it wishes and the making of a demand (whether effective, partial or defective) in respect of the breach or non performance by the Supplier of any Guaranteed Obligation shall not preclude the Beneficiary from making a further demand in respect of the same or some other default in respect of the same Guaranteed Obligation. The Beneficiary shall not be obliged before taking steps to enforce this Deed of Guarantee against the Guarantor to obtain judgment against the Supplier or the Guarantor or any third party in any court, or to make or file any claim in a bankruptcy or liquidation of the Supplier or any third party, or to take any action whatsoever against the Supplier or the Guarantor or any third party or to resort to any other security or guarantee or other means of payment. No action (or inaction) by the Beneficiary in respect of any such security, guarantee or other means of payment shall prejudice or affect the liability of the Guarantor hereunder. The Beneficiary's rights under this Deed of Guarantee are cumulative and not exclusive of any rights provided by law and may be exercised from time to time and as often as the Beneficiary deems expedient. Any waiver by the Beneficiary of any terms of this Deed of Guarantee, or of any Guaranteed Obligations shall only be effective if given in writing and then only for the purpose and upon the terms and conditions, if any, on which it is given. Any release, discharge or settlement between the Guarantor and the Beneficiary shall be conditional upon no security, disposition or payment to the Beneficiary by the Guarantor or any other person being void, set aside or ordered to be refunded pursuant to any enactment or law relating to liquidation, administration or insolvency or for any other reason whatsoever and if such condition shall not be fulfilled the Beneficiary shall be entitled to enforce this Deed of Guarantee subsequently as if such release, discharge or settlement had not occurred and any such payment had not been made. The Beneficiary shall be entitled to retain this security after as well as before the payment, discharge or satisfaction of all monies, obligations and liabilities that are or may become due owing or incurred to the Beneficiary from the Guarantor for such period as the Beneficiary may determine.

Appears in 4 contracts

Samples: Related Services Framework Agreement, Framework Terms for Services, Buying Framework Agreement

BENEFICIARY'S PROTECTIONS. The Guarantor shall will not be discharged or released from this Deed deed of Guarantee by guarantee by: any arrangement made between the Supplier and the Beneficiary Buyer (whether or not such arrangement is made with or without the assent of the Guarantor) or by any amendment to or termination of the Guaranteed Agreement or by Call-Off Contract any forbearance or indulgence whether as to payment, time, performance or otherwise granted by the Beneficiary in relation thereto Buyer (whether or not such amendment, termination, forbearance or indulgence is made with or without the assent of the Guarantor) or by the Beneficiary Buyer doing (or omitting to do) any other matter or thing which anything which, but for this provision provision, might exonerate the Guarantor. Guarantor This Deed deed of Guarantee shall guarantee will be a continuing security for the Guaranteed Obligations and accordingly: it shall will not be discharged, reduced or otherwise affected by any partial performance (except to the extent of such partial performance) by the Supplier of the Guaranteed Obligations or by any omission or delay on the part of the Beneficiary Buyer in exercising its rights under this Deed deed of Guarantee; guarantee it shall will not be affected by any dissolution, amalgamation, reconstruction, reorganisation, change in status, function, control or ownership, insolvency, liquidation, administration, appointment of a receiver, voluntary arrangement, any legal limitation or other incapacity, of the Supplier, the BeneficiaryBuyer, the Guarantor or any other person; person if, for any reason, any of the Guaranteed Obligations shall prove to have been or shall become is void or unenforceable against the Supplier for any reason whatsoeverSupplier, the Guarantor shall nevertheless will be liable in respect of for that purported obligation or liability as if the same were fully valid and enforceable and the Guarantor were principal debtor in respect thereof; and the rights of the Beneficiary Buyer against the Guarantor under this Deed deed of Guarantee guarantee are in addition to, shall will not be affected by and shall will not prejudice, any other security, guarantee, indemnity or other rights or remedies available to the Beneficiary. Buyer The Beneficiary shall Buyer will be entitled to exercise its rights and to make demands on the Guarantor under this Deed deed of Guarantee guarantee as often as it wishes and the wishes. The making of a demand (whether effective, partial or defective) in respect of relating to the breach or non non-performance by the Supplier of any Guaranteed Obligation shall will not preclude the Beneficiary Buyer from making a further demand in respect of relating to the same or some other default in respect of Default regarding the same Guaranteed Obligation. The Beneficiary shall Buyer will not be obliged before taking steps to enforce this Deed deed of Guarantee guarantee against the Guarantor to to: obtain judgment against the Supplier or the Guarantor or any third party in any court, or to court make or file any claim in a bankruptcy or liquidation of the Supplier or any third party, or to party take any action whatsoever against the Supplier or the Guarantor or any third party or to resort to any other security or guarantee or other means of payment. No action (or inaction) by the Beneficiary in respect of Buyer relating to any such security, guarantee or other means of payment shall will prejudice or affect the liability of the Guarantor hereunderGuarantor. The BeneficiaryBuyer's rights under this Deed deed of Guarantee guarantee are cumulative and not exclusive of any rights provided by law and Law. The Buyer’s rights may be exercised from time to time and as often as the Beneficiary Buyer deems expedient. Any waiver by the Beneficiary Buyer of any terms of this Deed deed of Guaranteeguarantee, or of any Guaranteed Obligations shall Obligations, will only be effective if given in writing and then only for the purpose and upon the terms and conditions, if any, conditions on which it is given. Any release, discharge or settlement between the Guarantor and the Beneficiary shall Buyer will be conditional upon no security, disposition or payment to the Beneficiary Buyer by the Guarantor or any other person being void, set aside or ordered to be refunded pursuant to following any enactment or law Law relating to liquidation, administration or insolvency or for any other reason whatsoever and if reason. If such condition shall will not be fulfilled fulfilled, the Beneficiary shall Buyer will be entitled to enforce this Deed deed of Guarantee guarantee subsequently as if such release, discharge or settlement had not occurred and any such payment had not been made. The Beneficiary shall Buyer will be entitled to retain this security before and after as well as before the payment, discharge or satisfaction of all monies, obligations and liabilities that are or may become due owing or incurred to the Beneficiary Buyer from the Guarantor for such period as the Beneficiary Buyer may determine.

Appears in 2 contracts

Samples: assets.crowncommercial.gov.uk, assets.publishing.service.gov.uk

BENEFICIARY'S PROTECTIONS. The Guarantor shall not be discharged or released from this Deed of Guarantee by any arrangement made between the Supplier and the Beneficiary (whether or not such arrangement is made with or without the assent of the Guarantor) or by any amendment to amendment, variation, novation or termination of or to the Guaranteed Agreement or by any forbearance or indulgence whether as to payment, time, performance or otherwise granted by the Beneficiary in relation thereto (whether or not such amendment, variation, novation, termination, forbearance or indulgence is made with or without the assent of the Guarantor) or by the Beneficiary doing (or omitting to do) any other matter or thing which but for this provision might exonerate the Guarantor. This Deed of Guarantee shall be a continuing security for the Guaranteed Obligations and accordingly: it shall not be discharged, reduced or otherwise affected discharged by any partial performance (except to the extent of such partial performance) by the Supplier of the Guaranteed Obligations or by any omission or delay on the part of the Beneficiary in exercising its rights under this Deed of Guarantee; it shall not be affected by any dissolution, amalgamation, reconstruction, reorganisation, change in status, function, control or ownership, insolvency, liquidation, administration, appointment of a receiver, voluntary arrangement, any legal limitation arrangement or other incapacity, of the Supplier, the Beneficiary, the Guarantor or any other person; if, for any reason, any of the Guaranteed Obligations shall prove to have been or shall become void or unenforceable against the Supplier for any reason whatsoever, the Guarantor shall nevertheless be liable in respect of that purported obligation or liability as if the same were fully valid and enforceable and the Guarantor were principal debtor in respect thereof; and the rights of the Beneficiary against the Guarantor under this Deed of Guarantee are in addition to, shall not be affected by and shall not prejudice, any other security, guarantee, indemnity or other rights or remedies available to the Beneficiary. The Beneficiary shall be entitled to exercise its rights and to make demands on the Guarantor under this Deed of Guarantee as often as it wishes and the making of a demand (whether effective, partial or defective) in respect of the breach or non performance by the Supplier of any Guaranteed Obligation shall not preclude the Beneficiary from making a further demand in respect of the same or some other default in respect of the same Guaranteed Obligation. The Beneficiary shall not be obliged before taking steps to enforce this Deed of Guarantee against the Guarantor to obtain judgment against the Supplier or the Guarantor or any third party in any court, or to make or file any claim in a bankruptcy or liquidation of the Supplier or any third party, or to take any action whatsoever against the Supplier or the Guarantor or any third party or to resort to any other security or guarantee or other means of payment. No action (or inaction) by the Beneficiary in respect of any such security, guarantee or other means of payment shall prejudice or affect the liability of the Guarantor hereunder. The Beneficiary's rights under this Deed of Guarantee are cumulative and not exclusive of any rights provided by law and may be exercised from time to time and as often as the Beneficiary deems expedient. Any waiver by the Beneficiary of any terms of this Deed of Guarantee, or of any Guaranteed Obligations shall only be effective if given in writing and then only for the purpose and upon the terms and conditions, if any, on which it is given. Any release, discharge or settlement between the Guarantor and the Beneficiary shall be conditional upon no security, disposition or payment to the Beneficiary by the Guarantor or any other person being void, set aside or ordered to be refunded pursuant to any enactment or law relating to liquidation, administration or insolvency or for any other reason whatsoever and if such condition shall not be fulfilled the Beneficiary shall be entitled to enforce this Deed of Guarantee subsequently as if such release, discharge or settlement had not occurred and any such payment had not been made. The Beneficiary shall be entitled to retain this security after as well as before the payment, discharge or satisfaction of all monies, obligations and liabilities that are or may become due owing or incurred to the Beneficiary from the Guarantor for such period as the Beneficiary may determine.

Appears in 2 contracts

Samples: Cooperation Agreement, Cooperation Agreement

BENEFICIARY'S PROTECTIONS. The Guarantor shall not be discharged or released from this Deed of Guarantee by any arrangement made between the Supplier and the Beneficiary (whether or not such arrangement is made with or without the assent of the Guarantor) or by any amendment to or termination of the Guaranteed Agreement or by any forbearance or indulgence whether as to payment, time, performance or otherwise granted by the Beneficiary in relation thereto (whether or not such amendment, termination, forbearance or indulgence is made with or without the assent of the Guarantor) or by the Beneficiary doing (or omitting to do) any other matter or thing which but for this provision might exonerate the Guarantor. This Deed of Guarantee shall be a continuing security for the Guaranteed Obligations and accordingly: it shall not be discharged, reduced or otherwise affected by any partial performance (except to the extent of such partial performance) by the Supplier of the Guaranteed Obligations or by any omission or delay on the part of the Beneficiary in exercising its rights under this Deed of Guarantee; it shall not be affected by any dissolution, amalgamation, reconstruction, reorganisation, change in status, function, control or ownership, insolvency, liquidation, administration, appointment of a receiver, voluntary arrangement, any legal limitation or other incapacity, of the Supplier, the Beneficiary, the Guarantor or any other person; if, for any reason, any of the Guaranteed Obligations shall prove to have been or shall become void or unenforceable against the Supplier for any reason whatsoever, the Guarantor shall nevertheless be liable in respect of that purported obligation or liability as if the same were fully valid and enforceable and the Guarantor were principal debtor in respect thereof; and the rights of the Beneficiary against the Guarantor under this Deed of Guarantee are in addition to, shall not be affected by and shall not prejudice, any other security, guarantee, indemnity or other rights or remedies available to the Beneficiary. The Beneficiary shall be entitled to exercise its rights and to make demands on the Guarantor under this Deed of Guarantee as often as it wishes and the making of a demand (whether effective, partial or defective) in respect of the breach or non non- performance by the Supplier of any Guaranteed Obligation shall not preclude the Beneficiary from making a further demand in respect of the same or some other default in respect of the same Guaranteed Obligation. The Beneficiary shall not be obliged before taking steps to enforce this Deed of Guarantee against the Guarantor to obtain judgment against the Supplier or the Guarantor or any third party in any court, or to make or file any claim in a bankruptcy or liquidation of the Supplier or any third party, or to take any action whatsoever against the Supplier or the Guarantor or any third party or to resort to any other security or guarantee or other means of payment. No action (or inaction) by the Beneficiary in respect of any such security, guarantee or other means of payment shall prejudice or affect the liability of the Guarantor hereunder. The Beneficiary's rights under this Deed of Guarantee are cumulative and not exclusive of any rights provided by law and may be exercised from time to time and as often as the Beneficiary deems expedient. Any waiver by the Beneficiary of any terms of this Deed of Guarantee, or of any Guaranteed Obligations shall only be effective if given in writing and then only for the purpose and upon the terms and conditions, if any, on which it is given. Any release, discharge or settlement between the Guarantor and the Beneficiary shall be conditional upon no security, disposition or payment to the Beneficiary by the Guarantor or any other person being void, set aside or ordered to be refunded pursuant to any enactment or law relating to liquidation, administration or insolvency or for any other reason whatsoever and if such condition shall not be fulfilled the Beneficiary shall be entitled to enforce this Deed of Guarantee subsequently as if such release, discharge or settlement had not occurred and any such payment had not been made. The Beneficiary shall be entitled to retain this security after as well as before the payment, discharge or satisfaction of all monies, obligations and liabilities that are or may become due owing or incurred to the Beneficiary from the Guarantor for such period as the Beneficiary may determine.

Appears in 2 contracts

Samples: Health and Social Care, Health and Social Care

BENEFICIARY'S PROTECTIONS. The Guarantor shall will not be discharged or released from this Deed of Guarantee by by: ● any arrangement made between the Supplier and the Beneficiary Buyer (whether or not such arrangement is made with or without the assent of the Guarantor) or by any amendment to or termination of the Guaranteed Agreement or by Call-Off Contract ● any forbearance or indulgence whether as to payment, time, performance or otherwise granted by the Beneficiary in relation thereto Buyer (whether or not such amendment, termination, forbearance or indulgence is made with or without the assent of the Guarantor) or by the Beneficiary Buyer doing (or omitting to do) any other matter or thing which anything which, but for this provision provision, might exonerate the Guarantor. Guarantor This Deed of Guarantee shall will be a continuing security for the Guaranteed Obligations and accordingly: it shall will not be discharged, reduced or otherwise affected by any partial performance (except to the extent of such partial performance) by the Supplier of the Guaranteed Obligations or by any omission or delay on the part of the Beneficiary Buyer in exercising its rights under this Deed of Guarantee; Guarantee ● it shall will not be affected by any dissolution, amalgamation, reconstruction, reorganisation, change in status, function, control or ownership, insolvency, liquidation, administration, appointment of a receiver, voluntary arrangement, any legal limitation or other incapacity, of the Supplier, the BeneficiaryBuyer, the Guarantor or any other person; person ● if, for any reason, any of the Guaranteed Obligations shall prove to have been or shall become is void or unenforceable against the Supplier for any reason whatsoeverSupplier, the Guarantor shall nevertheless will be liable in respect of for that purported obligation or liability as if the same were fully valid and enforceable and the Guarantor were principal debtor in respect thereof; and the rights of the Beneficiary Buyer against the Guarantor under this Deed of Guarantee are in addition to, shall will not be affected by and shall will not prejudice, any other security, guarantee, indemnity or other rights or remedies available to the Beneficiary. Buyer The Beneficiary shall Buyer will be entitled to exercise its rights and to make demands on the Guarantor under this Deed of Guarantee as often as it wishes and the wishes. The making of a demand (whether effective, partial or defective) in respect of relating to the breach or non non-performance by the Supplier of any Guaranteed Obligation shall will not preclude the Beneficiary Buyer from making a further demand in respect of relating to the same or some other default in respect of Default regarding the same Guaranteed Obligation. The Beneficiary shall Buyer will not be obliged before taking steps to enforce this Deed of Guarantee against the Guarantor to to: ● obtain judgment against the Supplier or the Guarantor or any third party in any court, or to court ● make or file any claim in a bankruptcy or liquidation of the Supplier or any third party, or to party ● take any action whatsoever against the Supplier or the Guarantor or any third party or to resort to any other security or guarantee or other means of payment. No action (or inaction) by the Beneficiary in respect of Buyer relating to any such security, guarantee or other means of payment shall will prejudice or affect the liability of the Guarantor hereunderGuarantor. The BeneficiaryBuyer's rights under this Deed of Guarantee are cumulative and not exclusive of any rights provided by law and Law. The Buyer’s rights may be exercised from time to time and as often as the Beneficiary Buyer deems expedient. Any waiver by the Beneficiary Buyer of any terms of this Deed of Guarantee, or of any Guaranteed Obligations shall Obligations, will only be effective if given in writing and then only for the purpose and upon the terms and conditions, if any, conditions on which it is given. Any release, discharge or settlement between the Guarantor and the Beneficiary shall Buyer will be conditional upon no security, disposition or payment to the Beneficiary Buyer by the Guarantor or any other person being void, set aside or ordered to be refunded pursuant to following any enactment or law Law relating to liquidation, administration or insolvency or for any other reason whatsoever and if reason. If such condition shall will not be fulfilled fulfilled, the Beneficiary shall Buyer will be entitled to enforce this Deed of Guarantee subsequently as if such release, discharge or settlement had not occurred and any such payment had not been made. The Beneficiary shall Buyer will be entitled to retain this security before and after as well as before the payment, discharge or satisfaction of all monies, obligations and liabilities that are or may become due owing or incurred to the Beneficiary Buyer from the Guarantor for such period as the Beneficiary Buyer may determine.

Appears in 2 contracts

Samples: Off Contract, Off Contract

BENEFICIARY'S PROTECTIONS. The Guarantor shall not be discharged or released from this Deed of Guarantee by any arrangement made between the Supplier and the Beneficiary (whether or not such arrangement is made with or without the assent of the Guarantor) or by any amendment to or termination of the Guaranteed Agreement or by any forbearance or indulgence whether as to payment, time, performance or otherwise granted by the Beneficiary in relation thereto (whether or not such amendment, termination, forbearance or indulgence is made with or without the assent of the Guarantor) or by the Beneficiary doing (or omitting to do) any other matter or thing which but for this provision might exonerate the Guarantor. This Deed of Guarantee shall be a continuing security for the Guaranteed Obligations and accordingly: it shall not be discharged, reduced or otherwise affected discharged by any partial performance (except to the extent of such partial performance) by the Supplier of the Guaranteed Obligations or by any omission or delay on the part of the Beneficiary in exercising its rights under this Deed of Guarantee; it shall not be affected by any dissolution, amalgamation, reconstruction, reorganisation, change in status, function, control or ownership, insolvency, liquidation, administration, appointment of a receiver, voluntary arrangement, any legal limitation arrangement or other incapacity, of the Supplier, the Beneficiary, the Guarantor or any other person; if, for any reason, any of the Guaranteed Obligations shall prove to have been or shall become void or unenforceable against the Supplier Contractor for any reason whatsoever, the Guarantor shall nevertheless be liable in respect of that purported obligation or liability as if the same were fully valid and enforceable and the Guarantor were principal debtor in respect thereof; and the rights of the Beneficiary against the Guarantor under this Deed of Guarantee are in addition to, shall not be affected by and shall not prejudice, any other security, guarantee, indemnity or other rights or remedies available to the Beneficiary. The Beneficiary shall be entitled to exercise its rights and to make demands on the Guarantor under this Deed of Guarantee as often as it wishes and the making of a demand (whether effective, partial or defective) in respect of the breach or non non-performance by the Supplier of any Guaranteed Obligation shall not preclude the Beneficiary from making a further demand in respect of the same or some other default in respect of the same Guaranteed Obligation. The Beneficiary shall not be obliged before taking steps to enforce this Deed of Guarantee against the Guarantor to obtain judgment against the Supplier or the Guarantor or any third party in any court, or to make or file any claim in a bankruptcy or liquidation of the Supplier or any third party, or to take any action whatsoever against the Supplier or the Guarantor or any third party or to resort to any other security or guarantee or other means of payment. No action (or inaction) by the Beneficiary in respect of any such security, guarantee or other means of payment shall prejudice or affect the liability of the Guarantor hereunder. The Beneficiary's rights under this Deed of Guarantee are cumulative and not exclusive of any rights provided by law and may be exercised from time to time and as often as the Beneficiary deems expedient. Any waiver by the Beneficiary of any terms of this Deed of Guarantee, or of any Guaranteed Obligations shall only be effective if given in writing and then only for the purpose and upon the terms and conditions, if any, on which it is given. Any release, discharge or settlement between the Guarantor and the Beneficiary shall be conditional upon no security, disposition or payment to the Beneficiary by the Guarantor or any other person being void, set aside or ordered to be refunded pursuant to any enactment or law relating to liquidation, administration or insolvency or for any other reason whatsoever and if such condition shall not be fulfilled the Beneficiary shall be entitled to enforce this Deed of Guarantee subsequently as if such release, discharge or settlement had not occurred and any such payment had not been made. The Beneficiary shall be entitled to retain this security after as well as before the payment, discharge or satisfaction of all monies, obligations and liabilities that are or may become due owing or incurred to the Beneficiary from the Guarantor for such period as the Beneficiary may determine.

Appears in 2 contracts

Samples: Framework Agreement, data.gov.uk

BENEFICIARY'S PROTECTIONS. The Guarantor shall will not be discharged or released from this Deed of Guarantee by by: • any arrangement made between the Supplier and the Beneficiary Buyer (whether or not such arrangement is made with or without the assent of the Guarantor) or by any amendment to or termination of the Guaranteed Agreement or by Call-Off Contract • any forbearance or indulgence whether as to payment, time, performance or otherwise granted by the Beneficiary in relation thereto Buyer (whether or not such amendment, termination, forbearance or indulgence is made with or without the assent of the Guarantor) or by the Beneficiary Buyer doing (or omitting to do) any other matter or thing which anything which, but for this provision provision, might exonerate the Guarantor. Guarantor This Deed of Guarantee shall will be a continuing security for the Guaranteed Obligations and accordingly: it shall will not be discharged, reduced or otherwise affected by any partial performance (except to the extent of such partial performance) by the Supplier of the Guaranteed Obligations or by any omission or delay on the part of the Beneficiary Buyer in exercising its rights under this Deed of Guarantee; Guarantee • it shall will not be affected by any dissolution, amalgamation, reconstruction, reorganisation, change in status, function, control or ownership, insolvency, liquidation, administration, appointment of a receiver, voluntary arrangement, any legal limitation or other incapacity, of the Supplier, the BeneficiaryBuyer, the Guarantor or any other person; person • if, for any reason, any of the Guaranteed Obligations shall prove to have been or shall become is void or unenforceable against the Supplier for any reason whatsoeverSupplier, the Guarantor shall nevertheless will be liable in respect of for that purported obligation or liability as if the same were fully valid and enforceable and the Guarantor were principal debtor in respect thereof; and the rights of the Beneficiary Buyer against the Guarantor under this Deed of Guarantee are in addition to, shall will not be affected by and shall will not prejudice, any other security, guarantee, indemnity or other rights or remedies available to the Beneficiary. Buyer The Beneficiary shall Buyer will be entitled to exercise its rights and to make demands on the Guarantor under this Deed of Guarantee as often as it wishes and the wishes. The making of a demand (whether effective, partial or defective) in respect of relating to the breach or non non-performance by the Supplier of any Guaranteed Obligation shall will not preclude the Beneficiary Buyer from making a further demand in respect of relating to the same or some other default in respect of Default regarding the same Guaranteed Obligation. The Beneficiary shall Buyer will not be obliged before taking steps to enforce this Deed of Guarantee against the Guarantor to to: • obtain judgment against the Supplier or the Guarantor or any third party in any court, or to court • make or file any claim in a bankruptcy or liquidation of the Supplier or any third party, or to party • take any action whatsoever against the Supplier or the Guarantor or any third party or to resort to any other security or guarantee or other means of payment. No action (or inaction) by the Beneficiary in respect of Buyer relating to any such security, guarantee or other means of payment shall will prejudice or affect the liability of the Guarantor hereunderGuarantor. The BeneficiaryBuyer's rights under this Deed of Guarantee are cumulative and not exclusive of any rights provided by law and Law. The Buyer’s rights may be exercised from time to time and as often as the Beneficiary Buyer deems expedient. Any waiver by the Beneficiary Buyer of any terms of this Deed of Guarantee, or of any Guaranteed Obligations shall Obligations, will only be effective if given in writing and then only for the purpose and upon the terms and conditions, if any, conditions on which it is given. Any release, discharge or settlement between the Guarantor and the Beneficiary shall Buyer will be conditional upon no security, disposition or payment to the Beneficiary Buyer by the Guarantor or any other person being void, set aside or ordered to be refunded pursuant to following any enactment or law Law relating to liquidation, administration or insolvency or for any other reason whatsoever and if reason. If such condition shall will not be fulfilled fulfilled, the Beneficiary shall Buyer will be entitled to enforce this Deed of Guarantee subsequently as if such release, discharge or settlement had not occurred and any such payment had not been made. The Beneficiary shall Buyer will be entitled to retain this security before and after as well as before the payment, discharge or satisfaction of all monies, obligations and liabilities that are or may become due owing or incurred to the Beneficiary Buyer from the Guarantor for such period as the Beneficiary Buyer may determine.

Appears in 2 contracts

Samples: Specialist Framework Agreement, assets.publishing.service.gov.uk

BENEFICIARY'S PROTECTIONS. The Guarantor shall not be discharged or released from this Deed of Guarantee by any arrangement made between the Supplier and the Beneficiary Authority (whether or not such arrangement is made with or without the assent of the Guarantor) or by any amendment to or termination of the Guaranteed Agreement or by any forbearance or indulgence whether as to payment, time, performance or otherwise granted by the Beneficiary Authority in relation thereto (whether or not such amendment, termination, forbearance or indulgence is made with or without the assent of the Guarantor) or by the Beneficiary Authority doing (or omitting to do) any other matter or thing which but for this provision might exonerate the Guarantor. This Deed of Guarantee shall be a continuing security for the Guaranteed Obligations and accordingly: it shall not be discharged, reduced or otherwise affected by any partial performance (except to the extent of such partial performance) by the Supplier of the Guaranteed Obligations or by any omission or delay on the part of the Authority or Beneficiary in exercising its rights under this Deed of Guarantee; it shall not be affected by any dissolution, amalgamation, reconstruction, reorganisation, change in status, function, control or ownership, insolvency, liquidation, administration, appointment of a receiver, voluntary arrangement, any legal limitation or other incapacity, of the Supplier, the Authority, the Beneficiary, the Guarantor or any other person; if, for any reason, any of the Guaranteed Obligations shall prove to have been or shall become void or unenforceable against the Supplier for any reason whatsoever, the Guarantor shall nevertheless be liable in respect of that purported obligation or liability as if the same were fully valid and enforceable and the Guarantor were principal debtor in respect thereof; and the rights of the Authority and/ or the Beneficiary against the Guarantor under this Deed of Guarantee are in addition to, shall not be affected by and shall not prejudice, any other security, guarantee, indemnity or other rights or remedies available to the Authority and/ or the Beneficiary. The Beneficiary Authority shall be entitled to exercise its the rights of the Beneficiary and to make demands on the Guarantor under this Deed of Guarantee as often as it wishes and the making of a demand (whether effective, partial or defective) in respect of the breach or non non-performance by the Supplier of any Guaranteed Obligation shall not preclude the Beneficiary Authority from making a further demand on behalf of the Beneficiary in respect of the same or some other default in respect of the same Guaranteed Obligation. The Beneficiary Authority shall not be obliged before taking steps on behalf of the Beneficiary to enforce this Deed of Guarantee against the Guarantor to obtain judgment against the Supplier or the Guarantor or any third party in any court, or to make or file any claim in a bankruptcy or liquidation of the Supplier or any third party, or to take any action whatsoever against the Supplier or the Guarantor or any third party or to resort to any other security or guarantee or other means of payment. No action (or inaction) by the Beneficiary in respect of any such security, guarantee or other means of payment shall prejudice or affect the liability of the Guarantor hereunder. The Beneficiary's rights under this Deed of Guarantee are cumulative and not exclusive of any rights provided by law and may be exercised from time to time and by the Authority as often as the Beneficiary deems expedient. Any waiver by the Beneficiary of any terms of this Deed of Guarantee, or of any Guaranteed Obligations shall only be effective if given in writing and then only for the purpose and upon the terms and conditions, if any, on which it is given. Any release, discharge or settlement between the Guarantor and the Beneficiary shall be conditional upon no security, disposition or payment to the Beneficiary by the Guarantor or any other person being void, set aside or ordered to be refunded pursuant to any enactment or law relating to liquidation, administration or insolvency or for any other reason whatsoever and if such condition shall not be fulfilled the Beneficiary shall be entitled to enforce this Deed of Guarantee subsequently as if such release, discharge or settlement had not occurred and any such payment had not been made. The Beneficiary shall be entitled to retain this security after as well as before the payment, discharge or satisfaction of all monies, obligations and liabilities that are or may become due owing or incurred to the Beneficiary from the Guarantor for such period as the Beneficiary Authority may determinedetermine on behalf of the Beneficiary. GUARANTOR INTENT Without prejudice to the generality of Clause 5 (Beneficiary’s protections), the Guarantor expressly confirms that it intends that this Deed of Guarantee shall extend from time to time to any (however fundamental) variation, increase, extension or addition of or to the Guaranteed Agreement and any associated fees, costs and/or expenses.

Appears in 1 contract

Samples: Commercial Agreement

BENEFICIARY'S PROTECTIONS. The Guarantor shall not be discharged or released from this Deed of Guarantee by any arrangement made between the Supplier and the Beneficiary (whether or not such arrangement is made with or without the assent of the Guarantor) or by any amendment to or termination of the Guaranteed Agreement or by any forbearance or indulgence whether as to payment, time, performance or otherwise granted by the Beneficiary in relation thereto (whether or not such amendment, termination, forbearance or indulgence is made with or without the assent of the Guarantor) or by the Beneficiary doing (or omitting to do) any other matter or thing which but for this provision might exonerate the Guarantor. This Deed of Guarantee shall be a continuing security for the Guaranteed Obligations and accordingly: it shall not be discharged, reduced or otherwise affected by any partial performance (except to the extent of such partial performance) by the Supplier of the Guaranteed Obligations or by any omission or delay on the part of the Beneficiary in exercising its rights under this Deed of Guarantee; it shall not be affected by any dissolution, amalgamation, reconstruction, reorganisation, change in status, function, control or ownership, insolvency, liquidation, administration, appointment of a receiver, voluntary arrangement, any legal limitation or other incapacity, of the Supplier, the Beneficiary, the Guarantor or any other person; if, for any reason, any of the Guaranteed Obligations shall prove to have been or shall become void or unenforceable against the Supplier for any reason whatsoever, the Guarantor shall nevertheless be liable in respect of that purported obligation or liability as if the same were fully valid and enforceable and the Guarantor were principal debtor in respect thereof; and the rights of the Beneficiary against the Guarantor under this Deed of Guarantee are in addition to, shall not be affected by and shall not prejudice, any other security, guarantee, indemnity or other rights or remedies available to the Beneficiary. The Beneficiary shall be entitled to exercise its rights and to make demands on the Guarantor under this Deed of Guarantee as often as it wishes and the making of a demand (whether effective, partial or defective) in respect of the breach or non performance by the Supplier of any Guaranteed Obligation shall not preclude the Beneficiary from making a further demand in respect of the same or some other default in respect of the same Guaranteed Obligation. The Beneficiary shall not be obliged before taking steps to enforce this Deed of Guarantee against the Guarantor to obtain judgment against the Supplier or the Guarantor or any third party in any court, or to make or file any claim in a bankruptcy or liquidation of the Supplier or any third party, or to take any action whatsoever against the Supplier or the Guarantor or any third party or to resort to any other security or guarantee or other means of payment. No action (or inaction) by the Beneficiary in respect of any such security, guarantee or other means of payment shall prejudice or affect the liability of the Guarantor hereunder. The Beneficiary's rights under this Deed of Guarantee are cumulative and not exclusive of any rights provided by law and may be exercised from time to time and as often as the Beneficiary deems expedient. Any waiver by the Beneficiary of any terms of this Deed of Guarantee, or of any Guaranteed Obligations shall only be effective if given in writing and then only for the purpose and upon the terms and conditions, if any, on which it is given. Any release, discharge or settlement between the Guarantor and the Beneficiary shall be conditional upon no security, disposition or payment to the Beneficiary by the Guarantor or any other person being void, set aside or ordered to be refunded pursuant to any enactment or law relating to liquidation, administration or insolvency or for any other reason whatsoever and if such condition shall not be fulfilled the Beneficiary shall be entitled to enforce this Deed of Guarantee subsequently as if such release, discharge or settlement had not occurred and any such payment had not been made. The Beneficiary shall be entitled to retain this security after as well as before the payment, discharge or satisfaction of all monies, obligations and liabilities that are or may become due owing or incurred to the Beneficiary from the Guarantor for such period as the Beneficiary may determine. Guarantor Intent Without prejudice to the generality of clause 5 (Beneficiary's protections), the Guarantor expressly confirms that it intends that this Deed of Guarantee shall extend from time to time to any (however fundamental) variation, increase, extension or addition of or to the Guaranteed Agreement and any associated fees, costs and/or expenses.

Appears in 1 contract

Samples: www.bcgrowthhub.com

BENEFICIARY'S PROTECTIONS. The Guarantor shall not be discharged or released from this Deed of Guarantee by any arrangement made between the Supplier Service Provider and the Beneficiary (whether or not such arrangement is made with or without the assent of the Guarantor) or by any amendment to or termination of the Guaranteed Agreement or by any forbearance or indulgence whether as to payment, time, performance or otherwise granted by the Beneficiary in relation thereto (whether or not such amendment, termination, forbearance or indulgence is made with or without the assent of the Guarantor) or by the Beneficiary doing (or omitting to do) any other matter or thing which but for this provision might exonerate the Guarantor. This Deed of Guarantee shall be a continuing security for the Guaranteed Obligations and accordingly: it shall not be discharged, reduced or otherwise affected discharged by any partial performance (except to the extent of such partial performance) by the Supplier Service Provider of the Guaranteed Obligations or by any omission or delay on the part of the Beneficiary in exercising its rights under this Deed of Guarantee; it shall not be affected by any dissolution, amalgamation, reconstruction, reorganisation, change in status, function, control or ownership, insolvency, liquidation, administration, appointment of a receiver, voluntary arrangement, any legal limitation arrangement or other incapacity, of the SupplierService Provider, the Beneficiary, the Guarantor or any other person; if, for any reason, any of the Guaranteed Obligations shall prove to have been or shall become void or unenforceable against the Supplier Service Provider for any reason whatsoever, the Guarantor shall nevertheless be liable in respect of that purported obligation or liability as if the same were fully valid and enforceable and the Guarantor were principal debtor in respect thereof; and the rights of the Beneficiary against the Guarantor under this Deed of Guarantee are in addition to, shall not be affected by and shall not prejudice, prejudice any other security, guarantee, indemnity or other rights or remedies available to the Beneficiary. The Beneficiary shall be entitled to exercise its rights and to make demands on the Guarantor under this Deed of Guarantee as often as it wishes and the making of a demand (whether effective, partial or defective) in respect of the breach or non performance by the Supplier Service Provider of any Guaranteed Obligation shall not preclude the Beneficiary from making a further demand in respect of the same or some other default Approval in respect of the same Guaranteed Obligation. The Beneficiary shall not be obliged before taking steps to enforce this Deed of Guarantee against the Guarantor to obtain judgment against the Supplier Service Provider or the Guarantor or any third party in any court, or to make or file any claim in a bankruptcy or liquidation of the Supplier Service Provider or any third party, or to take any action whatsoever against the Supplier Service Provider or the Guarantor or any third party or to resort to any other security or guarantee or other means of payment. No action (or inaction) by the Beneficiary in respect of any such security, guarantee or other means of payment shall prejudice or affect the liability of the Guarantor hereunder. The Beneficiary's rights under this Deed of Guarantee are cumulative and not exclusive of any rights provided by law Law and may be exercised from time to time and as often as the Beneficiary deems expedient. Any waiver by the Beneficiary of any terms of this Deed of Guarantee, or of any Guaranteed Obligations shall only be effective if given in writing and then only for the purpose and upon the terms and conditions, if any, on which it is given. Any release, discharge or settlement between the Guarantor and the Beneficiary shall be conditional upon no security, disposition or payment to the Beneficiary by the Guarantor or any other person being void, set aside or ordered to be refunded pursuant to any enactment or law Law relating to liquidation, administration or insolvency or for any other reason whatsoever and if such condition shall not be fulfilled the Beneficiary shall be entitled to enforce this Deed of Guarantee subsequently as if such release, discharge or settlement had not occurred and any such payment had not been made. The Beneficiary shall be entitled to retain this security after as well as before the payment, discharge or satisfaction of all monies, obligations and liabilities that are or may become due owing or incurred to the Beneficiary from the Guarantor for such period as the Beneficiary may determine.

Appears in 1 contract

Samples: Framework Agreement

BENEFICIARY'S PROTECTIONS. The Guarantor shall will not be discharged or released from this Deed of Guarantee by by: ● any arrangement made between the Supplier and the Beneficiary Buyer (whether or not such arrangement is made with or without the assent of the Guarantor) or by any amendment to or termination of the Guaranteed Agreement or by Call-Off Contract ● any forbearance or indulgence whether as to payment, time, performance or otherwise granted by the Beneficiary in relation thereto Buyer (whether or not such amendment, termination, forbearance or indulgence is made with or without the assent of the Guarantor) or by Digital Outcomes and Specialists 2 Framework Agreement Call-off Contract 15 ● the Beneficiary Buyer doing (or omitting to do) any other matter or thing which anything which, but for this provision provision, might exonerate the Guarantor. Guarantor This Deed of Guarantee shall will be a continuing security for the Guaranteed Obligations and accordingly: it shall will not be discharged, reduced or otherwise affected by any partial performance (except to the extent of such partial performance) by the Supplier of the Guaranteed Obligations or by any omission or delay on the part of the Beneficiary Buyer in exercising its rights under this Deed of Guarantee; Guarantee ● it shall will not be affected by any dissolution, amalgamation, reconstruction, reorganisation, change in status, function, control or ownership, insolvency, liquidation, administration, appointment of a receiver, voluntary arrangement, any legal limitation or other incapacity, of the Supplier, the BeneficiaryBuyer, the Guarantor or any other person; person ● if, for any reason, any of the Guaranteed Obligations shall prove to have been or shall become is void or unenforceable against the Supplier for any reason whatsoeverSupplier, the Guarantor shall nevertheless will be liable in respect of for that purported obligation or liability as if the same were fully valid and enforceable and the Guarantor were principal debtor in respect thereof; and the rights of the Beneficiary Buyer against the Guarantor under this Deed of Guarantee are in addition to, shall will not be affected by and shall will not prejudice, any other security, guarantee, indemnity or other rights or remedies available to the Beneficiary. Buyer The Beneficiary shall Buyer will be entitled to exercise its rights and to make demands on the Guarantor under this Deed of Guarantee as often as it wishes and the wishes. The making of a demand (whether effective, partial or defective) in respect of relating to the breach or non non-performance by the Supplier of any Guaranteed Obligation shall will not preclude the Beneficiary Buyer from making a further demand in respect of relating to the same or some other default in respect of Default regarding the same Guaranteed Obligation. The Beneficiary shall Buyer will not be obliged before taking steps to enforce this Deed of Guarantee against the Guarantor to to: ● obtain judgment against the Supplier or the Guarantor or any third party in any court, or to court ● make or file any claim in a bankruptcy or liquidation of the Supplier or any third party, or to party ● take any action whatsoever against the Supplier or the Guarantor or any third party or to resort to any other security or guarantee or other means of payment. No action (or inaction) by the Beneficiary in respect of Buyer relating to any such security, guarantee or other means of payment shall will prejudice or affect the liability of the Guarantor hereunderGuarantor. The BeneficiaryBuyer's rights under this Deed of Guarantee are cumulative and not exclusive of any rights provided by law and Law. The Buyer’s rights may be exercised from time to time and as often as the Beneficiary Buyer deems expedient. Any waiver by the Beneficiary Buyer of any terms of this Deed of Guarantee, or of any Guaranteed Obligations shall Obligations, will only be effective if given in writing and then only for the purpose and upon the terms and conditions, if any, conditions on which it is given. Any release, discharge or settlement between the Guarantor and the Beneficiary shall Buyer will be conditional upon no security, disposition or payment to the Beneficiary Buyer by the Guarantor or any other person being void, set aside or ordered to be refunded pursuant to following any enactment or law Law relating to liquidation, administration or insolvency or for any other reason whatsoever and if reason. If such condition shall will not be fulfilled fulfilled, the Beneficiary shall Buyer will be entitled to enforce this Deed of Guarantee subsequently as if such release, discharge or settlement had not occurred and any such payment had not been made. The Beneficiary shall Buyer will be entitled to retain this security before and after as well as before the payment, discharge or satisfaction of all monies, obligations and liabilities that are Digital Outcomes and Specialists 2 Framework Agreement Call-off Contract 16 or may become due owing or incurred to the Beneficiary Buyer from the Guarantor for such period as the Beneficiary Buyer may determine.

Appears in 1 contract

Samples: digitalmarketplace.blog.gov.uk

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BENEFICIARY'S PROTECTIONS. The Guarantor shall will not be discharged or released from this Deed deed of Guarantee by guarantee by: ● any arrangement made between the Supplier and the Beneficiary Buyer (whether or not such arrangement is made with or without the assent of the Guarantor) or by any amendment to or termination of the Guaranteed Agreement or by Call-Off Contract ● any forbearance or indulgence whether as to payment, time, performance or otherwise granted by the Beneficiary in relation thereto Buyer (whether or not such amendment, termination, forbearance or indulgence is made with or without the assent of the Guarantor) or by the Beneficiary Buyer doing (or omitting to do) any other matter or thing which anything which, but for this provision provision, might exonerate the Guarantor. Guarantor This Deed deed of Guarantee shall guarantee will be a continuing security for the Guaranteed Obligations and accordingly: it shall will not be discharged, reduced or otherwise affected by any partial performance (except to the extent of such partial performance) by the Supplier of the Guaranteed Obligations or by any omission or delay on the part of the Beneficiary Buyer in exercising its rights under this Deed deed of Guarantee; guarantee ● it shall will not be affected by any dissolution, amalgamation, reconstruction, reorganisation, change in status, function, control or ownership, insolvency, liquidation, administration, appointment of a receiver, voluntary arrangement, any legal limitation or other incapacity, of the Supplier, the BeneficiaryBuyer, the Guarantor or any other person; person ● if, for any reason, any of the Guaranteed Obligations shall prove to have been or shall become is void or unenforceable against the Supplier for any reason whatsoeverSupplier, the Guarantor shall nevertheless will be liable in respect of for that purported obligation or liability as if the same were fully valid and enforceable and the Guarantor were principal debtor in respect thereof; and the rights of the Beneficiary Buyer against the Guarantor under this Deed deed of Guarantee guarantee are in addition to, shall will not be affected by and shall will not prejudice, any other security, guarantee, indemnity or other rights or remedies available to the Beneficiary. Buyer The Beneficiary shall Buyer will be entitled to exercise its rights and to make demands on the Guarantor under this Deed deed of Guarantee guarantee as often as it wishes and the wishes. The making of a demand (whether effective, partial or defective) in respect of relating to the breach or non non-performance by the Supplier of any Guaranteed Obligation shall will not preclude the Beneficiary Buyer from making a further demand in respect of relating to the same or some other default in respect of Default regarding the same Guaranteed Obligation. The Beneficiary shall Buyer will not be obliged before taking steps to enforce this Deed deed of Guarantee guarantee against the Guarantor to to: ● obtain judgment against the Supplier or the Guarantor or any third party in any court, or to court ● make or file any claim in a bankruptcy or liquidation of the Supplier or any third party, or to party ● take any action whatsoever against the Supplier or the Guarantor or any third party or to resort to any other security or guarantee or other means of payment. No action (or inaction) by the Beneficiary in respect of Buyer relating to any such security, guarantee or other means of payment shall will prejudice or affect the liability of the Guarantor hereunderGuarantor. The BeneficiaryBuyer's rights under this Deed deed of Guarantee guarantee are cumulative and not exclusive of any rights provided by law and Law. The Buyer’s rights may be exercised from time to time and as often as the Beneficiary Buyer deems expedient. Any waiver by the Beneficiary Buyer of any terms of this Deed deed of Guaranteeguarantee, or of any Guaranteed Obligations shall Obligations, will only be effective if given in writing and then only for the purpose and upon the terms and conditions, if any, conditions on which it is given. Any release, discharge or settlement between the Guarantor and the Beneficiary shall Buyer will be conditional upon no security, disposition or payment to the Beneficiary Buyer by the Guarantor or any other person being void, set aside or ordered to be refunded pursuant to following any enactment or law Law relating to liquidation, administration or insolvency or for any other reason whatsoever and if reason. If such condition shall will not be fulfilled fulfilled, the Beneficiary shall Buyer will be entitled to enforce this Deed deed of Guarantee guarantee subsequently as if such release, discharge or settlement had not occurred and any such payment had not been made. The Beneficiary shall Buyer will be entitled to retain this security before and after as well as before the payment, discharge or satisfaction of all monies, obligations and liabilities that are or may become due owing or incurred to the Beneficiary Buyer from the Guarantor for such period as the Beneficiary Buyer may determine.

Appears in 1 contract

Samples: assets.publishing.service.gov.uk

BENEFICIARY'S PROTECTIONS. The Guarantor shall not be discharged or released from this Deed of Guarantee by any arrangement made between the Supplier and the Beneficiary (whether or not such arrangement is made with or without the assent of the Guarantor) or by any amendment to to, variation, novation, supplement or termination of or to the Guaranteed Agreement or by any forbearance or indulgence whether as to payment, time, performance or otherwise granted by the Beneficiary in relation thereto (whether or not such amendment, variation, novation, supplement, termination, forbearance or indulgence is made with or without the assent of the Guarantor) or by the Beneficiary doing (or omitting to do) any other matter or thing which but for this provision might exonerate the Guarantor. This Deed of Guarantee shall be a continuing security for the Guaranteed Obligations and accordingly: it shall not be discharged, reduced or otherwise affected discharged by any partial performance (except to the extent of such partial performance) by the Supplier of the Guaranteed Obligations or by any omission or delay on the part of the Beneficiary in exercising its rights under this Deed of Guarantee; it shall not be affected by any dissolution, amalgamation, reconstruction, reorganisation, change in status, function, control or ownership, insolvency, liquidation, administration, appointment of a receiver, voluntary arrangement, any legal limitation arrangement or other incapacity, of the Supplier, the Beneficiary, the Guarantor or any other person; if, for any reason, any of the Guaranteed Obligations shall prove to have been or shall become void or unenforceable against the Supplier for any reason whatsoever, the Guarantor shall nevertheless be liable in respect of that purported obligation or liability as if the same were fully valid and enforceable and the Guarantor were principal debtor in respect thereof; and the rights of the Beneficiary against the Guarantor under this Deed of Guarantee are in addition to, shall not be affected by and shall not prejudice, any other security, guarantee, indemnity or other rights or remedies available to the Beneficiary. The Beneficiary shall be entitled to exercise its rights and to make demands on the Guarantor under this Deed of Guarantee as often as it wishes and the making of a demand (whether effective, partial or defective) in respect of the breach or non non-performance by the Supplier of any Guaranteed Obligation shall not preclude the Beneficiary from making a further demand in respect of the same or some other default in respect of the same Guaranteed Obligation. The Beneficiary shall not be obliged before taking steps to enforce this Deed of Guarantee against the Guarantor to obtain judgment against the Supplier or the Guarantor or any third party in any court, or to make or file any claim in a bankruptcy or liquidation of the Supplier or any third party, or to take any action whatsoever against the Supplier or the Guarantor or any third party or to resort to any other security or guarantee or other means of payment. No action (or inaction) by the Beneficiary in respect of any such security, guarantee or other means of payment shall prejudice or affect the liability of the Guarantor hereunder. The Beneficiary's rights under this Deed of Guarantee are cumulative and not exclusive of any rights provided by law and may be exercised from time to time and as often as the Beneficiary deems expedient. Any waiver by the Beneficiary of any terms of this Deed of Guarantee, or of any Guaranteed Obligations shall only be effective if given in writing and then only for the purpose and upon the terms and conditions, if any, on which it is given. Any release, discharge or settlement between the Guarantor and the Beneficiary shall be conditional upon no security, disposition or payment to the Beneficiary by the Guarantor or any other person being void, set aside or ordered to be refunded pursuant to any enactment or law relating to liquidation, administration or insolvency or for any other reason whatsoever and if such condition shall not be fulfilled the Beneficiary shall be entitled to enforce this Deed of Guarantee subsequently as if such release, discharge or settlement had not occurred and any such payment had not been made. The Beneficiary shall be entitled to retain this security after as well as before the payment, discharge or satisfaction of all monies, obligations and liabilities that are or may become due owing or incurred to the Beneficiary from the Guarantor for such period as the Beneficiary may determine.

Appears in 1 contract

Samples: Services Framework Agreement

BENEFICIARY'S PROTECTIONS. The Guarantor shall will not be discharged or released from this Deed deed of Guarantee by guarantee by: • any arrangement made between the Supplier and the Beneficiary Buyer (whether or not such arrangement is made with or without the assent of the Guarantor) or by any amendment to or termination of the Guaranteed Agreement or by Call-Off Contract • any forbearance or indulgence whether as to payment, time, performance or otherwise granted by the Beneficiary in relation thereto Buyer (whether or not such amendment, termination, forbearance or indulgence is made with or without the assent of the Guarantor) or by the Beneficiary Buyer doing (or omitting to do) any other matter or thing which anything which, but for this provision provision, might exonerate the Guarantor. Guarantor This Deed deed of Guarantee shall guarantee will be a continuing security for the Guaranteed Obligations and accordingly: it shall will not be discharged, reduced or otherwise affected by any partial performance (except to the extent of such partial performance) by the Supplier of the Guaranteed Obligations or by any omission or delay on the part of the Beneficiary Buyer in exercising its rights under this Deed deed of Guarantee; guarantee • it shall will not be affected by any dissolution, amalgamation, reconstruction, reorganisation, change in status, function, control or ownership, insolvency, liquidation, administration, appointment of a receiver, voluntary arrangement, any legal limitation or other incapacity, of the Supplier, the BeneficiaryBuyer, the Guarantor or any other person; person • if, for any reason, any of the Guaranteed Obligations shall prove to have been or shall become is void or unenforceable against the Supplier for any reason whatsoeverSupplier, the Guarantor shall nevertheless will be liable in respect of for that purported obligation or liability as if the same were fully valid and enforceable and the Guarantor were principal debtor in respect thereof; and the rights of the Beneficiary Buyer against the Guarantor under this Deed deed of Guarantee guarantee are in addition to, shall will not be affected by and shall will not prejudice, any other security, guarantee, indemnity or other rights or remedies available to the Beneficiary. Buyer The Beneficiary shall Buyer will be entitled to exercise its rights and to make demands on the Guarantor under this Deed deed of Guarantee guarantee as often as it wishes and the wishes. The making of a demand (whether effective, partial or defective) in respect of relating to the breach or non non-performance by the Supplier of any Guaranteed Obligation shall will not preclude the Beneficiary Buyer from making a further demand in respect of relating to the same or some other default in respect of Default regarding the same Guaranteed Obligation. The Beneficiary shall Buyer will not be obliged before taking steps to enforce this Deed deed of Guarantee guarantee against the Guarantor to to: • obtain judgment against the Supplier or the Guarantor or any third party in any court, or to court • make or file any claim in a bankruptcy or liquidation of the Supplier or any third party, or to party • take any action whatsoever against the Supplier or the Guarantor or any third party or to resort to any other security or guarantee or other means of payment. No action (or inaction) by the Beneficiary in respect of Buyer relating to any such security, guarantee or other means of payment shall will prejudice or affect the liability of the Guarantor hereunderGuarantor. The BeneficiaryBuyer's rights under this Deed deed of Guarantee guarantee are cumulative and not exclusive of any rights provided by law and Law. The Buyer’s rights may be exercised from time to time and as often as the Beneficiary Buyer deems expedient. Any waiver by the Beneficiary Buyer of any terms of this Deed deed of Guaranteeguarantee, or of any Guaranteed Obligations shall Obligations, will only be effective if given in writing and then only for the purpose and upon the terms and conditions, if any, conditions on which it is given. Any release, discharge or settlement between the Guarantor and the Beneficiary shall Buyer will be conditional upon no security, disposition or payment to the Beneficiary Buyer by the Guarantor or any other person being void, set aside or ordered to be refunded pursuant to following any enactment or law Law relating to liquidation, administration or insolvency or for any other reason whatsoever and if reason. If such condition shall will not be fulfilled fulfilled, the Beneficiary shall Buyer will be entitled to enforce this Deed deed of Guarantee guarantee subsequently as if such release, discharge or settlement had not occurred and any such payment had not been made. The Beneficiary shall Buyer will be entitled to retain this security before and after as well as before the payment, discharge or satisfaction of all monies, obligations and liabilities that are or may become due owing or incurred to the Beneficiary Buyer from the Guarantor for such period as the Beneficiary Buyer may determine.

Appears in 1 contract

Samples: assets.publishing.service.gov.uk

BENEFICIARY'S PROTECTIONS. The Guarantor shall not be discharged or released from this Deed of Guarantee by any arrangement made between the Supplier and the Beneficiary (whether or not such arrangement is made with or without the assent of the Guarantor) or by any amendment to or termination of the Guaranteed Agreement or by any forbearance or indulgence whether as to payment, time, performance or otherwise granted by the Beneficiary in relation thereto (whether or not such amendment, termination, forbearance or indulgence is made with or without the assent of the Guarantor) or by the Beneficiary doing (or omitting to do) any other matter or thing which but for this provision might exonerate the Guarantor. This Deed of Guarantee shall be a continuing security for the Guaranteed Obligations and accordingly: it shall not be discharged, reduced or otherwise affected by any partial performance (except to the extent of such partial performance) by the Supplier of the Guaranteed Obligations or by any omission or delay on the part of the Beneficiary in exercising its rights under this Deed of Guarantee; it shall not be affected by any dissolution, amalgamation, reconstruction, reorganisation, change in status, function, control or ownership, insolvency, liquidation, administration, appointment of a receiver, voluntary arrangement, any legal limitation or other incapacity, of the Supplier, the Beneficiary, the Guarantor or any other person; if, for any reason, any of the Guaranteed Obligations shall prove to have been or shall become void or unenforceable against the Supplier for any reason whatsoever, the Guarantor shall nevertheless be liable in respect of that purported obligation or liability as if the same were fully valid and enforceable and the Guarantor were principal debtor in respect thereof; and the rights of the Beneficiary against the Guarantor under this Deed of Guarantee are in addition to, shall not be affected by and shall not prejudice, any other security, guarantee, indemnity or other rights or remedies available to the Beneficiary. The Beneficiary shall be entitled to exercise its rights and to make demands on the Guarantor under this Deed of Guarantee as often as it wishes and the making of a demand (whether effective, partial or defective) in respect of the breach or non non-performance by the Supplier of any Guaranteed Obligation shall not preclude the Beneficiary from making a further demand in respect of the same or some other default in respect of the same Guaranteed Obligation. The Beneficiary shall not be obliged before taking steps to enforce this Deed of Guarantee against the Guarantor to obtain judgment against the Supplier or the Guarantor or any third party in any court, or to make or file any claim in a bankruptcy or liquidation of the Supplier or any third party, or to take any action whatsoever against the Supplier or the Guarantor or any third party or to resort to any other security or guarantee or other means of payment. No action (or inaction) by the Beneficiary in respect of any such security, guarantee or other means of payment shall prejudice or affect the liability of the Guarantor hereunder. The Beneficiary's rights under this Deed of Guarantee are cumulative and not exclusive of any rights provided by law and may be exercised from time to time and as often as the Beneficiary deems expedient. Any waiver by the Beneficiary of any terms of this Deed of Guarantee, or of any Guaranteed Obligations shall only be effective if given in writing and then only for the purpose and upon the terms and conditions, if any, on which it is given. Any release, discharge or settlement between the Guarantor and the Beneficiary shall be conditional upon no security, disposition or payment to the Beneficiary by the Guarantor or any other person being void, set aside or ordered to be refunded pursuant to any enactment or law relating to liquidation, administration or insolvency or for any other reason whatsoever and if such condition shall not be fulfilled the Beneficiary shall be entitled to enforce this Deed of Guarantee subsequently as if such release, discharge or settlement had not occurred and any such payment had not been made. The Beneficiary shall be entitled to retain this security after as well as before the payment, discharge or satisfaction of all monies, obligations and liabilities that are or may become due owing or incurred to the Beneficiary from the Guarantor for such period as the Beneficiary may determine.

Appears in 1 contract

Samples: Dynamic Marketplace Agreement

BENEFICIARY'S PROTECTIONS. The Guarantor shall will not be discharged or released from this Deed of Guarantee by by: ● any arrangement made between the Supplier and the Beneficiary Buyer (whether or not such arrangement is made with or without the assent of the Guarantor) or by any amendment to or termination of the Guaranteed Agreement or by Call-Off Contract ● any forbearance or indulgence whether as to payment, time, performance or otherwise granted by the Beneficiary in relation thereto Buyer (whether or not such amendment, termination, forbearance or indulgence is made with or without the assent of the Guarantor) or by Digital Outcomes and Specialists 2 Framework Agreement Call-off Contract 14 ● the Beneficiary Buyer doing (or omitting to do) any other matter or thing which anything which, but for this provision provision, might exonerate the Guarantor. Guarantor This Deed of Guarantee shall will be a continuing security for the Guaranteed Obligations and accordingly: it shall will not be discharged, reduced or otherwise affected by any partial performance (except to the extent of such partial performance) by the Supplier of the Guaranteed Obligations or by any omission or delay on the part of the Beneficiary Buyer in exercising its rights under this Deed of Guarantee; Guarantee ● it shall will not be affected by any dissolution, amalgamation, reconstruction, reorganisation, change in status, function, control or ownership, insolvency, liquidation, administration, appointment of a receiver, voluntary arrangement, any legal limitation or other incapacity, of the Supplier, the BeneficiaryBuyer, the Guarantor or any other person; person ● if, for any reason, any of the Guaranteed Obligations shall prove to have been or shall become is void or unenforceable against the Supplier for any reason whatsoeverSupplier, the Guarantor shall nevertheless will be liable in respect of for that purported obligation or liability as if the same were fully valid and enforceable and the Guarantor were principal debtor in respect thereof; and the rights of the Beneficiary Buyer against the Guarantor under this Deed of Guarantee are in addition to, shall will not be affected by and shall will not prejudice, any other security, guarantee, indemnity or other rights or remedies available to the Beneficiary. Buyer The Beneficiary shall Buyer will be entitled to exercise its rights and to make demands on the Guarantor under this Deed of Guarantee as often as it wishes and the wishes. The making of a demand (whether effective, partial or defective) in respect of relating to the breach or non non-performance by the Supplier of any Guaranteed Obligation shall will not preclude the Beneficiary Buyer from making a further demand in respect of relating to the same or some other default in respect of Default regarding the same Guaranteed Obligation. The Beneficiary shall Buyer will not be obliged before taking steps to enforce this Deed of Guarantee against the Guarantor to to: ● obtain judgment against the Supplier or the Guarantor or any third party in any court, or to court ● make or file any claim in a bankruptcy or liquidation of the Supplier or any third party, or to party ● take any action whatsoever against the Supplier or the Guarantor or any third party or to resort to any other security or guarantee or other means of payment. No action (or inaction) by the Beneficiary in respect of Buyer relating to any such security, guarantee or other means of payment shall will prejudice or affect the liability of the Guarantor hereunderGuarantor. The BeneficiaryBuyer's rights under this Deed of Guarantee are cumulative and not exclusive of any rights provided by law and Law. The Buyer’s rights may be exercised from time to time and as often as the Beneficiary Buyer deems expedient. Any waiver by the Beneficiary Buyer of any terms of this Deed of Guarantee, or of any Guaranteed Obligations shall Obligations, will only be effective if given in writing and then only for the purpose and upon the terms and conditions, if any, conditions on which it is given. Any release, discharge or settlement between the Guarantor and the Beneficiary shall Buyer will be conditional upon no security, disposition or payment to the Beneficiary Buyer by the Guarantor or any other person being void, set aside or ordered to be refunded pursuant to following any enactment or law Law relating to liquidation, administration or insolvency or for any other reason whatsoever and if reason. If such condition shall will not be fulfilled fulfilled, the Beneficiary shall Buyer will be entitled to enforce this Deed of Guarantee subsequently as if such release, discharge or settlement had not occurred and any such payment had not been made. The Beneficiary shall Buyer will be entitled to retain this security before and after as well as before the payment, discharge or satisfaction of all monies, obligations and liabilities that are Digital Outcomes and Specialists 2 Framework Agreement Call-off Contract 15 or may become due owing or incurred to the Beneficiary Buyer from the Guarantor for such period as the Beneficiary Buyer may determine.

Appears in 1 contract

Samples: digitalmarketplace.blog.gov.uk

BENEFICIARY'S PROTECTIONS. The Guarantor shall not be discharged or released from this Deed of Guarantee by any arrangement made between the Supplier and the Beneficiary (whether or not such arrangement is made with or without the assent of the Guarantor) or by any amendment to or termination of the Guaranteed Agreement or by any forbearance or indulgence whether as to payment, time, performance or otherwise granted by the Beneficiary in relation thereto (whether or not such amendment, termination, forbearance or indulgence is made with or without the assent of the Guarantor) or by the Beneficiary doing (or omitting to do) any other matter or thing which but for this provision might exonerate the Guarantor. This Deed of Guarantee shall be a continuing security Security for the Guaranteed Obligations and accordingly: it shall not be discharged, reduced or otherwise affected discharged by any partial performance (except to the extent of such partial performance) by the Supplier of the Guaranteed Obligations or by any omission or delay on the part of the Beneficiary in exercising its rights under this Deed of Guarantee; it shall not be affected by any dissolution, amalgamation, reconstruction, reorganisation, change in status, function, control or ownership, insolvency, liquidation, administration, appointment of a receiver, voluntary arrangement, any legal limitation arrangement or other incapacity, of the Supplier, the Beneficiary, the Guarantor or any other person; if, for any reason, any of the Guaranteed Obligations shall prove to have been or shall become void or unenforceable against the Supplier for any reason whatsoever, the Guarantor shall nevertheless be liable in respect of that purported obligation or liability as if the same were fully valid and enforceable and the Guarantor were principal debtor in respect thereof; and the rights of the Beneficiary against the Guarantor under this Deed of Guarantee are in addition to, shall not be affected by and shall not prejudice, any other securitySecurity, guarantee, indemnity or other rights or remedies available to the Beneficiary. The Beneficiary shall be entitled to exercise its rights and to make demands on the Guarantor under this Deed of Guarantee as often as it wishes and the making of a demand (whether effective, partial or defective) in respect of the breach or non performance by the Supplier of any Guaranteed Obligation shall not preclude the Beneficiary from making a further demand in respect of the same or some other default in respect of the same Guaranteed Obligation. The Beneficiary shall not be obliged before taking steps to enforce this Deed of Guarantee against the Guarantor to obtain judgment against the Supplier or the Guarantor or any third party in any court, or to make or file any claim in a bankruptcy or liquidation of the Supplier or any third party, or to take any action whatsoever against the Supplier or the Guarantor or any third party or to resort to any other security Security or guarantee or other means of payment. No action (or inaction) by the Beneficiary in respect of any such securitySecurity, guarantee or other means of payment shall prejudice or affect the liability of the Guarantor hereunder. The Beneficiary's rights under this Deed of Guarantee are cumulative and not exclusive of any rights provided by law and may be exercised from time to time and as often as the Beneficiary deems expedient. Any waiver by the Beneficiary of any terms of this Deed of Guarantee, or of any Guaranteed Obligations shall only be effective if given in writing and then only for the purpose and upon the terms and conditions, if any, on which it is given. Any release, discharge or settlement between the Guarantor and the Beneficiary shall be conditional upon no securitySecurity, disposition or payment to the Beneficiary by the Guarantor or any other person being void, set aside or ordered to be refunded pursuant to any enactment or law relating to liquidation, administration or insolvency or for any other reason whatsoever and if such condition shall not be fulfilled the Beneficiary shall be entitled to enforce this Deed of Guarantee subsequently as if such release, discharge or settlement had not occurred and any such payment had not been made. The Beneficiary shall be entitled to retain this security Security after as well as before the payment, discharge or satisfaction of all monies, obligations and liabilities that are or may become due owing or incurred to the Beneficiary from the Guarantor for such period as the Beneficiary may determine.

Appears in 1 contract

Samples: Services Framework Agreement

BENEFICIARY'S PROTECTIONS. The Guarantor shall not be discharged or released from this Deed of Guarantee by any arrangement made between the Supplier and the Beneficiary (whether or not such arrangement is made with or without the assent of the Guarantor) or by any amendment to or termination of the Guaranteed Agreement or by any forbearance or indulgence whether as to payment, time, performance or otherwise granted by the Beneficiary in relation thereto (whether or not such amendment, termination, forbearance or indulgence is made with or without the assent of the Guarantor) or by the Beneficiary doing (or omitting to do) any other matter or thing which but for this provision might exonerate the Guarantor. This Deed of Guarantee shall be a continuing security for the Guaranteed Obligations and accordingly: it shall not be discharged, reduced or otherwise affected by any partial performance (except to the extent of such partial performance) by the Supplier of the Guaranteed Obligations or by any omission or delay on the part of the Beneficiary in exercising its rights under this Deed of Guarantee; it shall not be affected by any dissolution, amalgamation, reconstruction, reorganisation, change in status, function, control or ownership, insolvency, liquidation, administration, appointment of a receiver, voluntary arrangement, any legal limitation or other incapacity, of the Supplier, the Beneficiary, the Guarantor or any other person; if, for any reason, any of the Guaranteed Obligations shall prove to have been or shall become void or unenforceable against the Supplier for any reason whatsoever, the Guarantor shall nevertheless be liable in respect of that purported obligation or liability as if the same were fully valid and enforceable and the Guarantor were principal debtor in respect thereof; and the rights of the Beneficiary against the Guarantor under this Deed of Guarantee are in addition to, shall not be affected by and shall not prejudice, any other security, guarantee, indemnity or other rights or remedies available to the Beneficiary. The Beneficiary shall be entitled to exercise its rights and to make demands on the Guarantor under this Deed of Guarantee as often as it wishes and the making of a demand (whether effective, partial or defective) in respect of the breach or non performance by the Supplier of any Guaranteed Obligation shall not preclude the Beneficiary from making a further demand in respect of the same or some other default in respect of the same Guaranteed Obligation. The Beneficiary shall not be obliged before taking steps to enforce this Deed of Guarantee against the Guarantor to obtain judgment against the Supplier or the Guarantor or any third party in any court, or to make or file any claim in a bankruptcy or liquidation of the Supplier or any third party, or to take any action whatsoever against the Supplier or the Guarantor or any third party or to resort to any other security or guarantee or other means of payment. No action (or inaction) by the Beneficiary in respect of any such security, guarantee or other means of payment shall prejudice or affect the liability of the Guarantor hereunder. The Beneficiary's rights under this Deed of Guarantee are cumulative and not exclusive of any rights provided by law and may be exercised from time to time and as often as the Beneficiary deems expedient. Any waiver by the Beneficiary of any terms of this Deed of Guarantee, or of any Guaranteed Obligations shall only be effective if given in writing and then only for the purpose and upon the terms and conditions, if any, on which it is given. Any release, discharge or settlement between the Guarantor and the Beneficiary shall be conditional upon no security, disposition or payment to the Beneficiary by the Guarantor or any other person being void, set aside or ordered to be refunded pursuant to any enactment or law relating to liquidation, administration or insolvency or for any other reason whatsoever and if such condition shall not be fulfilled the Beneficiary shall be entitled to enforce this Deed of Guarantee subsequently as if such release, discharge or settlement had not occurred and any such payment had not been made. The Beneficiary shall be entitled to retain this security after as well as before the payment, discharge or satisfaction of all monies, obligations and liabilities that are or may become due owing or incurred to the Beneficiary Beneficiary. from the Guarantor for such period as the Beneficiary may determine. GUARANTOR INTENT Without prejudice to the generality of Clause 5 (Beneficiary’s protections), the Guarantor expressly confirms that it intends that this Deed of Guarantee shall extend from time to time to any (however fundamental) variation, increase, extension or addition of or to the Guaranteed Agreement and any associated fees, costs and/or expenses.

Appears in 1 contract

Samples: Management Services Framework Agreement

BENEFICIARY'S PROTECTIONS. The Guarantor shall will not be discharged or released from this Deed of Guarantee by by: - any arrangement made between the Supplier and the Beneficiary CCS (whether or not such arrangement is made with or without the assent of the Guarantor) or by - any amendment to or termination of the Guaranteed Agreement or by Call-Off Contract - any forbearance or indulgence whether as to payment, time, performance or otherwise granted by the Beneficiary in relation thereto CCS (whether or not such amendment, termination, forbearance or indulgence is made with or without the assent of the Guarantor) or by the Beneficiary - CCS doing (or omitting to do) any other matter or thing which anything which, but for this provision provision, might exonerate the Guarantor. Guarantor This Deed of Guarantee shall will be a continuing security for the Guaranteed Obligations and accordingly: - it shall will not be discharged, reduced or otherwise affected by any partial performance (except to the extent of such partial performance) by the Supplier of the Guaranteed Obligations or by any omission or delay on the part of the Beneficiary CCS in exercising its rights under this Deed of Guarantee; Guarantee - it shall will not be affected by any dissolution, amalgamation, reconstruction, reorganisation, change in status, function, control or ownership, insolvency, liquidation, administration, appointment of a receiver, voluntary arrangement, any legal limitation or other incapacity, of the Supplier, the BeneficiaryCCS, the Guarantor or any other person; person - if, for any reason, any of the Guaranteed Obligations shall prove to have been or shall become is void or unenforceable against the Supplier for any reason whatsoeverSupplier, the Guarantor shall nevertheless will be liable in respect of for that purported obligation or liability as if the same were fully valid and enforceable and the Guarantor were principal debtor in respect thereof; and - the rights of the Beneficiary CCS against the Guarantor under this Deed of Guarantee are in addition to, shall will not be affected by and shall will not prejudice, any other security, guarantee, indemnity or other rights or remedies available to the Beneficiary. The Beneficiary shall CCS CCS will be entitled to exercise its rights and to make demands on the Guarantor under this Deed of Guarantee as often as it wishes and the wishes. The making of a demand (whether effective, partial or defective) in respect of relating to the breach or non non-performance by the Supplier of any Guaranteed Obligation shall will not preclude the Beneficiary CCS from making a further demand in respect of relating to the same or some other default in respect of regarding the same Guaranteed Obligation. The Beneficiary shall CCS will not be obliged before taking steps to enforce this Deed of Guarantee against the Guarantor to to: - obtain judgment against the Supplier or the Guarantor or any third party in any court, or to court - make or file any claim in a bankruptcy or liquidation of the Supplier or any third party, or to party - take any action whatsoever against the Supplier or the Guarantor or any third party or to - resort to any other security or guarantee or other means of payment. No action (or inaction) by the Beneficiary in respect of CCS relating to any such security, guarantee or other means of payment shall will prejudice or affect the liability of the Guarantor hereunderGuarantor. The BeneficiaryCCS's rights under this Deed of Guarantee are cumulative and not exclusive of any rights provided by law and law. CCS’s rights may be exercised from time to time and as often as the Beneficiary CCS deems expedient. Any waiver by the Beneficiary CCS of any terms of this Deed of Guarantee, or of any Guaranteed Obligations shall Obligations, will only be effective if given in writing and then only for the purpose and upon the terms and conditions, if any, conditions on which it is given. Any release, discharge or settlement between the Guarantor and the Beneficiary shall CCS will be conditional upon no security, disposition or payment to the Beneficiary CCS by the Guarantor or any other person being void, set aside or ordered to be refunded pursuant to following any enactment or law relating to liquidation, administration or insolvency or for any other reason whatsoever and if reason. If such condition shall will not be fulfilled the Beneficiary shall fulfilled, CCS will be entitled to enforce this Deed of Guarantee subsequently as if such release, discharge or settlement had not occurred and any such payment had not been made. The Beneficiary shall CCS will be entitled to retain this security before and after as well as before the payment, discharge or satisfaction of all monies, obligations and liabilities that are or may become due owing or incurred to the Beneficiary CCS from the Guarantor for such period as the Beneficiary CCS may determine. GUARANTOR INTENT Without prejudice to the generality of Clause 5 (CCS’s protections), the Guarantor expressly confirms that it intends that this Deed of Guarantee will extend from time to time to any variation, increase, extension or addition of or to the Call-Off Contract and any associated fees, costs or expenses. RIGHTS OF SUBROGATION The Guarantor will, at any time when there is any default in the performance of any of the Guaranteed Obligations by the Supplier or any default by the Guarantor in the performance of any of its obligations under this Deed of Guarantee, exercise any rights it may have: - of subrogation and indemnity - to take the benefit of, share in or enforce any security or other guarantee or indemnity for the Supplier’s obligations - to prove in the liquidation or insolvency of the Supplier The Guarantor will do this in accordance with CCS’s written instructions and will hold any amount recovered as a result of the exercise of such rights on trust for CCS and pay the same to CCS on first demand. The Guarantor acknowledges that it has not taken any security from the Supplier and agrees not to do so until Beneficiary receives all monies payable hereunder and will hold any security taken in breach of this Clause on trust for CCS.

Appears in 1 contract

Samples: Outcomes and Specialist Framework Agreement

BENEFICIARY'S PROTECTIONS. The Guarantor shall will not be discharged or released from this Deed of Guarantee by by: ● any arrangement made between the Supplier and the Beneficiary Buyer (whether or not such arrangement is made with or without the assent of the Guarantor) or by any amendment to or termination of the Guaranteed Agreement or by Call­Off Contract ● any forbearance or indulgence whether as to payment, time, performance or otherwise granted by the Beneficiary in relation thereto Buyer (whether or not such amendment, termination, forbearance or indulgence is made with or without the assent of the Guarantor) or by the Beneficiary Buyer doing (or omitting to do) any other matter or thing which anything which, but for this provision provision, might exonerate the Guarantor. Guarantor This Deed of Guarantee shall will be a continuing security for the Guaranteed Obligations and accordingly: it shall will not be discharged, reduced or otherwise affected by any partial performance (except to the extent of such partial performance) by the Supplier of the Guaranteed Obligations or by any omission or delay on the part of the Beneficiary Buyer in exercising its rights under this Deed of Guarantee; Guarantee ● it shall will not be affected by any dissolution, amalgamation, reconstruction, reorganisation, change in status, function, control or ownership, insolvency, liquidation, administration, appointment of a receiver, voluntary arrangement, any legal limitation or other incapacity, of the Supplier, the BeneficiaryBuyer, the Guarantor or any other person; person ● if, for any reason, any of the Guaranteed Obligations shall prove to have been or shall become is void or unenforceable against the Supplier for any reason whatsoeverSupplier, the Guarantor shall nevertheless will be liable in respect of for that purported obligation or liability as if the same were fully valid and enforceable and the Guarantor were principal debtor in respect thereof; and the rights of the Beneficiary Buyer against the Guarantor under this Deed of Guarantee are in addition to, shall will not be affected by and shall will not prejudice, any other security, guarantee, indemnity or other rights or remedies available to the Beneficiary. Buyer The Beneficiary shall Buyer will be entitled to exercise its rights and to make demands on the Guarantor under this Deed of Guarantee as often as it wishes and the wishes. The making of a demand (whether effective, partial or defective) in respect of relating to the breach or non performance non­performance by the Supplier of any Guaranteed Obligation shall will not preclude the Beneficiary Buyer from making a further demand in respect of relating to the same or some other default in respect of Default regarding the same Guaranteed Obligation. The Beneficiary shall Buyer will not be obliged before taking steps to enforce this Deed of Guarantee against the Guarantor to to: ● obtain judgment against the Supplier or the Guarantor or any third party in any court, or to court ● make or file any claim in a bankruptcy or liquidation of the Supplier or any third party, or to party ● take any action whatsoever against the Supplier or the Guarantor or any third party or to resort to any other security or guarantee or other means of payment. No action (or inaction) by the Beneficiary in respect of Buyer relating to any such security, guarantee or other means of payment shall will prejudice or affect the liability of the Guarantor hereunderGuarantor. The BeneficiaryBuyer's rights under this Deed of Guarantee are cumulative and not exclusive of any rights provided by law and Law. The Buyer’s rights may be exercised from time to time and as often as the Beneficiary Buyer deems expedient. Any waiver by the Beneficiary Buyer of any terms of this Deed of Guarantee, or of any Guaranteed Obligations shall Obligations, will only be effective if given in writing and then only for the purpose and upon the terms and conditions, if any, conditions on which it is given. Any release, discharge or settlement between the Guarantor and the Beneficiary shall Buyer will be conditional upon no security, disposition or payment to the Beneficiary Buyer by the Guarantor or any other person being void, set aside or ordered to be refunded pursuant to following any enactment or law Law relating to liquidation, administration or insolvency or for any other reason whatsoever and if reason. If such condition shall will not be fulfilled fulfilled, the Beneficiary shall Buyer will be entitled to enforce this Deed of Guarantee subsequently as if such release, discharge or settlement had not occurred and any such payment had not been made. The Beneficiary shall Buyer will be entitled to retain this security before and after as well as before the payment, discharge or satisfaction of all monies, obligations and liabilities that are or may become due owing or incurred to the Beneficiary Buyer from the Guarantor for such period as the Beneficiary Buyer may determine.

Appears in 1 contract

Samples: assets.publishing.service.gov.uk

BENEFICIARY'S PROTECTIONS. The Guarantor shall not be discharged or released from this Deed of Guarantee by any arrangement made between the Supplier Consultant and the Beneficiary (whether or not such arrangement is made with or without the assent of the Guarantor) or by any amendment to or termination of the Guaranteed Agreement Call Off Contract or by any forbearance or indulgence whether as to payment, time, performance or otherwise granted by the Beneficiary in relation thereto (whether or not such amendment, termination, forbearance or indulgence is made with or without the assent of the Guarantor) or by the Beneficiary doing (or omitting to do) any other matter or thing which but for this provision might exonerate the Guarantor. This Deed of Guarantee shall be a continuing security for the Guaranteed Obligations and accordingly: it shall not be discharged, reduced or otherwise affected by any partial performance (except to the extent of such partial performance) by the Supplier Consultant of the Guaranteed Obligations or by any omission or delay on the part of the Beneficiary in exercising its rights under this Deed of Guarantee; it shall not be affected by any dissolution, amalgamation, reconstruction, reorganisation, change in status, function, control or ownership, insolvency, liquidation, administration, appointment of a receiver, voluntary arrangement, any legal limitation or other incapacity, of the SupplierConsultant, the Beneficiary, the Guarantor or any other person; if, for any reason, any of the Guaranteed Obligations shall prove to have been or shall become void or unenforceable against the Supplier Consultant for any reason whatsoever, the Guarantor shall nevertheless be liable in respect of that purported obligation or liability as if the same were fully valid and enforceable and the Guarantor were principal debtor in respect thereof; and the rights of the Beneficiary against the Guarantor under this Deed of Guarantee are in addition to, shall not be affected by and shall not prejudice, any other security, guarantee, indemnity or other rights or remedies available to the Beneficiary. The Beneficiary shall be entitled to exercise its rights and to make demands on the Guarantor under this Deed of Guarantee as often as it wishes and the making of a demand (whether effective, partial or defective) in respect of the breach or non performance by the Supplier Consultant of any Guaranteed Obligation shall not preclude the Beneficiary from making a further demand in respect of the same or some other default in respect of the same Guaranteed Obligation. The Beneficiary shall not be obliged before taking steps to enforce this Deed of Guarantee against the Guarantor to obtain judgment against the Supplier Consultant or the Guarantor or any third party in any court, or to make or file any claim in a bankruptcy or liquidation of the Supplier Consultant or any third party, or to take any action whatsoever against the Supplier Consultant or the Guarantor or any third party or to resort to any other security or guarantee or other means of payment. No action (or inaction) by the Beneficiary in respect of any such security, guarantee or other means of payment shall prejudice or affect the liability of the Guarantor hereunder. The Beneficiary's rights under this Deed of Guarantee are cumulative and not exclusive of any rights provided by law and may be exercised from time to time and as often as the Beneficiary deems expedient. Any waiver by the Beneficiary of any terms of this Deed of Guarantee, or of any Guaranteed Obligations shall only be effective if given in writing and then only for the purpose and upon the terms and conditions, if any, on which it is given. Any release, discharge or settlement between the Guarantor and the Beneficiary shall be conditional upon no security, disposition or payment to the Beneficiary by the Guarantor or any other person being void, set aside or ordered to be refunded pursuant to any enactment or law relating to liquidation, administration or insolvency or for any other reason whatsoever and if such condition shall not be fulfilled the Beneficiary shall be entitled to enforce this Deed of Guarantee subsequently as if such release, discharge or settlement had not occurred and any such payment had not been made. The Beneficiary shall be entitled to retain this security after as well as before the payment, discharge or satisfaction of all monies, obligations and liabilities that are or may become due owing or incurred to the Beneficiary from the Guarantor for such period as the Beneficiary may determine.

Appears in 1 contract

Samples: Project Management And

BENEFICIARY'S PROTECTIONS. The Guarantor shall not be discharged or released from this Deed of Guarantee by any arrangement made between the Supplier and the Beneficiary (whether or not such arrangement is made with or without the assent of the Guarantor) or by any amendment to or termination of the Guaranteed Agreement or by any forbearance or indulgence whether as to payment, time, performance or otherwise granted by the Beneficiary in relation thereto (whether or not such amendment, termination, forbearance or indulgence is made with or without the assent of the Guarantor) or by the Beneficiary doing (or omitting to do) any other matter or thing which but for this provision might exonerate the Guarantor. This Deed of Guarantee shall be a continuing security for the Guaranteed Obligations and accordingly: it shall not be discharged, reduced or otherwise affected discharged by any partial performance (except to the extent of such partial performance) by the Supplier of the Guaranteed Obligations or by any omission or delay on the part of the Beneficiary in exercising its rights under this Deed of Guarantee; it shall not be affected by any dissolution, amalgamation, reconstruction, reorganisation, change in status, function, control or ownership, insolvency, liquidation, administration, appointment of a receiver, voluntary arrangement, any legal limitation arrangement or other incapacity, of the Supplier, the Beneficiary, the Guarantor or any other person; if, for any reason, any of the Guaranteed Obligations shall prove to have been or shall become void or unenforceable against the Supplier Contractor for any reason whatsoever, the Guarantor shall nevertheless be liable in respect of that purported obligation or liability as if the same were fully valid and enforceable and the Guarantor were principal debtor in respect thereof; and the rights of the Beneficiary against the Guarantor under this Deed of Guarantee are in addition to, shall not be affected by and shall not prejudice, any other security, guarantee, indemnity or other rights or remedies available to the Beneficiary. The Beneficiary shall be entitled to exercise its rights and to make demands on the Guarantor under this Deed of Guarantee as often as it wishes and the making of a demand (whether effective, partial or defective) in respect of the breach or non performance by the Supplier of any Guaranteed Obligation shall not preclude the Beneficiary from making a further demand in respect of the same or some other default in respect of the same Guaranteed Obligation. The Beneficiary shall not be obliged before taking steps to enforce this Deed of Guarantee against the Guarantor to obtain judgment against the Supplier or the Guarantor or any third party in any court, or to make or file any claim in a bankruptcy or liquidation of the Supplier or any third party, or to take any action whatsoever against the Supplier or the Guarantor or any third party or to resort to any other security or guarantee or other means of payment. No action (or inaction) by the Beneficiary in respect of any such security, guarantee or other means of payment shall prejudice or affect the liability of the Guarantor hereunder. The Beneficiary's rights under this Deed of Guarantee are cumulative and not exclusive of any rights provided by law and may be exercised from time to time and as often as the Beneficiary deems expedient. Any waiver by the Beneficiary of any terms of this Deed of Guarantee, or of any Guaranteed Obligations shall only be effective if given in writing and then only for the purpose and upon the terms and conditions, if any, on which it is given. Any release, discharge or settlement between the Guarantor and the Beneficiary shall be conditional upon no security, disposition or payment to the Beneficiary by the Guarantor or any other person being void, set aside or ordered to be refunded pursuant to any enactment or law relating to liquidation, administration or insolvency or for any other reason whatsoever and if such condition shall not be fulfilled the Beneficiary shall be entitled to enforce this Deed of Guarantee subsequently as if such release, discharge or settlement had not occurred and any such payment had not been made. The Beneficiary shall be entitled to retain this security after as well as before the payment, discharge or satisfaction of all monies, obligations and liabilities that are or may become due owing or incurred to the Beneficiary from the Guarantor for such period as the Beneficiary may determine. RIGHTS OF SUBROGATION The Guarantor shall, at any time when there is any default in the performance of any of the Guaranteed Obligations by the Supplier and/or any default by the Guarantor in the performance of any of its obligations under this Deed of Guarantee, exercise any rights it may have: of subrogation and indemnity; to take the benefit of, share in or enforce any security or other guarantee or indemnity for the Supplier's obligations; and to prove in the liquidation or insolvency of the Supplier, 100 only in accordance with the Beneficiary’s written instructions and shall hold any amount recovered as a result of the exercise of such rights on trust for the Beneficiary and pay the same to the Beneficiary on first demand. The Guarantor hereby acknowledges that it has not taken any security from the Supplier and agrees not to do so until Beneficiary receives all moneys payable hereunder and will hold any security taken in breach of this clause on trust for the Beneficiary.

Appears in 1 contract

Samples: Framework Agreement

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