Buyer Guarantee. 29.1 The Buyer Guarantor as primary obligor unconditionally and irrevocably: (a) guarantees by way of continuing guarantee to the Seller the due and punctual performance by the Buyer and its Related Persons of their respective obligations under or pursuant to this Agreement and each other Transaction Agreement; (b) agrees that if and each time that the Buyer or any of its Related Persons fails to make any payment when it is due under or pursuant to this Agreement or any other Transaction Agreement, the Buyer Guarantor shall on demand (without requiring the Seller first to take steps against the Buyer or any other person) pay that amount to the Seller. 29.2 Each payment to be made by the Buyer Guarantor under this clause shall be made in the currency in which the relevant amount is payable by the Buyer, free and clear of all deductions or withholdings of any kind. 29.3 The Buyer Guarantor’s obligations under this clause shall not be affected by any matter or thing which but for this provision might operate to affect or prejudice those obligations, including without limitation: (a) any time or indulgence granted to, or composition with, the Buyer or any other person; (b) the taking, variation, renewal or release of, or neglect to perfect or enforce this Agreement, any other Transaction Agreement or any right, guarantee, remedy or security from or against the Buyer or any other person; or (c) any unenforceability or invalidity of any obligation of the Buyer, so that this clause shall be construed as if there were no such unenforceability or invalidity.
Appears in 2 contracts
Samples: Share Purchase Agreement, Share Purchase Agreement (Scientific Games Corp)
Buyer Guarantee. 29.1 The Buyer Guarantor as primary obligor does hereby covenant and agree that it shall cause Buyer to comply with all of its obligations under this Agreement. In such regard, Buyer Guarantor unconditionally and irrevocably:
(a) irrevocably guarantees by way of continuing guarantee and agrees to jointly and severally liable with the Seller Buyer for, the due and punctual performance by of all obligations, covenants and indemnities of the Buyer and its Related Persons of their respective obligations arising under or pursuant to this Agreement and each other Transaction Agreement;
(b) agrees that if and each time that the Buyer or any of its Related Persons fails to make any payment when it is due under or pursuant to this Agreement or any other Transaction Agreement, upon the Buyer Guarantor shall on demand (without requiring the Seller first to take steps against the Buyer or any other person) pay that amount terms and subject to the Seller.
29.2 Each payment to be made by the conditions of this Agreement. The liability of Buyer Guarantor under this clause shall section will be made in for the currency in which full amount of the relevant amount is payable by the Buyerobligations without apportionment, free and clear of all deductions limitation or withholdings restriction of any kind.
29.3 The Buyer Guarantor’s obligations under this clause shall , will be continuing, absolute and unconditional and will not be affected by any matter or thing which but for this provision might operate to affect or prejudice those obligations, including without limitation:
(a) any time or indulgence granted toapplicable law, or composition withany other act, delay, abstention or omission to act of any kind by the Buyer Seller or any other person;
(b) , that might constitute a legal or equitable defence to or a discharge, limitation or reduction of Buyer Guarantor's obligations under this section. The liability of Buyer Guarantor under this section will not be released, discharged, limited or in any way affected by anything done, suffered, permitted or omitted to be done by the takingSeller or the Buyer in connection with any duties, variation, renewal obligations or release of, liabilities of the Buyer or neglect Buyer Guarantor or to perfect the Seller. The Seller will not be bound or enforce this Agreement, any other Transaction Agreement or any right, guarantee, remedy or security from or obligated to exhaust its recourse against the Buyer or other persons or take any other person; or
(c) any unenforceability or invalidity of any obligation of the Buyer, so that action before being entitled to demand payment from Buyer Guarantor under this clause shall be construed as if there were no such unenforceability or invaliditysection.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (District Metals Corp.), Purchase and Sale Agreement (District Metals Corp.)
Buyer Guarantee. 29.1 The Buyer Guarantor as primary obligor does hereby covenant and agree that it shall cause Buyer to comply with all of its obligations under this Agreement. In such regard, Buyer Guarantor unconditionally and irrevocably:
(a) irrevocably guarantees by way of continuing guarantee and agrees to jointly and severally liable with the Seller Buyer for, the due and punctual performance by of all obligations, covenants and indemnities of the Buyer and its Related Persons of their respective obligations arising under or pursuant to this Agreement and each other Transaction Agreement;
(b) agrees that if and each time that the Buyer or any of its Related Persons fails to make any payment when it is due under or pursuant to this Agreement or any other Transaction Agreement, upon the Buyer Guarantor shall on demand (without requiring the Seller first to take steps against the Buyer or any other person) pay that amount terms and subject to the Seller.
29.2 Each payment to be made by the conditions of this Agreement. The liability of Buyer Guarantor under this clause shall section will be made in for the currency in which full amount of the relevant amount is payable by the Buyerobligations without apportionment, free and clear of all deductions limitation or withholdings restriction of any kind.
29.3 The Buyer Guarantor’s obligations under this clause shall , will be continuing, absolute and unconditional and will not be affected by any matter or thing which but for this provision might operate to affect or prejudice those obligations, including without limitation:
(a) any time or indulgence granted toapplicable law, or composition withany other act, delay, abstention or omission to act of any kind by the Buyer Seller or any other person;
(b) , that might constitute a legal or equitable defence to or a discharge, limitation or reduction of Buyer Guarantor's obligations under this section. The liability of Buyer Guarantor under this section will not be released, discharged, limited or in any way affected by anything done, suffered, permitted or omitted to be done by the takingSeller or the Buyer in connection with any duties, variation, renewal obligations or release of, liabilities of the Buyer or neglect Buyer Guarantor or to perfect the Seller. The Seller will not be bound or enforce this Agreement, any other Transaction Agreement or any right, guarantee, remedy or security from or obligated to exhaust its recourse against the Buyer or other persons or take any other person; or
(c) any unenforceability or invalidity of any obligation of the Buyer, so that action before being entitled to demand payment from Buyer Guarantor under this clause shall be construed as if there were no such unenforceability or invalidity.section
Appears in 2 contracts
Samples: Purchase and Sale Agreement (District Metals Corp.), Purchase and Sale Agreement (District Metals Corp.)