Common use of GUARANTEE AND INDEMNITY BY GUARANTOR Clause in Contracts

GUARANTEE AND INDEMNITY BY GUARANTOR. 11.1 In consideration of the Purchaser entering into this Agreement, Guarantor hereby unconditionally and irrevocably guarantees to the Purchaser the due and punctual performance and observance by the Seller of all obligations, commitments, undertakings, warranties, indemnities and covenants under or pursuant to this Agreement and agrees to indemnify the Purchaser and its Affiliates against any and all Losses and Claims which the Purchaser or any of its Affiliates may suffer through or arising from any breach by the Seller of such obligations, commitments, warranties, undertakings, indemnities or covenants. The liability of Guarantor as aforesaid shall not be released or diminished by any arrangements or alterations of terms (whether of this Agreement or otherwise) or any forbearance, neglect or delay in seeking performance of the obligations hereby imposed or any granting of time for such performance. 11.2 Guarantor hereby waives any right which it may have to require the Purchaser to proceed first against or claim payment from the Seller to the intent that as between the Purchaser and Guarantor the latter shall be liable as principal obligor as if it had entered into all undertakings, agreements and other obligations jointly and severally with the Seller. 11.3 This guarantee and indemnity is to be a continuing security to the Purchaser for all obligations, commitments, warranties, undertakings, indemnities and covenants on the part of the Seller under or pursuant to this Agreement notwithstanding any settlement of account or other matter or thing whatsoever. 11.4 This guarantee and indemnity is in addition to and without prejudice to and not in substitution for any rights or security which the Purchaser may now or hereafter have or hold for the performance and observance of the obligations, commitments, undertakings, covenants, indemnities and warranties of the Seller under or in connection with this Agreement. 11.5 As a separate and independent stipulation, Guarantor agrees that any obligation expressed to be undertaken by the Seller under this Agreement (including, without limitation, any moneys expressed to be payable under this Agreement) which may not be enforceable against or recoverable from the Seller by reason of any legal limitation, disability or incapacity of the Seller or any other fact or circumstance shall nevertheless be enforceable against or recoverable from Guarantor as though the same had been incurred by Guarantor and Guarantor was sole or principal obligors in respect thereof and shall be performed or paid by Guarantor on demand.

GUARANTEE AND INDEMNITY BY GUARANTOR. 11.1 10.1 In consideration of the Purchaser Investor entering into this Agreement, Agreement the Guarantor hereby unconditionally and irrevocably guarantees to the Purchaser Investor the due and punctual performance and observance by the Seller Company and the Executive Directors of all its obligations, commitments, undertakings, warranties, indemnities and covenants under or pursuant to this Agreement and the Loan Stock Instruments and agrees to indemnify the Purchaser Investor against all losses, damages, costs and its Affiliates against any expenses (including legal costs and all Losses and Claims expenses) which the Purchaser or any of its Affiliates Investor may suffer or incur through or arising from any breach by the Seller Company and/or the Executive Directors of such obligations, commitments, warranties, undertakings, indemnities or covenantscovenants (except resulting from the gross negligence or willful misconduct of Investor). The Guarantor's liability of Guarantor as aforesaid shall not be released or diminished by any arrangements or alterations of terms (whether of this Agreement and/or the Loan Stock Instruments or otherwise) or any forbearance, neglect or delay in seeking performance of the obligations hereby imposed or any granting of time for such performance. 11.2 10.2 If and whenever the Company and/or the Executive Directors default for any reason whatsoever in the performance of any obligation or liability undertaken or expressed to be under- taken by it under or pursuant to this Agreement and/or the Loan Stock Instruments, the Guarantor hereby shall forthwith upon demand unconditionally perform (or procure performance of) and satisfy (or procure the satisfaction of) the obligation or liability in regard to which such default has been made in the manner prescribed by this Agreement and so that the same bene- fits shall be conferred on the Investor as it would have received if such obligation or liability had been duly per- formed and satisfied by the Company and/or the Executive Directors. The Guarantor waives any right rights which it may have to require the Purchaser Investor to proceed first against or claim payment from the Seller Company and/or the Executive Directors to the intent extent that as between the Purchaser Company, the Executive Directors and Guarantor the Guarantor, the latter shall be liable as principal obligor debtor as if it had entered into all undertakings, agreements and other obligations jointly and severally with the SellerCompany and the Executive Directors. 11.3 10.3 This guarantee and indemnity is to be a continuing security to the Purchaser Investor for all obligations, commitments, warranties, undertakings, indemnities and covenants on the part of the Seller Company and/or the Executive Directors under or pursuant to this Agreement and/or the Loan Stock Instruments notwithstanding any settlement of account or other matter or thing whatsoever. 11.4 10.4 This guarantee and indemnity is in addition to and without prejudice to to, and not in substitution for any rights or security which the Purchaser Investor may now or hereafter have or hold for the performance and observance of the obligations, commitments, undertakings, covenants, indemnities and warranties of the Seller Company and/or the Executive Directors under or in connection with this AgreementAgreement and/or the Loan Stock Instruments. 11.5 10.5 In the event of Guarantor having taken or taking any security from the Company and/or the Executive Directors in connection with this guarantee and indemnity, the Guarantor hereby undertakes to hold the same in trust for the Investor pending discharge in full of all Guarantor's obligations under this Agreement and/or the Loan Stock Instruments. 10.6 As a separate and independent stipulation, the Guarantor agrees that any obligation expressed to be undertaken by the Seller Company and/or the Executive Directors under this Agreement and/or the Loan Stock Instruments (including, including without limitationlimita- tion, any moneys expressed to be payable under this AgreementAgreement and/or the Loan Stock Instruments) which may not be enforceable enforce- able against or recoverable from the Seller Company and/or the Executive Directors by reason of any legal limitation, disability or incapacity of the Seller or any other fact or circumstance shall nevertheless be enforceable against or recoverable from Guarantor as though the same had been incurred by Guarantor and Guarantor was were sole or principal obligors obligor in respect thereof and shall be performed or paid by Guarantor on demand. 10.7 The terms of this Section 10 shall continue for so long as the loans granted pursuant to the Loan Stock Instruments remain outstanding. SCHEDULE 1 ---------- LOAN STOCK "A" INSTRUMENT ------------------------- SCHEDULE 2 ---------- LOAN STOCK "B" INSTRUMENT ------------------------- SCHEDULE 3 ---------- COMPANY DETAILS --------------- Date of Incorporation: Authorized share capital: Issued share capital: Registered office: The Beren, Blisworth Hill Farm, Stoke Road, Xxxxxxxxx, Xxxxxxxxxxxxxxxx XX0 0XX Xxxxxxxxx: Xxxxx Xxxxxx, Xxxx X'Xxxxxxan, John Xxxxxinx, Xxxxxx Xxxxxan, Xxx Xxxxxxxx Xxxxxxxxx: Xxxx Xxxxxxxx SCHEDULE 4 ---------- WARRANTIES ---------- All references in this Schedule 4 to the Company shall include its subsidiaries except as clearly required to the contrary by the context.

GUARANTEE AND INDEMNITY BY GUARANTOR. 11.1 10.1 In consideration of the Purchaser Lender entering into this Agreement, Guarantor Agreement each of the Guarantors hereby unconditionally and irrevocably guarantees to the Purchaser Lender the due and punctual performance and observance by the Seller Borrower of all its obligations, commitments, undertakings, warranties, indemnities and covenants under or pursuant to this Agreement and agrees to indemnify the Purchaser Lender against all losses, damages, costs and its Affiliates against any expenses (including legal costs and all Losses and Claims expenses) which the Purchaser or any of its Affiliates Lender may suffer or incur through or arising from any breach by the Seller Borrower of such obligations, commitments, warranties, undertakings, indemnities or covenants. Further each of the Guarantors shall forthwith upon the execution of this Agreement execute and enter into a Secured Guarantee and Debenture in the form set out in Schedule 1. 10.2 The Guarantors' liability of Guarantor as aforesaid hereunder and under the Secured Guarantee and Debenture shall not be released or diminished by any arrangements or alterations of terms (whether of this Agreement or otherwise) or any forbearance, neglect or delay in seeking performance of the obligations hereby imposed or any granting of time for such performance. 11.2 10.3 If and whenever the Borrower defaults for any reason whatsoever in the performance of any obligation or liability undertaken or expressed to be undertaken by it under or pursuant to this Agreement, the Guarantor hereby shall forthwith upon demand unconditionally perform (or procure performance of) and satisfy (or procure the satisfaction of) the obligation or liability in regard to which such default has been made in the manner prescribed by this Agreement and so that the same benefits shall be conferred on the Lender as they would have received if such obligation or liability had been duly performed and satisfied by the Borrower. The Guarantor waives any right rights which it may have to require the Purchaser Lender to proceed first against or claim payment from the Seller Borrower to the intent that as between the Purchaser Borrower and Guarantor the latter shall be liable as principal obligor debtor as if it had entered into all undertakings, agreements and other obligations jointly and severally with the SellerBorrower. 11.3 This guarantee and indemnity is to be a continuing security to the Purchaser for all obligations, commitments, warranties, undertakings, indemnities and covenants on the part of the Seller under or pursuant to this Agreement notwithstanding any settlement of account or other matter or thing whatsoever. 11.4 This guarantee and indemnity is in addition to and without prejudice to and not in substitution for any rights or security which the Purchaser may now or hereafter have or hold for the performance and observance of the obligations, commitments, undertakings, covenants, indemnities and warranties of the Seller under or in connection with this Agreement. 11.5 As a separate and independent stipulation, Guarantor agrees that any obligation expressed to be undertaken by the Seller under this Agreement (including, without limitation, any moneys expressed to be payable under this Agreement) which may not be enforceable against or recoverable from the Seller by reason of any legal limitation, disability or incapacity of the Seller or any other fact or circumstance shall nevertheless be enforceable against or recoverable from Guarantor as though the same had been incurred by Guarantor and Guarantor was sole or principal obligors in respect thereof and shall be performed or paid by Guarantor on demand.