Common use of Continuing guarantee and indemnity Clause in Contracts

Continuing guarantee and indemnity. (a) This Clause 14 (Purchaser Guarantee) is a continuing obligation of the Purchaser Guarantor, despite Completion, and remains in full force and effect for so long as the Purchaser has any liability or obligation to the Vendor under any of the Transaction Documents and until all of those liabilities or obligations have been fully discharged, regardless of any intermediate payment or discharge in whole or in part. (b) Without prejudice to the generality of Clause 14.6 (Waiver of Defences), the Purchaser Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental) variation, increase, extension or addition of or to any of the Transaction Documents. (c) This guarantee is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by the Vendor. (d) If any discharge, release or arrangement (whether in respect of the obligations of the Purchaser or any security for those obligations or otherwise) is made by the Vendor in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored in insolvency, liquidation, administration or otherwise, without limitation, then the liability of the Purchaser Guarantor under this Clause 14 (Purchaser Guarantee) will continue or be reinstated as if the discharge, release or arrangement had not occurred.

Appears in 1 contract

Samples: Share Purchase Agreement (Fly Leasing LTD)

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Continuing guarantee and indemnity. (a) This Clause 14 11 (Purchaser AAB Guarantee) is a continuing obligation of the Purchaser Guarantor, despite CompletionDelivery of any Aircraft, and remains in full force and effect for so long as the Purchaser Seller has any liability or obligation to the Vendor Purchaser under any of the Transaction Documents this Agreement and until all of those liabilities or obligations have been fully discharged, regardless of any intermediate payment or discharge in whole or in part. (b) Without prejudice to the generality of Clause 14.6 11.6 (Waiver of Defences), the Purchaser Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental) variation, increase, extension or addition of or to any of the Transaction Documentsthis Agreement. (c) This guarantee is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by the VendorPurchaser. (d) If any discharge, release or arrangement (whether in respect of the obligations of the Purchaser Seller or any security for those obligations or otherwise) is made by the Vendor Purchaser in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored in insolvency, liquidation, administration or otherwise, without limitation, then the liability of the Purchaser Guarantor under this Clause 14 11 (Purchaser AAB Guarantee) will continue or be reinstated as if the discharge, release or arrangement had not occurred.

Appears in 1 contract

Samples: Aircraft Sale and Purchase Option Agreement (Fly Leasing LTD)

Continuing guarantee and indemnity. (a) This Clause 14 15 (Purchaser Vendor Guarantee) is a continuing obligation of the Purchaser Vendor Guarantor, despite Completion, and remains in full force and effect for so long as the Purchaser Vendor has any liability or obligation to the Vendor Purchaser under any of the Transaction Documents this Agreement and until all of those liabilities or obligations have been fully discharged, regardless of any intermediate payment or discharge in whole or in part. (b) Without prejudice to the generality of Clause 14.6 15.6 (Waiver of Defences), the Purchaser Vendor Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental) variation, increase, extension or addition of or to any of the Transaction Documentsthis Agreement. (c) This guarantee is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by the VendorPurchaser. (d) If any discharge, release or arrangement (whether in respect of the obligations of the Purchaser Vendor or any security for those obligations or otherwise) is made by the Vendor Purchaser in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored in insolvency, liquidation, administration or otherwise, without limitation, then the liability of the Purchaser Vendor Guarantor under this Clause 14 15 (Purchaser Vendor Guarantee) will continue or be reinstated as if the discharge, release or arrangement had not occurred.

Appears in 1 contract

Samples: Share Purchase Agreement (Fly Leasing LTD)

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Continuing guarantee and indemnity. (a) This Clause 14 10 (Purchaser AAB Guarantee) is a continuing obligation of the Purchaser Guarantor, despite CompletionDelivery of any Aircraft, and remains in full force and effect for so long as the Purchaser Seller has any liability or obligation to the Vendor Purchaser under any of the Transaction Documents this Agreement and until all of those liabilities or obligations have been fully discharged, regardless of any intermediate payment or discharge in whole or in part. (b) Without prejudice to the generality of Clause 14.6 10.6 (Waiver of Defences), the Purchaser Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental) variation, increase, extension or addition of or to any of the Transaction Documentsthis Agreement. (c) This guarantee is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by the VendorPurchaser. (d) If any discharge, release or arrangement (whether in respect of the obligations of the Purchaser Seller or any security for those obligations or otherwise) is made by the Vendor Purchaser in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored in insolvency, liquidation, administration or otherwise, without limitation, then the liability of the Purchaser Guarantor under this Clause 14 10 (Purchaser AAB Guarantee) will continue or be reinstated as if the discharge, release or arrangement had not occurred.

Appears in 1 contract

Samples: Aircraft Sale and Purchase Agreement (Fly Leasing LTD)

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