GUARANTEE AND INDEMNITY. (The provisions of clause 13 shall apply if there is a Guarantor identified in the Particulars) 14.1 The Guarantor has requested that the Landlord grants the Accommodation Rights to the Tenant. 14.2 The Guarantor guarantees to the Landlord that the Tenant shall pay the Rent and observe and perform the tenant covenants of this agreement and that if the Tenant fails to pay the Rent or to observe or perform any of the tenant covenants, the Guarantor shall pay or observe and perform them. 14.3 The Guarantor covenants with the Landlord as principal obligor and as a separate and independent obligation and liability from its obligations and liabilities under clause 13.2 to indemnify and keep indemnified the Landlord against any failure by the Tenant to pay the Rent or any failure to observe or perform any of the tenant covenants of this agreement. 14.4 The liability of the Guarantor under clause 13.2 and clause 13.3 shall continue until the Tenancy comes to an end and the Tenant is released from the tenant covenants of this agreement. 14.5 The liability of the Guarantor shall not be reduced, discharged or otherwise adversely affected by: (a) any time or indulgence granted by the Landlord to the Tenant; (b) any delay or forbearance by the Landlord in enforcing the payment of the Rent or the observance or performance of any of the tenant covenants of this agreement or in making any demand in respect of them; (c) the Landlord exercising any right or remedy against the Tenant for any failure to pay the Rent or to observe or perform the tenant covenants of this agreement; or (d) the Landlord taking any action or refraining from taking any action in connection with the Deposit; or (e) the Tenant dying or becoming incapable of managing its affairs.
Appears in 3 contracts
Samples: Assured Shorthold Tenancy Agreement, Assured Shorthold Tenancy Agreement, Assured Shorthold Tenancy Agreement
GUARANTEE AND INDEMNITY. (The provisions of clause 13 shall apply if there is a Guarantor identified in the Particulars)
14.1 The Guarantor has requested that the Landlord grants the Accommodation Rights to the Tenant.
14.2 The Guarantor guarantees to the Landlord that the Tenant shall pay the Rent and observe and perform the tenant covenants of this agreement and that if the Tenant fails to pay the Rent or to observe or perform any of the tenant covenants, the Guarantor shall pay or observe and perform them.
14.3 14.2 The Guarantor covenants with the Landlord as principal obligor and as a separate and independent primary obligation and liability from its obligations and liabilities under clause 13.2 to indemnify and keep indemnified the Landlord against any failure by the Tenant to pay the Rent or any failure to observe or perform any of the tenant covenants of this agreement.
14.4 14.3 The liability of the Guarantor under clause 13.2 14.1 and clause 13.3 14.2 shall continue until the Tenancy comes to an end and the Tenant is released from the tenant covenants of this agreement.
14.5 14.4 The liability of the Guarantor shall not be reduced, discharged or otherwise adversely affected by:
(a) any time or indulgence granted by the Landlord to the Tenant;
(b) any delay or forbearance by the Landlord in enforcing the payment of the Rent or the observance or performance of any of the tenant covenants of this agreement or in making any demand in respect of them;
(c) the Landlord exercising any right or remedy against the Tenant for any failure to pay the Rent or to observe or perform the tenant covenants of this agreement; or
(d) the Landlord taking any action or refraining from taking any action in connection with the Deposit; or
(e) the Tenant dying or becoming incapable of managing its affairs.
Appears in 3 contracts
Samples: Tenancy Agreement, Assured Shorthold Tenancy Agreement, Assured Shorthold Tenancy Agreement
GUARANTEE AND INDEMNITY. (The provisions of clause 13 shall apply if there is a Guarantor identified in the Particulars)
14.1 The Guarantor has requested that the Landlord grants the Accommodation Rights to the Tenant.
14.2 13.1 The Guarantor guarantees to the Landlord that the Tenant shall pay the Rent and observe and perform the tenant covenants of this agreement and that if the Tenant fails to pay the Rent or to observe or perform any of the tenant covenants, the Guarantor shall pay or observe and perform them.
14.3 13.2 The Guarantor covenants with the Landlord as principal obligor and as a separate and independent primary obligation and liability from its obligations and liabilities under clause 13.2 to indemnify and keep indemnified the Landlord against any failure by the Tenant to pay the Rent or any failure to observe or perform any of the tenant covenants of this agreement.
14.4 13.3 The liability of the Guarantor under clause 13.2 13.1 and clause 13.3 13.2 shall continue until the Tenancy comes to an end and the Tenant is released from the tenant covenants of this agreement.
14.5 13.4 The liability of the Guarantor shall not be reduced, discharged or otherwise adversely affected by:
(a) any time or indulgence granted by the Landlord to the Tenant;; or
(b) any delay or forbearance by the Landlord in enforcing the payment of the Rent or the observance or performance of any of the tenant covenants of this agreement or in making any demand in respect of them;; or
(c) the Landlord exercising any right or remedy against the Tenant for any failure to pay the Rent or to observe or perform the tenant covenants of this agreement; or
(d) the Landlord taking any action or refraining from taking any action in connection with the Deposit; or
(e) the Tenant dying or becoming incapable of managing its affairs; or
(f) by any variation or amendments to the terms of this agreement provided that such variations or amendments are insubstantial and not prejudicial to the Guarantor.]
Appears in 1 contract
Samples: Assured Shorthold Tenancy Agreement
GUARANTEE AND INDEMNITY. (The provisions 27.1 In consideration of clause 13 shall apply if the Service Provider agreeing to be bound by this Agreement, the Guarantor, and where there is more than one Guarantor the Guarantors jointly and severally, as a Guarantor identified in the Particulars)
14.1 The Guarantor has requested that the Landlord grants the Accommodation Rights to the Tenant.
14.2 The Guarantor guarantees to the Landlord that the Tenant shall pay the Rent and observe and perform the tenant covenants of this agreement and that if the Tenant fails to pay the Rent or to observe or perform any of the tenant covenants, the Guarantor shall pay or observe and perform them.
14.3 The Guarantor covenants with the Landlord as principal obligor and not merely as a separate surety, irrevocably and independent obligation unconditionally guarantee to the Service Provider and liability from its obligations successors, transferees and liabilities under clause 13.2 to indemnify assigns the due and keep indemnified the Landlord against any failure punctual performance, observance and discharge by the Tenant to pay Consignor of all the Rent Guaranteed Obligations if and when they become performable or due under this Agreement (or any failure agreement entered into pursuant to observe or perform any of the tenant covenants of this agreementin connection with it).
14.4 27.2 The liability of the Guarantor under the guarantee in this clause 13.2 and clause 13.3 shall continue until the Tenancy comes to an end and the Tenant is released from the tenant covenants of this agreement.
14.5 The liability of the Guarantor shall 27 will not be reduced, discharged or otherwise adversely affected by:
(a) any time act, omission, matter or indulgence granted thing which would have discharged or affected the liability of the Guarantor had it been a principal obligor instead of a guarantor or indemnifier; or
(b) anything done or omitted by any person which, but for this provision, might operate or exonerate or discharge the Guarantor or otherwise reduce or extinguish its liability under the guarantee in this clause 27.
27.3 This guarantee and indemnity shall be a continuing guarantee and indemnity which shall not be discharged except by complete performance of all the Guaranteed Obligations.
27.4 The Guarantor waives any right it may have to require the Service Provider (or any trustee or agent on its behalf) to proceed against or enforce any other right or claim for payment against any person before claiming from the Guarantor under this clause 27.
27.5 The Guarantor must, on a full indemnity basis, pay to the Service Provider on demand the amount of all costs and expenses (including legal and out-of- pocket expenses and any GST on them) incurred by the Landlord Service Provider in connection with:
(a) the preservation, or exercise and enforcement, of any rights under or in connection with the guarantee in this clause 27 or any attempt so to the Tenant;do; and
(b) any delay discharge or forbearance release of this guarantee.
27.6 Until all amounts that may be or become payable by the Landlord in enforcing the payment of the Rent Consignor under or the observance or performance of any of the tenant covenants of this agreement or in making any demand in respect of them;
(c) the Landlord exercising any right or remedy against the Tenant for any failure to pay the Rent or to observe or perform the tenant covenants of this agreement; or
(d) the Landlord taking any action or refraining from taking any action in connection with this Agreement have been irrevocably paid in full, and unless the Deposit; orService Provider otherwise directs in writing, the Guarantor must not exercise any security or other rights it may have by reason of
(e) 28.2 Unless expressly stated otherwise, the Tenant dying consideration for any supply under or becoming incapable in connection with these Terms is exclusive of managing its affairsGST.
Appears in 1 contract
Samples: Terms and Conditions of Trade
GUARANTEE AND INDEMNITY. (The provisions of clause 13 shall apply if there is a Guarantor identified in the Particulars)
14.1 The Guarantor has requested that the Landlord grants the Accommodation Rights to the Tenant.
14.2 13.1 The Guarantor guarantees to the Landlord that the Tenant shall pay the Rent and observe and perform the tenant covenants of this agreement and that if the Tenant fails to pay the Rent or to observe or perform any of the tenant covenants, the Guarantor shall pay or observe and perform them.them.
14.3 13.2 The Guarantor covenants with the Landlord as principal obligor and as a separate and independent obligation and liability from its obligations and liabilities under clause 13.2 13.1 to indemnify and keep indemnified the Landlord against any failure by the Tenant to pay the Rent or any failure to observe or perform any of the tenant covenants of this agreement.agreement.
14.4 13.3 The liability of the Guarantor under clause 13.2 13.1 and clause 13.3 13.2 shall continue until the Tenancy comes to an end and the Tenant is released from the tenant covenants of this agreement.
14.5 13.4 The liability of the Guarantor shall not be reduced, discharged or otherwise adversely affected by:
(a) any time or indulgence granted by the Landlord to the Tenant;
(b) any delay or forbearance by the Landlord in enforcing the payment of the Rent or the observance or performance of any of the tenant covenants of this agreement or in making any demand in respect of them;
(c) the Landlord exercising any right or remedy against the Tenant for any failure to pay the Rent or to observe or perform the tenant covenants of this agreement; or;
(d) the Landlord taking any action or refraining from taking any action in connection with the Deposit; or
(e) the Tenant dying or becoming incapable of managing its affairs.
Appears in 1 contract
Samples: Assured Shorthold Tenancy Agreement
GUARANTEE AND INDEMNITY. The Guarantors hereby jointly and severally guarantee, as a primary obligor and not as a surety to each Secured Party and their respective successors and assigns, the prompt payment in full when due (The whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of clause 13 shall apply if there is a Guarantor identified in Title 11 of the ParticularsUnited States Code or any equivalent provision of any other applicable bankruptcy or insolvency legislation after any bankruptcy or insolvency petition under Title 11 of the United States Code or any equivalent provision of any other applicable bankruptcy or insolvency legislation) on the Loans made by the Lenders to, and the Notes held by each Lender of, Borrower (and its successors and assigns)
14.1 The Guarantor has requested that the Landlord grants the Accommodation Rights , and all other Secured Obligations from time to time owing to the Tenant.
14.2 Secured Parties by any Loan Party under any Loan Document, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Guaranteed Obligations”). The Guarantor guarantees to the Landlord that the Tenant shall pay the Rent Guarantors hereby jointly and observe and perform the tenant covenants of this agreement and severally agree that if the Tenant fails Borrower or other Guarantor(s) shall fail to pay the Rent in full when due (whether at stated maturity, by acceleration or to observe or perform otherwise) any of the tenant covenantsGuaranteed Obligations, the Guarantor shall pay or observe and perform them.
14.3 The Guarantor covenants with the Landlord as principal obligor and as a separate and independent obligation and liability from its obligations and liabilities under clause 13.2 to indemnify and keep indemnified the Landlord against any failure by the Tenant to Guarantors will promptly pay the Rent same in cash, without any demand or notice whatsoever, and that in the case of any failure to observe extension of time of payment or perform any of the tenant covenants of this agreement.
14.4 The liability of the Guarantor under clause 13.2 and clause 13.3 shall continue until the Tenancy comes to an end and the Tenant is released from the tenant covenants of this agreement.
14.5 The liability of the Guarantor shall not be reduced, discharged or otherwise adversely affected by:
(a) any time or indulgence granted by the Landlord to the Tenant;
(b) any delay or forbearance by the Landlord in enforcing the payment of the Rent or the observance or performance renewal of any of the tenant covenants Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of this agreement such extension or in making renewal. If any demand amount in respect of them;
(c) the Landlord exercising Guaranteed Obligations is not recoverable from any right or remedy against Guarantor hereunder on the Tenant for basis of a guaranty, then, notwithstanding any failure other provision hereof, such Guarantor shall be liable here-under as a principal debtor, and shall indemnify the Secured Parties in respect of such amount, and shall pay such amount to pay the Rent or to observe or perform the tenant covenants of this agreement; or
(d) the Landlord taking any action or refraining from taking any action in connection with the Deposit; or
(e) the Tenant dying or becoming incapable of managing its affairsAdministrative Agent on demand.
Appears in 1 contract
Samples: Second Lien Credit Agreement (Thompson Creek Metals CO Inc.)
GUARANTEE AND INDEMNITY. (The provisions of clause 13 shall apply if there is a Guarantor identified in the Particulars)
14.1 The Guarantor has requested that the Landlord grants the Accommodation Rights to the Tenant.
14.2 13.1. The Guarantor guarantees to the Landlord that the Tenant shall pay the Rent and observe and perform the tenant covenants of this agreement and that if the Tenant fails to pay the Rent or to observe or perform any of the tenant covenants, the Guarantor shall pay or observe and perform them.
14.3 13.2. The Guarantor covenants with the Landlord as principal obligor and as a separate and independent obligation and liability from its obligations and liabilities under clause 13.2 13.1 to indemnify and keep indemnified the Landlord against any failure by the Tenant to pay the Rent or any failure to observe or perform any of the tenant covenants of this agreement.
14.4 13.3. The liability of the Guarantor under clause 13.2 13.1 and clause 13.3 13.2 shall continue until the Tenancy comes to an end and the Tenant is released from the tenant covenants of this agreement.
14.5 13.4. The liability of the Guarantor shall not be reduced, discharged or otherwise adversely affected by:
(a) any time or indulgence granted by the Landlord to the Tenant;
(b) any delay or forbearance by the Landlord in enforcing the payment of the Rent or the observance or performance of any of the tenant covenants of this agreement or in making any demand in respect of them;
(c) the Landlord exercising any right or remedy against the Tenant for any failure to pay the Rent or to observe or perform the tenant covenants of this agreement; or
(d) the Landlord taking any action or refraining from taking any action in connection with the Deposit; or
(e) the Tenant dying or becoming incapable of managing its affairs.
Appears in 1 contract
Samples: Assured Shorthold Tenancy Agreement
GUARANTEE AND INDEMNITY. (The provisions of clause 13 shall apply if there is a Guarantor identified in the Particulars)
14.1 The Guarantor has requested that the Landlord grants the Accommodation Rights to the Tenant.
14.2 6.1 The Guarantor guarantees to the Landlord that the Tenant shall pay the Rent and observe and perform the tenant covenants of this agreement Agreement and that if the Tenant fails to pay the Rent or to observe or perform any of the tenant covenants, the Guarantor shall pay or observe and perform them.
14.3 6.2 The Guarantor covenants with the Landlord as principal obligor and as a separate and independent obligation and liability from its obligations and liabilities under clause 13.2 10.1 to indemnify and keep indemnified the Landlord against any failure by the Tenant to pay the Rent or any failure to observe or perform any of the tenant covenants of this agreement.
14.4 6.3 The liability of the Guarantor under clause 13.2 10.1 and clause 13.3 10.2 shall continue until the Tenancy comes to an end and the Tenant is released from the tenant covenants of this agreement.
14.5 6.4 The liability of the Guarantor shall not be reduced, discharged or otherwise adversely affected by:
(a) 6.4.1 any time or indulgence granted by the Landlord to the Tenant;
(b) 6.4.2 any delay or forbearance by the Landlord in enforcing the payment of the Rent or the observance or performance of any of the tenant covenants of this agreement or in making any demand in respect of them;
(c) 6.4.3 the Landlord exercising any right or remedy against the Tenant for any failure to pay the Rent or to observe or perform the tenant covenants of this agreement; [or]
(d) 6.4.4 the Landlord taking any action or refraining from taking any action in connection with the Deposit; or
(e) 6.4.5 the Tenant dying or becoming incapable of managing its affairs.
7.1 Utility bills including (electric, gas, water, broadband, TV license, etc.) are included in the amount of Rent the Tenant shall pay on a monthly basis. The tenant agrees to:
Appears in 1 contract
Samples: Assured Shorthold Tenancy Agreement
GUARANTEE AND INDEMNITY. (The provisions of clause 13 shall apply if there is a Guarantor identified in the Particulars)
14.1 The Guarantor has requested that the Landlord grants the Accommodation Rights to the Tenant.
14.2 The Guarantor 12.1 WTG guarantees to the Landlord that Sellers the Tenant shall pay due and punctual performance, observance and discharge by the Rent Buyer of all the Guaranteed Obligations if and observe and perform the tenant covenants of this agreement and that if the Tenant fails to pay the Rent when they become performable or to observe or perform any of the tenant covenants, the Guarantor shall pay or observe and perform themdue.
14.3 The Guarantor covenants with 12.2 If the Landlord Buyer defaults in the payment when due of any amount that is a Guaranteed Obligation WTG shall on demand by the Sellers, pay that amount to the Sellers in the manner prescribed by this Agreement as if it were the Buyer.
12.3 WTG as principal obligor and as a separate and independent obligation and liability from its obligations and liabilities under clause 13.2 12.1 and clause 12.2, agrees to indemnify and keep indemnified the Landlord Sellers in full and on demand from and against all and any failure Losses suffered or incurred by the Tenant to pay the Rent Sellers (or any of them) arising out of, or in connection with, the Guaranteed Obligations not being recoverable for any reason, or the Buyer’s failure to observe perform or perform discharge any of the tenant covenants Guaranteed Obligations, including in relation to the preservation or exercise or enforcement of any rights under or in connection with the guarantee in this agreementclause 12 or any attempt so to do.
14.4 12.4 The guarantee in this clause 12 is and shall at all times be a continuing security and shall cover the ultimate balance of all monies payable by the Buyer to the Sellers in respect of the Guaranteed Obligations.
12.5 The liability of WTG under the Guarantor under guarantee in this clause 13.2 and clause 13.3 shall continue until the Tenancy comes to an end and the Tenant is released from the tenant covenants of this agreement.
14.5 The liability of the Guarantor 12 shall not be reduced, discharged or otherwise adversely affected by:
(a) any time act, omission, matter or indulgence granted by thing which would have discharged or affected the Landlord to the Tenant;liability of WTG had it been a principal obligor instead of a guarantor or indemnifier; or
(b) anything done or omitted by any delay person which, but for this provision, might operate or forbearance by exonerate or discharge WTG or otherwise reduce or extinguish its liability under the Landlord in enforcing guarantee.
12.6 WTG waives any right it may have to require the Sellers (or any of them, or any trustee or agent on their behalf) to proceed against or enforce any other right or claim for payment against any person before claiming from WTG under this clause 12.
12.7 In no circumstances shall the liability of WTG to make a payment pursuant to this clause 12 exceed the relevant underlying liability of the Rent or Buyer to make such payment under the observance or performance of any of the tenant covenants relevant provision of this agreement or in making any demand in respect of them;
(c) the Landlord exercising any right or remedy against the Tenant for any failure to pay the Rent or to observe or perform the tenant covenants of this agreement; or
(d) the Landlord taking any action or refraining from taking any action in connection with the Deposit; or
(e) the Tenant dying or becoming incapable of managing its affairsAgreement.
Appears in 1 contract
Samples: Share Purchase Agreement (Wireless Telecom Group Inc)
GUARANTEE AND INDEMNITY. (The provisions 28.1 In consideration of clause 13 shall apply if there is the Seller entering into this agreement, the Guarantor unconditionally and irrevocably guarantees, as a Guarantor identified in the Particulars)
14.1 The Guarantor has requested that the Landlord grants the Accommodation Rights primary obligation to the TenantSeller, the due and punctual payment by the Buyers of all monies payable under this Agreement.
14.2 The Guarantor guarantees 28.2 If either of the Buyers defaults on the payment when due of any amount payable to the Landlord that the Tenant shall pay the Rent and observe and perform the tenant covenants of Seller under this agreement and that if the Tenant fails to pay the Rent or to observe or perform any of the tenant covenantsAgreement, the Guarantor shall immediately on demand by the Seller pay or observe and perform themthat amount to the Seller in the manner prescribed in this agreement as if it were such Buyer.
14.3 The Guarantor covenants with 28.3 This guarantee is a continuing guarantee and shall extend to the Landlord as principal obligor and as a separate and independent obligation and liability from its obligations and liabilities under clause 13.2 to indemnify and keep indemnified the Landlord against any failure ultimate balance of sums payable by the Tenant to pay the Rent Buyers under this Agreement, regardless of any intermediate payment or discharge in whole or in part. It shall not be affected by any failure to observe act, omission, matter or perform thing which, but for this Clause 28.3, would reduce, release or prejudice any of the tenant covenants of Guarantor’s obligations under this agreementClause 28.3 (without limitation and whether or not known to it or the Seller).
14.4 The 28.4 If any payment by the Buyers, or any discharge given by the Seller, is avoided or reduced as a result of insolvency or any similar event, the liability of the Buyers and Guarantor shall continue as if the payment, discharge, avoidance or reduction had not occurred and the Seller shall be entitled to recover the value or amount of that security or payment. The Guarantor waives any right it may have of first requiring the Seller (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from the Guarantor under clause 13.2 and clause 13.3 shall continue until the Tenancy comes to an end and the Tenant is released from the tenant covenants of this agreementClause 28.
14.5 28.5 Until all amounts which may be or become payable by the Buyers under or in connection with this Agreement have been irrevocably paid in full, and unless the Seller otherwise directs in writing, the Guarantor shall not exercise any rights which it may have by reason of performance by it of its obligations under this Clause 28.
28.6 The liability obligations of the Guarantor shall not be reduced, discharged or otherwise adversely affected by:
(a) in addition to and independent of all other security which the Buyers may at any time or indulgence granted by the Landlord to the Tenant;
(b) any delay or forbearance by the Landlord hold in enforcing the payment of the Rent or the observance or performance respect of any of the tenant covenants obligations of the Seller under this agreement or in making any demand in respect of them;
(c) the Landlord exercising any right or remedy against the Tenant for any failure to pay the Rent or to observe or perform the tenant covenants of this agreement; or
(d) the Landlord taking any action or refraining from taking any action in connection with the Deposit; or
(e) the Tenant dying or becoming incapable of managing its affairsAgreement.
Appears in 1 contract
GUARANTEE AND INDEMNITY. (The provisions of clause 13 shall apply if there is a Guarantor identified in the Particulars)
14.1 The Guarantor has requested that shall complete the Landlord grants the Accommodation Rights to the TenantGuarantor Contract contained in this agreement.
14.2 The Guarantor guarantees to the Landlord that the Tenant shall pay the Rent and observe and perform the tenant covenants of this agreement and that if the Tenant fails to pay the Rent or to observe or perform any of the tenant covenants, the Guarantor shall pay or observe and perform them.
14.3 The Guarantor covenants with the Landlord as principal obligor and as a separate and independent obligation and liability from its obligations and liabilities under clause 13.2 14 to indemnify and keep indemnified the Landlord against any failure by the Tenant to pay the Rent or any failure to observe or perform any of the tenant covenants of this agreement.
14.4 The liability of the Guarantor under clause 13.2 14 and clause 13.3 14.3 shall continue until the Tenancy comes to an end and the Tenant is released from the tenant covenants of this agreement.
14.5 The liability of the Guarantor shall not be reduced, discharged or otherwise adversely affected by:
(a) any time or indulgence granted by the Landlord to the Tenant;
(b) any delay or forbearance by the Landlord in enforcing the payment of the Rent or the observance or performance of any of the tenant covenants of this agreement or in making any demand in respect of them;
(c) the Landlord exercising any right or remedy against the Tenant for any failure to pay the Rent or to observe or perform the tenant covenants of this agreement; or
(d) the Landlord taking any action or refraining from taking any action in connection with the Deposit; or
(e) the Tenant dying or becoming incapable of managing its affairs.
Appears in 1 contract
Samples: Assured Shorthold Tenancy Agreement
GUARANTEE AND INDEMNITY. In consideration of the Landlord at the request of the Guarantor entering into this Lease with the Tenant the Guarantor covenants and agrees with the Landlord that:
(The provisions of clause 13 shall apply if there is a Guarantor identified in the Particulars)
14.1 1) The Guarantor has requested will be liable jointly and severally with the Tenant for the due and punctual payment of all Rent and other moneys to be paid by the Tenant under this Lease or any extension or renewal thereof, and for the due performance and observance by the Tenant of all the covenants terms and conditions of this Lease on the part of the Tenant to be performed and observed;
(2) The Guarantor indemnifies the Landlord from and against all losses damages costs and expenses which the Landlord may suffer or incur in consequence of any breach or non-observance of any of the covenants terms and conditions of this Lease on the part of the Tenant to be performed or observed and the Guarantor agrees that the Landlord grants the Accommodation Rights to the Tenant.
14.2 The Guarantor guarantees will remain liable to the Landlord under this indemnity notwithstanding that as a consequence of any breach or non- observance the Landlord has exercised any of its rights under this Lease including its rights of re-entry and notwithstanding that the Tenant shall pay (being a corporation) may be wound up or dissolved or (being a natural person) may be declared bankrupt and notwithstanding that the Rent and observe and perform the tenant covenants of this agreement and that if the Tenant fails to pay the Rent or to observe or perform any of the tenant covenants, guarantee given by the Guarantor shall pay may for any reason be unenforceable either in whole or observe and perform them.in part;
14.3 The Guarantor covenants with the Landlord as principal obligor and as a separate and independent obligation and liability from its obligations and liabilities under clause 13.2 to indemnify and keep indemnified the Landlord against (3) On any default or failure by the Tenant to pay the Rent or any failure to observe or and perform any of the tenant covenants terms and conditions of this agreement.Lease the Guarantor will immediately on demand by the Landlord pay all moneys required to be paid to remedy any default by the Tenant in performing or observing any of the covenants terms and conditions of this Lease;
14.4 (4) The liability of the Guarantor under clause 13.2 this guarantee and clause 13.3 shall continue until indemnity will not be affected by the Tenancy comes granting of time or any other indulgence to an end the Tenant or by any assignment or purported assignment of the interest of the Tenant under this Lease or by the compounding compromise release abandonment waiver variation or renewal of any of the rights of the Landlord against the Tenant or by any variation of this Lease or by the completion of this Lease by the Landlord or its solicitors under the terms of any agreement for lease or by any neglect or omission to enforce those rights or by any other thing which under the law relating to sureties would or might but for this provision release the Guarantor in whole or in part from its obligations under this guarantee and indemnity;
(5) Notwithstanding that as between the Guarantor and the Tenant the Guarantor may be a surety only, nevertheless as between the Guarantor and the Landlord the Guarantor is released from deemed to be a primary debtor and contractor jointly and severally with the tenant covenants Tenant;
(6) To the fullest extent permitted by law the Guarantor hereby waives such of its rights as surety or indemnifier (legal equitable statutory or otherwise) as may at any time be inconsistent with any of the provisions of this agreement.guarantee and indemnity;
14.5 (7) The liability covenants and agreements made by the Guarantor are not conditional or contingent in any way or dependent upon the validity or enforceability of the covenants and agreements of any other person and remain binding notwithstanding that any other person does not execute this Lease or this guarantee and indemnity;
(8) The obligations of the Guarantor shall under this guarantee and indemnity continue until all Rent and other moneys payable under this Lease have been paid and until all other obligations and indemnities have been performed observed and satisfied and those obligations will not be reduced, discharged reduced or otherwise adversely affected by:by any notice to quit given by either party to this Lease or the death insolvency liquidation or dissolution of the Tenant or the Guarantor or either of them;
(a9) The Guarantor does not execute this guarantee and indemnity as a result of or by reason of any time promise representation statement information or indulgence inducement of any nature or kind given or offered to the Guarantor by the Landlord or on the Landlord's behalf whether in answer to any enquiry by or on behalf of the Guarantor or not and (except as provided in this guarantee and indemnity) the Tenant was not prior to the execution of this guarantee and indemnity by the Guarantor and is not subsequently under any duty to disclose to the Guarantor or to do or execute any act matter or thing relating to the affairs of the Tenant or its transactions with the Landlord;
(10) In the event of the Tenant during the Term of this Lease entering into liquidation (or being a person, entering into bankruptcy) and the liquidator or trustee in bankruptcy disclaiming this Lease, or if the Tenant should be dissolved, the Guarantor will accept from the Landlord a lease of the Premises for a term equal in duration to the residue remaining unexpired of the Term of this Lease, the new lease to contain the same Tenant's and Landlord's covenants respectively and the same provisos and the conditions in all respects (including the proviso for re-entry) as are in this Lease contained together with such other covenants provisos and conditions as the Landlord may reasonably require and on the execution by the Landlord of the further lease the Guarantor will pay all costs of the further lease (including all costs of an incidental to the preparation execution and stamping of the lease and all stamp duty and registration fees) and will immediately execute and deliver to the Landlord the lease in triplicate;
(11) In the event of a further lease of the Premises being granted by the Landlord to the TenantTenant (including to any successors of the Tenant or to its permitted assigns) consequent upon the exercise of any option to renew contained in the lease or in the event of the Landlord granting to the Tenant any extension of the Term of this Lease then this guarantee and indemnity will be deemed to extend to the further lease or the extension of the Term as the case may be and will read and construed as if the further lease were this Lease and the Tenant holding under it were the Tenant referred to in this Lease;
(b12) any delay All notices or forbearance demands to be given or made to or upon the Guarantor will be deemed to be duly given and served on the Guarantor if signed by the Landlord in enforcing or the payment solicitors for the Landlord or if the Landlord is a corporation then by any officer of the Rent corporate Landlord or the observance solicitors for the corporate Landlord and delivered to the Guarantor (or performance if there is more than one Guarantor then to any one or more of them) personally or if the Guarantor is a corporation then to any person at its registered office or principal place of business or abode of the tenant covenants Guarantor or if left at or sent to the Guarantor through the post in a prepaid envelope addressed to the Guarantor at the address (if any) of this agreement the Guarantor set out in Item 12 of the Reference Schedule. A notice or in making any demand in respect which is posted will be deemed to have been served on the Guarantor on the day following the date of themposting;
(c13) In the event of the invalidity of any part or provision of this guarantee and indemnity that invalidity will not affect the validity or the enforceability of any other part or provision of this guarantee;
(14) Where there is more than one person or corporation which together constitute the Guarantor to this Lease, the obligations and liabilities of each of those persons or corporation are joint and several;
(15) This guarantee takes effect immediately upon its execution and continues to be of full effect whether or not the Lease is subsequently registered. References to "this Lease" include any equitable lease agreement for lease or periodic tenancy arising upon execution or acceptance by the Tenant of the instrument to which this guarantee is annexed; and
(16) In the event of the Landlord exercising transferring the Land or otherwise assigning the Landlord's rights and obligations as Landlord under this Lease the Landlord's rights under this guarantee (whether or not there is any right express assignment of the rights) will be deemed to be assigned to the owner from time to time of the Land or remedy against other assignee of the Tenant for any failure to pay the Rent or to observe or perform the tenant covenants of this agreement; or
(d) the Landlord taking any action or refraining from taking any action in connection with the Deposit; or
(e) the Tenant dying or becoming incapable of managing its affairsLandlord's rights and obligations.
Appears in 1 contract
Samples: Lease (Retail)
GUARANTEE AND INDEMNITY. (The provisions 15.1 In consideration of clause 13 shall apply if there is a the Buyer entering into this Agreement, the Guarantor identified in the Particulars)
14.1 The Guarantor has requested that the Landlord grants the Accommodation Rights to the Tenant.
14.2 The Guarantor irrevocably and unconditionally guarantees to the Landlord Buyer punctual performance by the Seller of all of the Seller’s obligations under this Agreement and the Guarantor:
(a) whenever the Seller does not pay any amount when due under or in connection with this Agreement, shall immediately on demand pay that amount as if it was the principal obligor; and
(b) whenever the Seller fails to perform any other obligations under this Agreement, shall immediately on demand perform (or procure performance of) and satisfy (or procure the satisfaction of) that obligation, so that the Tenant shall pay same benefits are conferred on the Rent Buyer as it would have received if such obligation had been performed and observe and perform satisfied by the tenant covenants of this agreement and that if the Tenant fails to pay the Rent or to observe or perform any of the tenant covenants, the Guarantor shall pay or observe and perform themSeller.
14.3 15.2 The Guarantor covenants with the Landlord Guarantor, as principal obligor and as a separate and independent obligation and liability from its obligations and liabilities under clause 13.2 to provided in Clause 15.1, shall indemnify and keep indemnified hold the Landlord Buyer harmless from and against any failure Loss suffered or incurred by it as a result of the nonperformance by the Tenant to pay the Rent Seller of any of its obligations under this Agreement or any failure to observe or perform any of the tenant covenants of this agreementother Transaction Document.
14.4 The liability 15.3 This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable or obligations performed by the Seller under this Agreement and the other Transaction Documents, regardless of any intermediate payment or discharge in whole or in part.
15.4 Save to the extent provided in Clause 15.5, the obligations of the Guarantor under clause 13.2 and clause 13.3 shall continue until the Tenancy comes to an end and the Tenant is released from the tenant covenants of this agreement.
14.5 The liability of the Guarantor shall will not be reduced, discharged or otherwise adversely affected by:
(a) any time time, waiver or indulgence consent granted by the Landlord to the TenantSeller or any other person;
(b) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any delay or forbearance by rights against the Landlord in enforcing the payment of the Rent or the observance or performance of any of the tenant covenants of Seller under this agreement or in making any demand in respect of themAgreement;
(c) the Landlord exercising insolvency (or similar proceedings) of the Seller, any right incapacity or remedy against lack of power, authority or legal personality of the Tenant for any failure to pay Seller or change in control, ownership or status of the Rent or to observe or perform the tenant covenants of this agreementSeller; or
(d) any amendment to this Agreement.
15.5 For the Landlord taking avoidance of doubt, the Guarantor shall have no liability under this Clause 15 in respect of any action liability of the Seller under this Agreement to the extent that such liability is excluded by any provision of Schedule 1 (Seller’s and Guarantor’s Limitations of Liability) and, where any obligation or refraining from taking any action liability of the Seller is either:
(a) amended or varied in connection accordance with the DepositClause 17.7 (Variations); or
(eb) waived to any extent in a manner that is effective in accordance with Clause 17.9 (Remedies and Waivers), the Tenant dying Guarantor’s obligations under this Clause 15 in respect of such obligation or becoming incapable liability as it subsists following such amendment, variation or waiver shall be determined by reference to such obligation as so amended or varied, or taking account of managing its affairsthe extent to which such obligation or liability has been so waived.
15.6 Notwithstanding anything to the contrary, the Buyer shall not, at any time, be entitled to recover any more under this Clause 15 in respect of any matter than the Buyer would be entitled to recover from the Seller in respect of such matter.
15.7 Until all amounts which may be or become payable by the Seller under or in connection with this Agreement and any other Transaction Document have been irrevocably paid in full the Buyer shall not be obliged to apply any sums held or received by it from the Guarantor towards payment of the Seller’s obligations.
15.8 The Guarantor warrants to the Buyer that each of the Seller’s Warranties set out in paragraph 1 and paragraph 3 of Schedule 1 (Seller’s Warranties) (as if references to
Appears in 1 contract
Samples: Share Sale and Purchase Agreement (International Game Technology PLC)
GUARANTEE AND INDEMNITY. 17.1. In consideration of us entering into this Agreement with you, each Guarantor severally and jointly unconditionally and irrevocably:
(The provisions of clause 13 shall apply if there is a Guarantor identified in the Particulars)
14.1 The Guarantor has requested that the Landlord grants the Accommodation Rights to the Tenant.
14.2 The Guarantor a) guarantees to us the Landlord that due payment by you of all money payable by you and the Tenant shall pay due performance and observance by you of all the Rent terms in this Agreement; and
(b) indemnifies us and observe agrees always to keep us indemnified from and perform the tenant covenants against all Claims, Loss and Liability which we suffer or incur due to or arising directly or indirectly out of this agreement and that if the Tenant fails to pay the Rent any breach or to observe or perform non-observance by you of any of the tenant covenantsterms of this Agreement or out of the inaccuracy of a representation or warranty under this Agreement.
17.2. If, and each time that you fail to perform any obligation in full when due, the Guarantor shall pay Guarantors must, on demand, without requiring us to first:
(a) take any steps against you or observe any other person; or
(b) enforce any charge or security interest that we may hold in relation to that obligation, perform that obligation in full and perform themwhen due in accordance with the terms of this Agreement as if the Guarantors were the principal obligors in respect of that obligation.
14.3 17.3. The Guarantor covenants with the Landlord as principal obligor Guarantors each acknowledge and as a separate and independent obligation and agree that: (a). their liability from its obligations and liabilities under clause 13.2 to indemnify and keep indemnified the Landlord against any failure by the Tenant to pay the Rent or any failure to observe or perform any of the tenant covenants of this agreement.
14.4 The liability of the Guarantor under clause 13.2 and clause 13.3 shall continue until the Tenancy comes to an end and the Tenant is released from the tenant covenants of this agreement.
14.5 The liability of the Guarantor shall will not be reduced, discharged or otherwise adversely affected by:
(ai) the compounding, compromise, release, abandonment, waiver
(ii) any time neglect or indulgence granted omission to enforce such rights by the Landlord to the Tenantus;
(biii) our failure to register or register correctly any delay Security Interest or forbearance by the Landlord in enforcing the payment of the Rent or the observance or performance of a Security Interest not obtaining any of the tenant covenants of this agreement or in making any demand in respect of themcontemplated priority;
(civ) the Landlord exercising this Agreement or any right other document being varied or remedy against the Tenant for replaced in any failure to pay the Rent or to observe or perform the tenant covenants of this agreement; orway;
(dv) us doing something or failing to do something which could, under the Landlord taking any action law relating to guarantees and indemnities, have affected the Guarantor’s liability or refraining anything else happens that, apart from taking any action this clause, could result in connection with the Deposit; orGuarantor’s obligations ending or being affected;
(evi) the Tenant dying or becoming incapable of managing its affairs.not enforcing on a party to this Agreement other than a Guarantor;
Appears in 1 contract
Samples: Butn Now Agreement
GUARANTEE AND INDEMNITY. In consideration of IO entering into this agreement with the Client and in consideration of the sum of two dollars (The provisions of clause 13 shall apply if there $2) and other good and valuable consideration, (the receipt and sufficiency whereof is a hereby acknowledged by Guarantor) Guarantor identified in the Particulars)
14.1 The Guarantor has requested hereby unconditionally guarantees to IO that the Landlord grants the Accommodation Rights Client will pay all amounts to the Tenant.
14.2 The Guarantor guarantees to the Landlord that the Tenant shall pay the Rent be paid and otherwise observe and perform the tenant covenants of all terms and conditions to be so observed and performed, either in this agreement and/or in any agreement between the Client and that if the Tenant fails to pay the Rent or to observe or perform IO and/or any of its affiliates. If the tenant covenants, the Guarantor Client shall pay default in making any such payments or observe and perform them.
14.3 The Guarantor covenants with the Landlord as principal obligor and as a separate and independent obligation and liability from its obligations and liabilities under clause 13.2 to indemnify and keep indemnified the Landlord against any failure by the Tenant to pay the Rent or any failure to observe or perform any of the tenant covenants of this agreement.
14.4 The liability of the Guarantor under clause 13.2 and clause 13.3 shall continue until the Tenancy comes to an end and the Tenant is released from the tenant covenants of this agreement.
14.5 The liability of the Guarantor shall not be reduced, discharged or otherwise adversely affected by:
(a) any time or indulgence granted by the Landlord to the Tenant;
(b) any delay or forbearance by the Landlord in enforcing the payment of the Rent or the observance or performance of any such obligations, Guarantor hereby covenants and agrees to pay to IO forthwith upon demand all amounts not so paid by the Client and all damages that may arise in consequence of any such non-observance or nonperformance. Without in any way restricting or limiting the guarantee given by Guarantor as set out above or any other rights and remedies to which IO may be entitled, Guarantor hereby covenants and agrees to indemnify and save IO harmless against any and all liabilities, losses, suits, claims, demands, costs, 6nes and actions of any kind or nature whatsoever to which IO shall or may become liable for, or suffer, by reason of any breach, violation or non-performance by the Client of any term or condition of this agreement, or any other agreement made between the Client and IO and/or any of its affiliates. Guarantor acknowledges reviewing all of the tenant covenants provisions of this agreement and agrees to be bound by all of the provisions hereof insofar as applicable to him or in making any demand in respect her, including without limitation, the provisions of them;
(c) the Landlord exercising any right Section 9 which, by his or remedy against the Tenant for any failure to pay the Rent or to observe or perform the tenant covenants her execution of this agreement; or
, he or she covenants and agrees to abide by and be bound by. Version Date: March 14, 2006 Membership Package: Facilities 120 90 Additional Members: 1 20 Branch Office: (dlocation) Access Codes: Copy Code (no install chg): Y N After Hours Access ($15 Install) Y N Business Services: (list details on separate business services agreement) Miscellaneous Services: (please list) ID code: Y N 1-800 number: Custom number: Transaction box: Additional voicemails: Active notification: Other telephone services: Custom Operator Mailbox size: Mail Forwarding Services: ___ x per ___ Additional Company Names: Telephone Directory Listing: Lobby Directory Listing: Version date: March 14, 2006 • Enter code ( - - - -) into keypad and press the Landlord taking any action or refraining from taking any action in connection ID Key. • Select copy settings. • Make copies. • After copies are made, press ID "Clear" button on right-hand keypad to clear code. • Your assigned code will only work on the copier if you have elected to have a copy code. • Please be advised that the copier will need to warm up before use to ensure proper functioning. • Swipe access card on keypad outside mailroom door on the East Side of the main door. • When you hear a "click", you will be able to enter. • Please ensure that door shuts securely behind you. • All clients with the Deposit; or
(e) the Tenant dying or becoming incapable of managing its affairsfacilities membership will receive a code to access mail.
Appears in 1 contract
GUARANTEE AND INDEMNITY. (The provisions of clause 13 shall apply if there is a Guarantor identified in the Particulars)
14.1 The Guarantor has requested that the Landlord grants the Accommodation Rights to the Tenant.
14.2 13.1 The Guarantor guarantees to the Landlord that the Tenant shall pay the Rent and observe and perform the tenant covenants of this agreement and that if the Tenant fails to pay the Rent or to observe or perform any of the tenant covenants, the Guarantor shall pay or observe and perform them.
14.3 13.2 The Guarantor covenants with the Landlord as principal obligor and as a separate and independent primary obligation and liability from its obligations and liabilities under clause 13.2 13.1 to indemnify and keep indemnified the Landlord against any failure by the Tenant to pay the Rent or any failure to observe or perform any of the tenant covenants of this agreement.
14.4 13.3 The liability of the Guarantor under clause 13.2 13.1 and clause 13.3 13.2 shall continue until the Tenancy comes to an end and the Tenant is released from the tenant covenants of this agreement.
14.5 13.4 The liability of the Guarantor shall not be reduced, discharged or otherwise adversely affected by:
(a) any time or indulgence granted by the Landlord to the Tenant;; or
(b) any delay or forbearance by the Landlord in enforcing the payment of the Rent or the observance or performance of any of the tenant covenants of this agreement or in making any demand in respect of them;: or
(c) the Landlord exercising any right or remedy against the Tenant for any failure to pay the Rent or to observe or perform the tenant covenants of this agreement; : or
(d) the Tenant dying or becoming incapable of managing its affairs: or
(e) the Landlord taking any action or refraining from taking any action in connection with the Deposit; or
(e) the Tenant dying or becoming incapable of managing its affairs.
Appears in 1 contract
Samples: Assured Shorthold Tenancy Agreement
GUARANTEE AND INDEMNITY. (The provisions 30.1 In consideration of clause 13 shall apply if there is the Sellers entering into this agreement, the Guarantor unconditionally and irrevocably guarantees, as a Guarantor identified in primary obligation to each of the Particulars)
14.1 The Guarantor has requested that Sellers, the Landlord grants due and punctual payment by the Accommodation Rights to the TenantBuyer of all monies payable under this agreement or arising from any termination of this agreement.
14.2 The Guarantor guarantees 30.2 If the Buyer defaults on the payment when due of any amount payable to the Landlord that the Tenant shall pay the Rent and observe and perform the tenant covenants of this agreement and that if the Tenant fails to pay the Rent or to observe or perform any of the tenant covenantsSellers under this agreement or arising from its termination, the Guarantor shall immediately on demand by any or all of the Sellers pay or observe and perform themthat amount to the Sellers in the manner prescribed in this agreement as if the Guarantor were the Buyer.
14.3 30.3 This guarantee is a continuing guarantee and shall extend to the ultimate balance of all sums payable by the Buyer under this agreement, regardless of any intermediate payment or discharge in whole or in part. It shall not be affected by any act, omission, matter or thing which, but for this clause 30.3, would reduce, release or prejudice any of the Guarantor’s obligations under this clause 30 (without limitation and whether or not known to it or the Sellers).
30.4 If any payment by the Buyer, or any discharge given by any Sellers, is avoided or reduced as a result of insolvency or any similar event, the liability of the Buyer and Guarantor shall continue as if the payment, discharge, avoidance or reduction had not occurred and each of the Sellers shall be entitled to recover the value or amount of that security or payment. The Guarantor covenants waives any right it may have of first requiring the Sellers (or any trustee or agent on their behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from the Guarantor under this clause 30.
30.5 Until all amounts which may be or become payable by the Buyer under or in connection with this agreement have been irrevocably paid in full, the Landlord Sellers (or any trustee or agent on their behalf) may hold in an interest-bearing suspense account any moneys received from the Guarantor, or on account of the Guarantor’s liability under this clause 30, and may, as principal obligor they see fit, apply or not apply any other moneys, securities or rights in respect of those amounts.
30.6 Until all amounts which may be or become payable by the Buyer under or in connection with this agreement have been irrevocably paid in full, and as a separate unless the Sellers otherwise direct in writing, the Guarantor shall not exercise any rights which it may have by reason of performance by it of its obligations under this clause 30.
30.7 The obligations of the Guarantor shall be in addition to and independent obligation of all other security which the Buyer may at any time hold in respect of any of the obligations of the Sellers under this agreement.
30.8 As an independent and liability from its obligations primary obligation, without prejudice to clause 30.1 the Guarantor unconditionally and liabilities under clause 13.2 irrevocably agrees to indemnify and keep indemnified each of the Landlord Sellers from and against all and any losses, costs, claims, liabilities, damages, demands and expenses suffered or incurred by each of the Sellers and arising from failure by of the Tenant Buyer to pay the Rent comply with any of its obligations, or discharge any failure to observe of its liabilities under this agreement or perform through any of the tenant covenants of this agreement.
14.4 The liability of the Guarantor under clause 13.2 and clause 13.3 shall continue until the Tenancy comes guaranteed obligations becoming unenforceable, invalid or illegal (on any grounds, whether known to an end and the Tenant is released from the tenant covenants of this agreement.
14.5 The liability of the Guarantor shall not be reduced, discharged or otherwise adversely affected by:
(a) any time or indulgence granted by the Landlord to the Tenant;
(b) any delay or forbearance by the Landlord in enforcing the payment of the Rent it or the observance Sellers or performance of any of the tenant covenants of this agreement or in making any demand in respect of them;
(c) the Landlord exercising any right or remedy against the Tenant for any failure to pay the Rent or to observe or perform the tenant covenants of this agreement; or
(d) the Landlord taking any action or refraining from taking any action in connection with the Deposit; or
(e) the Tenant dying or becoming incapable of managing its affairsnot).
Appears in 1 contract
Samples: Exhibit (Ems Technologies Inc)
GUARANTEE AND INDEMNITY. (The provisions 1.1. In consideration of clause 13 the Security Trustee and /or the Finance Parties granting time, credit and banking facilities to any one or more of the Principals, each Guarantor unconditionally and irrevocably guarantees the payment or discharge of the Secured Liabilities and shall apply if there is a Guarantor identified on demand in the Particulars)
14.1 The Guarantor has requested that the Landlord grants the Accommodation Rights writing pay or discharge them to the TenantSecurity Trustee.
14.2 The Guarantor guarantees to the Landlord that the Tenant shall pay the Rent and observe and perform the tenant covenants of this agreement and that if the Tenant fails to pay the Rent or to observe or perform any 1.2. In consideration of the tenant covenantsSecurity Trustee and/or a Finance Party granting time, credit and banking facilities to any one or more of the Principals, each Guarantor shall pay or observe and perform them.
14.3 The Guarantor covenants with the Landlord (as principal obligor and as a separate and independent obligation and liability from its obligations obligation and liabilities under clause 13.2 Clause 1.1) unconditionally and irrevocably agrees to indemnify and keep indemnified the Landlord Security Trustee and/or each Finance Party against any all costs, losses or liabilities resulting from the failure by any Principal to make due and punctual payment of the Tenant to pay the Rent Secured Liabilities (or any failure to observe part thereof) or perform resulting from any of the tenant covenants of this agreementSecured Liabilities being or becoming void, voidable, unenforceable or ineffective against any Principal.
14.4 The 1.3. Each Guarantor’s liability of the Guarantor under clause 13.2 and clause 13.3 shall continue until the Tenancy comes to an end and the Tenant is released from the tenant covenants of this agreement.
14.5 The liability of the Guarantor Guarantee shall not be reduced, discharged or otherwise adversely affected by:by anything that would not have discharged or affected it if such Guarantor had been a principal debtor instead of a guarantor.
(a) 1.4. Each Guarantor acknowledges and agrees that its obligations under this Guarantee shall be continuing obligations and shall extend to cover the ultimate balance due at any time or indulgence granted by the Landlord to the Tenant;
(b) any delay or forbearance by Security Trustee and/or a Finance Party from each Principal and that the Landlord in enforcing the payment identity of the Rent or the observance or performance of any Principals and of the tenant covenants Guarantors may change from time to time in accordance with the terms of this agreement Guarantee.
1.5. This Guarantee shall be in addition to and shall not affect or in making be affected by or merge with any demand in respect of them;
(c) the Landlord exercising any other judgement, security, right or remedy against obtained or held by the Tenant Security Trustee and/or a Finance Party at any time for the discharge and performance of the Secured Liabilities.
1.6. If any failure Guarantor shall fail to pay any amount under this Guarantee when it is due then such amount shall bear interest (after as well as before judgement and payable on demand) at the Rent or Default Rate from time to observe or perform time from the tenant covenants of this agreement; or
(d) due date until the Landlord taking any action or refraining date such amount is paid in full to the Security Trustee and/or a Finance Party from taking any action in connection with the Deposit; or
(e) the Tenant dying or becoming incapable of managing its affairswhichever source.
Appears in 1 contract
GUARANTEE AND INDEMNITY. In consideration of IO entering into this agreement with the Client and in consideration of the sum of two dollars (The provisions of clause 13 shall apply if there $2) and other good and valuable consideration, (the receipt and sufficiency whereof is a hereby acknowledged by Guarantor) Guarantor identified in the Particulars)
14.1 The Guarantor has requested hereby unconditionally guarantees to IO that the Landlord grants the Accommodation Rights Client will pay all amounts to the Tenant.
14.2 The Guarantor guarantees to the Landlord that the Tenant shall pay the Rent be paid and otherwise observe and perform the tenant covenants of all terms and conditions to be so observed and performed, either in this agreement and/or in any agreement between the Client and that if the Tenant fails to pay the Rent or to observe or perform IO and/or any of its affiliates. If the tenant covenants, the Guarantor Client shall pay default in making any such payments or observe and perform them.
14.3 The Guarantor covenants with the Landlord as principal obligor and as a separate and independent obligation and liability from its obligations and liabilities under clause 13.2 to indemnify and keep indemnified the Landlord against any failure by the Tenant to pay the Rent or any failure to observe or perform any of the tenant covenants of this agreement.
14.4 The liability of the Guarantor under clause 13.2 and clause 13.3 shall continue until the Tenancy comes to an end and the Tenant is released from the tenant covenants of this agreement.
14.5 The liability of the Guarantor shall not be reduced, discharged or otherwise adversely affected by:
(a) any time or indulgence granted by the Landlord to the Tenant;
(b) any delay or forbearance by the Landlord in enforcing the payment of the Rent or the observance or performance of any such obligations, Guarantor hereby covenants and agrees to pay to IO forthwith upon demand all amounts not so paid by the Client and all damages that may arise in consequence of any such non-observance or nonperformance. Without in any way restricting or limiting the guarantee given by Guarantor as set out above or any other rights and remedies to which IO may be entitled, Guarantor hereby covenants and agrees to indemnify and save IO harmless against any and all liabilities, losses, suits, claims, demands, costs, 6nes and actions of any kind or nature whatsoever to which IO shall or may become liable for, or suffer, by reason of any breach, violation or non-performance by the Client of any term or condition of this agreement, or any other agreement made between the Client and IO and/or any of its affiliates. Guarantor acknowledges reviewing all of the tenant covenants provisions of this agreement and agrees to be bound by all of the provisions hereof insofar as applicable to him or in making any demand in respect her, including without limitation, the provisions of them;
(c) the Landlord exercising any right Section 9 which, by his or remedy against the Tenant for any failure to pay the Rent or to observe or perform the tenant covenants her execution of this agreement; or
, he or she covenants and agrees to abide by and be bound by. Version Date: March 14, 2006 Membership Package: Facilities Additional Members: 1 20 Branch Office: (dlocation) Access Codes: Copy Code (no install chg): Y N After Hours Access ($15 Install) Y N Business Services: (list details on separate business services agreement) Miscellaneous Services: (please list) ID code: Y N 1-800 number: Custom number: Transaction box: Additional voicemails: Active notification: Other telephone services: Custom Operator Mailbox size: Mail Forwarding Services: ___ x per ___ Additional Company Names: Telephone Directory Listing: Lobby Directory Listing: Version date: March 14, 2006 • Enter code ( - - - -) into keypad and press the Landlord taking any action or refraining from taking any action in connection ID Key. • Select copy settings. • Make copies. • After copies are made, press ID "Clear" button on right-hand keypad to clear code. • Your assigned code will only work on the copier if you have elected to have a copy code. • Please be advised that the copier will need to warm up before use to ensure proper functioning. • Swipe access card on keypad outside mailroom door on the East Side of the main door. • When you hear a "click", you will be able to enter. • Please ensure that door shuts securely behind you. • All clients with the Deposit; or
(e) the Tenant dying or becoming incapable of managing its affairsfacilities membership will receive a code to access mail.
Appears in 1 contract
GUARANTEE AND INDEMNITY. (The provisions 7.1 In consideration of clause 13 shall apply if there is a Guarantor identified in the Particulars)
14.1 The Guarantor has requested that Sellers and the Landlord grants Optionholder entering into this Agreement, the Accommodation Rights to Guarantor, at the Tenant.
14.2 The Guarantor request of the Buyer, guarantees to the Landlord that Sellers and the Tenant shall pay Optionholder and their respective successors, transferees and assigns the Rent due and observe punctual performance and perform observance by the tenant covenants Buyer of all the Buyer's obligations arising under this agreement Agreement (“Guaranteed Obligations”).
7.2 If the Buyer defaults on the payment of any amount due and that if payable to the Tenant fails to pay Sellers and the Rent Optionholder under this Agreement or to observe or perform any of the tenant covenantsTransaction Documents, the Guarantor shall pay or observe and perform them.
14.3 The Guarantor covenants with the Landlord as principal obligor and as a separate and independent obligation and liability from its obligations and liabilities under clause 13.2 to indemnify and keep indemnified the Landlord against any failure by the Tenant to pay the Rent or any failure to observe or perform any of the tenant covenants of this agreement.
14.4 The liability of the Guarantor under clause 13.2 and clause 13.3 shall continue until the Tenancy comes to an end and the Tenant is released from the tenant covenants of this agreement.
14.5 The liability of the Guarantor shall not be reduced, discharged or otherwise adversely affected byshall:
(a) (without the need for any time or indulgence granted by demand) perform and discharge the Landlord to the TenantGuaranteed Obligations;
(b) any delay or forbearance immediately on demand by the Landlord Sellers, unconditionally pay that amount to the Sellers in enforcing the manner prescribed in this Agreement as if it were the Buyer; and
(c) immediately on demand by the Optionholder, unconditionally pay that amount to the Optionholder in the manner prescribed in this Agreement as if it were the Buyer.
7.3 This guarantee is a continuing guarantee and shall extend to the ultimate balance of sums payable by the Buyer under this Agreement and the Transaction Documents, regardless of any intermediate payment or discharge in whole or in part. It shall not be affected by any act, omission, matter or thing which, but for this Clause 7.3 would reduce, release or prejudice any of the Rent Guarantor's obligations under this Clause 6 (without limitation and whether or not known to it or the observance Seller or performance the Optionholder).
7.4 If any payment by the Buyer, or any discharge given by the Sellers or Optionholder, is avoided or reduced as a result of insolvency or any similar event, the liability of the Buyer and the Guarantor shall continue as if the payment, discharge, avoidance or reduction had not occurred and the Sellers and Optionholder shall be entitled to recover the value or amount of that security or payment. The Guarantor waives any right it may have of first requiring the Sellers or Optionholder (or any trustee or agent on their behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from the Guarantor under this Clause 6.
7.5 The Guarantor warrants to the Sellers and the Optionholder that it has not taken or received, and shall not take, exercise or receive the benefit of any rights from or against the Buyer, its liquidator, an administrator, co-guarantor or any other person in connection with any liability of, or payment by, the Guarantor under Clause 6 but:
(a) if any such rights are taken, exercised or received by the Guarantor, those rights and all monies at any time received or held in respect of those rights shall be held by the Guarantor on trust for the Seller or Optionholder (if applicable) for application in or towards the discharge of the obligations guaranteed under this Clause 6 ;
(b) on demand by the Sellers, the Guarantor shall promptly transfer, assign or pay to the Seller all other rights and all monies from time to time held on trust by the Guarantor under this Clause 7.5; and
(c) on demand by the Optionholder, the Guarantor shall promptly transfer, assign or pay to the Optionholder all other rights and all monies from time to time held on trust by the Guarantor under this Clause 7.5.
7.6 The obligations of the Guarantor shall be in addition to and independent of all other security which the Seller and Optionholder may at any time hold in respect of any of the tenant covenants obligations of the Buyer under this agreement.
7.7 As an independent and primary obligation, without prejudice to Clause 7.1 or Clause 7.2, the Guarantor shall indemnify and keep indemnified each Seller and the Optionholder from and against all and any losses suffered or incurred by each Seller and the Optionholder arising from any failure of the Buyer to comply with any of its obligations, or discharge any of its liabilities, under this agreement or in making through any demand in respect of them;
the Guaranteed Obligations becoming unenforceable, invalid or illegal (c) on any grounds, whether known to it or the Landlord exercising any right Buyer or remedy against the Tenant for any failure to pay the Rent or to observe or perform the tenant covenants of this agreement; or
(d) the Landlord taking any action or refraining from taking any action in connection with the Deposit; or
(e) the Tenant dying or becoming incapable of managing its affairsnot).
Appears in 1 contract
Samples: Share Purchase Agreement (Wayside Technology Group, Inc.)
GUARANTEE AND INDEMNITY. (The provisions i. In consideration of clause 13 shall apply if there is a the Council entering into this Agreement and granting credit to the Customer at the Customer’s request, the Guarantor identified in covenants and agrees with the Particulars)
14.1 The Guarantor has requested Council that the Landlord grants the Accommodation Rights to the Tenant.Guarantor:
14.2 The Guarantor A. irrevocably guarantees to the Landlord Council due performance by the Customer of its obligations under this Agreement including payment all monies owing to the Council for the goods supplied to the Customer;
B. separately and independently undertakes to indemnify the Council and will at all times keep the Council indemnified from and against all losses and expenses which the Council may suffer or incur as a result of any breach or non- observance by the Customer or the Guarantor of any term of this Agreement (including all enforcement expenses and legal costs on a full indemnity basis) or any part of this Agreement being void or unenforceable; and
C. is deemed to be a primary debtor to the Council independent of the Customer.
ii. This is a continuing guarantee, and the Guarantor remains liable to the Council under clause 14.i notwithstanding:
A. that the Tenant shall pay Council has exercised any of its rights under this Agreement;
B. that the Rent and observe and perform guarantee given by the tenant covenants Guarantor may be for any reason unenforceable, either in whole or in part;
C. that the Customer (being a company) is wound up or dissolved, or (being a natural person) is declared bankrupt;
D. the granting of time or concession (including a release, waiver, variation, assignment, novation, compounding or relinquishment of rights) to the Customer by the Council;
E. any delay or laches on the part of the Council;
F. any variation of this agreement Agreement between the Council and the Customer (whether or not such variation increases the Guarantor’s liability under the Guarantee) or any assignment or novation of this Agreement.
iii. The Customer acknowledges and agrees that a demand on the Guarantor is deemed to have been duly made if it is in writing and signed on behalf of the Tenant fails Council by its authorised representative or solicitor and has been given to pay the Rent Guarantor or left at or posted to observe the address of the Guarantor or perform Customer or such last known address as notified to the Council in writing by the Guarantor.
iv. The Council may apply any amounts received under this Guarantee towards satisfaction of any amounts under this Agreement in whatever manner it sees fit.
v. The terms of this clause are not affected by any action taken or notice issued in relation to any other securities. The Council is under no obligation to marshal or appropriate in favour of the Guarantor any security held by the Council at any time or any funds or property that the Council may be entitled to receive or have a claim on.
vi. To the fullest extent permitted by law the Guarantor waives such of the Guarantor’s rights as surety or indemnifier which may at any time be inconsistent with any of the tenant covenants, provisions of this clause.
vii. The covenants and agreements made or given by the Guarantor shall pay are not conditional in any way and remain binding notwithstanding that any other person has not executed or observe and perform themduly executed this Agreement.
14.3 viii. The Guarantor covenants with the Landlord as principal obligor and as a separate and independent obligation and liability from its obligations and liabilities under clause 13.2 to indemnify and keep indemnified the Landlord against any failure by the Tenant to pay the Rent or any failure to observe or perform any of the tenant covenants of this agreement.
14.4 The liability of the Guarantor under this clause 13.2 and clause 13.3 shall continue in force until the Tenancy comes Council confirms in writing that it has been released.
ix. The Guarantor acknowledges that it has, prior to an end signing or execution of this Agreement obtained independent legal and financial advice and/or had the opportunity to obtain such advice as to its obligations and the Tenant is released from the tenant covenants true meaning, nature and effect of this agreementAgreement.
14.5 The liability of the Guarantor shall not be reduced, discharged or otherwise adversely affected by:
(a) any time or indulgence granted by the Landlord to the Tenant;
(b) any delay or forbearance by the Landlord in enforcing the payment of the Rent or the observance or performance of any of the tenant covenants of this agreement or in making any demand in respect of them;
(c) the Landlord exercising any right or remedy against the Tenant for any failure to pay the Rent or to observe or perform the tenant covenants of this agreement; or
(d) the Landlord taking any action or refraining from taking any action in connection with the Deposit; or
(e) the Tenant dying or becoming incapable of managing its affairs.
Appears in 1 contract
Samples: Terms and Conditions of Sale
GUARANTEE AND INDEMNITY. (The provisions of clause 13 shall apply if there is a Guarantor identified in the Particulars)
14.1 The Guarantor has requested that the Landlord grants the Accommodation Rights to the Tenant.
14.2 12.1 The Guarantor guarantees to the Landlord that the Tenant shall pay the Rent and observe and perform the tenant covenants of this agreement and that if the Tenant fails to pay the Rent or to observe or perform any of the tenant covenants, the Guarantor shall pay or observe and perform them.
14.3 12.2 The Guarantor covenants with the Landlord as principal obligor and as a separate and independent obligation and liability from its obligations and liabilities under clause 13.2 Error! Reference source not found. to indemnify and keep indemnified the Landlord against any failure by the Tenant to pay the Rent or any failure to observe or perform any of the tenant covenants of this agreement.
14.4 12.3 The liability of the Guarantor under clause 13.2 Error! Reference source not found. and clause 13.3 Error! Reference source not found. shall continue until the Tenancy comes to an end and the Tenant is released from the tenant covenants of this agreement.
14.5 12.4 The liability of the Guarantor shall not be reduced, discharged or otherwise adversely affected by:
(a) any time or indulgence granted by the Landlord to the Tenant;
(b) any delay or forbearance by the Landlord in enforcing the payment of the Rent or the observance or performance of any of the tenant covenants of this agreement or in making any demand in respect of them;
(c) the Landlord exercising any right or remedy against the Tenant for any failure to pay the Rent or to observe or perform the tenant covenants of this agreement; or
(d) the Landlord taking any action or refraining from taking any action in connection with the Deposit; or
(e) the Tenant dying or becoming incapable of managing its affairs.
Appears in 1 contract
Samples: Lease Agreement
GUARANTEE AND INDEMNITY. (
33.1 The provisions of clause 13 shall apply if there is a Guarantor identified in the Particulars)
14.1 The Guarantor Guarantors acknowledge that this Licence has requested that the Landlord grants the Accommodation Rights been granted to the Tenant.Licensee at their request and in consideration of that request they covenant for themselves, their executors, administrators and assigns with the Licensor as follows:
14.2 The a) they unconditionally guarantee jointly and severally the payment when demanded from the Guarantor guarantees of every sum of whatever nature payable by the Licensee to the Landlord that the Tenant shall pay the Rent and observe and perform the tenant covenants of Licensor under this agreement and that Licence;
b) if the Tenant Licensee fails to pay the Rent or to observe or perform any of the tenant covenants, covenants in this Licence the Guarantor shall pay indemnifies and keeps indemnified the Licensor from and against all actions claims costs and damages arising out of any such non- performance; and
c) the Licensor is not required to pursue the Licensee for any breach of this Licence by the Licensee before or observe and perform themat the same time any action is taken for such breach against the Guarantor(s).
14.3 The Guarantor covenants with the Landlord as principal obligor 33.2 This guarantee and as a separate and independent obligation and liability from its obligations and liabilities under clause 13.2 to indemnify and keep indemnified the Landlord against indemnity shall not be affected in any failure way by the Tenant to pay the Rent or any failure to observe or perform any of the tenant covenants of this agreement.following:
14.4 The liability a) any variation with or without the consent or knowledge of the Guarantor under clause 13.2 and clause 13.3 shall continue until the Tenancy comes to an end and the Tenant is released from the tenant covenants of this agreement.
14.5 The liability any of the Guarantor shall not be reduced, discharged covenants in this Licence;
b) any breach of the obligations of the Licensee with or otherwise adversely affected by:without the consent or knowledge of the Guarantor;
(ac) the granting by the Licensor of any time or indulgence granted by the Landlord to the Tenant;
(b) any delay or forbearance by Licensee for the Landlord in enforcing the payment of the Rent or the observance or performance of any of the tenant covenants obligations of the Licensee;
d) the Licensee being wound up or passing a resolution for its liquidation or entering into voluntary administration or any other arrangement with its creditors;
e) the giving of any notice of termination of this agreement or in making Licence;
f) the absence of any demand notice to the Guarantor of default by the Licensee in respect of them;
(c) the Landlord exercising any right or remedy against the Tenant for any failure to pay the Rent or to observe or perform the tenant covenants of this agreementLicence; or
(dg) any other circumstance or thing which but for this provision might determine or impair the Landlord taking any action operation of the guarantee or refraining from taking any action indemnity given in connection with the Deposit; or
(e) the Tenant dying or becoming incapable of managing its affairsthis clause by each Guarantor.
Appears in 1 contract
Samples: Canteen Licence Agreement
GUARANTEE AND INDEMNITY. TRC hereby irrevocably and unconditionally guarantees, as a primary obligor and not merely a surety (The provisions “Purchaser Guarantor”), to and for the benefit of clause 13 shall apply if there is a Seller and the Seller Indemnified Parties, the complete and punctual performance, observance and fulfillment by Purchaser of all of the agreements, obligations, commitments, covenants, undertakings, warranties and other obligations (conditional or otherwise) of whatever nature of Purchaser in, or pursuant to, the terms of this Agreement and each of the other Transaction Documents, including without limitation, the Seller Note (collectively, “Purchaser Obligations”), and agrees to indemnify each of Seller and the Seller Indemnified Parties on demand against all Losses which any of Seller and the Seller Indemnified Parties may suffer through or arising from any breach by the Purchaser Guarantor identified in of the Particulars)
14.1 The Guarantor has requested that the Landlord grants the Accommodation Rights Purchaser Obligations. Notwithstanding anything to the Tenant.
14.2 The contrary herein, the liability of Purchaser Guarantor guarantees to for the Landlord that Purchaser Obligations arising under this ARTICLE 7 shall not be released or diminished by any alteration of terms (of the Tenant shall pay the Rent and observe and perform the tenant covenants of this agreement and that if the Tenant fails to pay the Rent Agreement or to observe or perform any of the tenant covenantsother Transaction Documents or otherwise) or any forbearance, neglect, or delay in seeking performance of the obligations hereby imposed or any granting of time for such performance or other indulgence. Purchaser Guarantor’s performance obligations under this ARTICLE 7 shall survive any expiration or termination of this Agreement and any of the other Transaction Documents until such time as Purchaser’s performance and indemnification obligations under this Agreement and the other Transaction Documents are satisfied. Purchaser Guarantor agrees that its obligations pursuant to this ARTICLE 7 are absolute and unconditional under all circumstances and shall pay not be released, revoked, impaired, reduced or observe otherwise affected by, and perform them.
14.3 The Guarantor covenants with shall continue in full force and effect notwithstanding the Landlord as principal obligor occurrence of, any event. This guarantee and as indemnity is in addition to, and without prejudice to and not in substitution for, any rights or security which any of Seller or any of the Seller Indemnified Parties may now or hereafter have or hold for the performance and observance of the Purchaser Obligations by the Purchaser Guarantor. As a separate and independent obligation and liability stipulation, the Purchaser Guarantor agrees that any Purchaser Obligations which may not be enforceable against or recoverable from its obligations and liabilities under clause 13.2 to indemnify and keep indemnified the Landlord against Purchaser Guarantor by reason of any failure by the Tenant to pay the Rent or any failure to observe or perform any (i) legal limitation of the tenant covenants of this agreement.
14.4 The liability Purchaser Guarantor, (ii) insolvency or liquidation of the Purchaser Guarantor, (iii) merger, change of control or other change of status of the Purchaser Guarantor under clause 13.2 and clause 13.3 or (iv) other fact or circumstance, such Purchaser Obligations shall continue until the Tenancy comes to an end and the Tenant is released nevertheless be enforceable against or recoverable from the tenant covenants of this agreementPurchaser Guarantor.
14.5 The liability of the Guarantor shall not be reduced, discharged or otherwise adversely affected by:
(a) any time or indulgence granted by the Landlord to the Tenant;
(b) any delay or forbearance by the Landlord in enforcing the payment of the Rent or the observance or performance of any of the tenant covenants of this agreement or in making any demand in respect of them;
(c) the Landlord exercising any right or remedy against the Tenant for any failure to pay the Rent or to observe or perform the tenant covenants of this agreement; or
(d) the Landlord taking any action or refraining from taking any action in connection with the Deposit; or
(e) the Tenant dying or becoming incapable of managing its affairs.
Appears in 1 contract
GUARANTEE AND INDEMNITY. (The provisions of clause 13 shall apply if there is a Guarantor identified in the Particulars)
14.1 The Guarantor has requested that the Landlord grants the Accommodation Rights to the Tenant.
14.2 13.1 The Guarantor guarantees to the Landlord that the Tenant shall pay the Rent and observe and perform the tenant covenants of this agreement and that if the Tenant fails to pay the Rent or to observe or perform any of the tenant covenants, the Guarantor shall pay or observe and perform them.
14.3 13.2 The Guarantor covenants with the Landlord as principal obligor and as a separate and independent primary obligation and liability from its obligations and liabilities under clause 13.2 to indemnify and keep indemnified the Landlord against any failure by the Tenant to pay the Rent or any failure to observe or perform any of the tenant covenants of this agreement.
14.4 13.3 The liability of the Guarantor under clause 13.2 13.1 and clause 13.3 13.2 shall continue until the Tenancy comes to an end and the Tenant is released from the tenant covenants of this agreement.
14.5 13.4 The liability of the Guarantor shall not be reduced, discharged or otherwise adversely affected by:
(a) any time or indulgence granted by the Landlord to the Tenant;; or
(b) any delay or forbearance by the Landlord in enforcing the payment of the Rent or the observance or performance of any of the tenant covenants of this agreement or in making any demand in respect of them;; or
(c) the Landlord exercising any right or remedy against the Tenant for any failure to pay the Rent or to observe or perform the tenant covenants of this agreement; or
(d) [the Landlord taking any action or refraining from taking any action in connection with the Deposit; or]
(e) the Tenant dying or becoming incapable of managing its affairs.
Appears in 1 contract
Samples: Assured Shorthold Tenancy Agreement
GUARANTEE AND INDEMNITY. (
33.1 The provisions of clause 13 shall apply if there is a Guarantor identified in the Particulars)
14.1 The Guarantor Guarantors acknowledge that this Licence has requested that the Landlord grants the Accommodation Rights been granted to the Tenant.Licensee at their request and in consideration of that request they covenant for themselves, their executors, administrators and assigns with the Licensor as follows: SAMPLE
14.2 The a) they unconditionally guarantee jointly and severally the payment when demanded from the Guarantor guarantees of every sum of whatever nature payable by the Licensee to the Landlord that the Tenant shall pay the Rent and observe and perform the tenant covenants of Licensor under this agreement and that Licence;
b) if the Tenant Licensee fails to pay the Rent or to observe or perform any of the tenant covenants, covenants in this Licence the Guarantor shall pay indemnifies and keeps indemnified the Licensor from and against all actions claims costs and damages arising out of any such non- performance; and
c) the Licensor is not required to pursue the Licensee for any breach of this Licence by the Licensee before or observe and perform themat the same time any action is taken for such breach against the Guarantor(s).
14.3 The Guarantor covenants with the Landlord as principal obligor 33.2 This guarantee and as a separate and independent obligation and liability from its obligations and liabilities under clause 13.2 to indemnify and keep indemnified the Landlord against indemnity shall not be affected in any failure way by the Tenant to pay the Rent or any failure to observe or perform any of the tenant covenants of this agreement.following:
14.4 The liability a) any variation with or without the consent or knowledge of the Guarantor under clause 13.2 and clause 13.3 shall continue until the Tenancy comes to an end and the Tenant is released from the tenant covenants of this agreement.
14.5 The liability any of the Guarantor shall not be reduced, discharged covenants in this Licence;
b) any breach of the obligations of the Licensee with or otherwise adversely affected by:without the consent or knowledge of the Guarantor;
(ac) the granting by the Licensor of any time or indulgence granted by the Landlord to the Tenant;
(b) any delay or forbearance by Licensee for the Landlord in enforcing the payment of the Rent or the observance or performance of any of the tenant covenants obligations of the Licensee;
d) the Licensee being wound up or passing a resolution for its liquidation or entering into voluntary administration or any other arrangement with its creditors;
e) the giving of any notice of termination of this agreement or in making Licence;
f) the absence of any demand notice to the Guarantor of default by the Licensee in respect of them;
(c) the Landlord exercising any right or remedy against the Tenant for any failure to pay the Rent or to observe or perform the tenant covenants of this agreementLicence; or
(dg) any other circumstance or thing which but for this provision might determine or impair the Landlord taking any action operation of the guarantee or refraining from taking any action indemnity given in connection with the Deposit; or
(e) the Tenant dying or becoming incapable of managing its affairsthis clause by each Guarantor.
Appears in 1 contract
Samples: Canteen Licence Agreement
GUARANTEE AND INDEMNITY. (The provisions of clause 13 shall apply if there is a Guarantor identified in the Particulars)
14.1 The Guarantor has requested that the Landlord grants the Accommodation Rights to the Tenant.
14.2 12.1 The Guarantor guarantees to the Landlord that the Tenant shall pay the Rent and observe and perform the tenant covenants of this agreement and that if the Tenant fails to pay the Rent or to observe or perform any of the tenant covenants, the Guarantor shall pay or observe and perform them.
14.3 12.2 The Guarantor covenants with the Landlord as principal obligor and as a separate and independent primary obligation and liability from its obligations and liabilities under clause 13.2 to indemnify and keep indemnified the Landlord against any failure by the Tenant to pay the Rent or any failure to observe or perform any of the tenant covenants of this agreement.
14.4 12.3 The liability of the Guarantor under clause 13.2 11.1 and clause 13.3 11.2 shall continue until the Tenancy comes to an end and the Tenant is released from the tenant covenants of this agreement.
14.5 12.4 The liability of the Guarantor shall not be reduced, discharged or otherwise adversely affected by:
(a) 12.4.1 any time or indulgence granted by the Landlord to the Tenant;; or
(b) 12.4.2 any delay or forbearance by the Landlord in enforcing the payment of the Rent or the observance or performance of any of the tenant covenants of this agreement or in making any demand in respect of them;: or
(c) 12.4.3 the Landlord exercising any right or remedy against the Tenant for any failure to pay the Rent or to observe or perform the tenant covenants of this agreement; or.
(d) 12.4.4 the Landlord taking any action or refraining from taking any action in connection with the Deposit; or.
(e) 12.4.5 the Tenant dying or becoming incapable of managing its affairs.
1. All mines and minerals gravel and timber and trees under or upon the Property
2. The right to use and connect into any utilities and service media at the Property and the right to install and construct service media at the Property to serve any part of the Bodorgan Estate or any neighbouring property
3. All game, wildfowl, snipe, landrail, xxxxxxxx (including the nests and eggs of the same) hares, rabbits, foxes and fish with the exclusive right of preserving hunting, coursing, shooting, sporting and taking the same and of authorising others to do so either as tenants or licensees
4. The benefit of all wayleave contracts (whether existing at the date of this Agreement or entered into during the Tenancy) and all other contracts existing at the date of this Agreement and affecting the Property (if any)
Appears in 1 contract
Samples: Assured Shorthold Tenancy Agreement
GUARANTEE AND INDEMNITY. (The provisions of clause 13 shall apply if there is a Guarantor identified in the Particulars)
14.1 The Guarantor has requested that the Landlord grants the Accommodation Rights to the Tenant.
14.2 19.1 The Guarantor guarantees to the Landlord that the Tenant shall pay the Rent reserved by this Tenancy Agreement and that the Tenant will observe and perform the tenant covenants of obligations set out in this agreement Tenancy Agreement and that if the Tenant fails to pay the Rent or to observe or perform any of the tenant covenantsobligations, the Guarantor shall pay or observe and perform them.
14.3 19.2 The Guarantor covenants with the Landlord as principal obligor and as a separate and independent primary obligation and liability from its obligations and liabilities under clause 13.2 to indemnify and keep indemnified the Landlord against any failure by the Tenant to pay the Rent due under this Tenancy Agreement or any failure by the Tenant to observe or perform any of the tenant covenants obligations of this agreement.
14.4 19.3 In respect of unpaid rent the Guarantor’s liability is limited to the amounts set out in Clause 3 plus interest in accordance with Clause 4 of this Agreement.
19.4 The liability of the Guarantor under clause 13.2 clauses 19.1 and clause 13.3 19.2 shall continue until the Tenancy comes to an end and the Tenant is released from the tenant covenants obligations of this agreement.
14.5 19.5 The Guarantor will pay the Landlord all losses, damages, costs and expenses suffered or incurred by the Landlord through non-compliance by the Tenant with their obligations in this Agreement.
19.6 The liability of the Guarantor shall not be reduced, discharged or otherwise adversely affected by:
(a) 19.6.1 any time or indulgence granted by the Landlord to the Tenant;
(b) 19.6.2 any delay or forbearance by the Landlord in enforcing the payment of the Rent or the observance or performance of any of the tenant covenants obligations of this agreement or in making any demand in respect of them;; or
(c) 19.6.3 the Landlord exercising any right or remedy against the Tenant for any failure to pay the Rent or to observe or perform the tenant covenants obligations of this agreement; or
(d) the Landlord taking any action or refraining from taking any action in connection with the Deposit; or
(e) the Tenant dying or becoming incapable of managing its affairs.
Appears in 1 contract
Samples: Tenancy Agreement
GUARANTEE AND INDEMNITY. (The provisions of clause 13 shall apply if there is a Guarantor identified in the Particulars)
14.1 The Guarantor has requested that the Landlord grants the Accommodation Rights to the Tenant.
14.2 13.1 The Guarantor guarantees to the Landlord that the Tenant shall pay the Rent and observe and perform the tenant covenants of this agreement and that if the Tenant fails to pay the Rent or to observe or perform any of the tenant covenants, the Guarantor shall pay or observe and perform them.
14.3 13.2 The Guarantor covenants with the Landlord as principal obligor and as a separate and independent obligation and liability from its obligations and liabilities under clause 13.2 13.1 to indemnify and keep indemnified the Landlord against any failure by the Tenant to pay the Rent or any failure to observe or perform any of the tenant covenants of this agreement.
14.4 13.3 The liability of the Guarantor under clause 13.2 13.1 and clause 13.3 13.2 shall continue until the Tenancy comes to an end and the Tenant is released from the tenant covenants of this agreement.
14.5 13.4 The liability of the Guarantor shall not be reduced, discharged or otherwise adversely affected by:
(a) any time or indulgence granted by the Landlord to the Tenant;
(b) any delay or forbearance by the Landlord in enforcing the payment of the Rent or the observance or performance of any of the tenant covenants of this agreement or in making any demand in respect of them;
(c) the Landlord exercising any right or remedy against the Tenant for any failure to pay the Rent or to observe or perform the tenant covenants of this agreement; or;
(d) the Landlord taking any action or refraining from taking any action in connection with the Deposit; or
(e) the Tenant dying or becoming incapable of managing its affairs.affairs.]28
Appears in 1 contract
Samples: Assured Shorthold Tenancy Agreement
GUARANTEE AND INDEMNITY. (9.1. The provisions of clause 13 shall apply if there is a Guarantor identified in the Particulars)
14.1 The Guarantor has requested that the Landlord grants the Accommodation Rights to the Tenant.
14.2 The 's Guarantor guarantees to the Landlord that the Tenant shall pay the Rent and observe and perform Second Payment to the tenant covenants Landlord in accordance with its obligation in clause of this agreement deed and that if the Tenant fails to pay the Rent or Second Payment to observe or perform any of the tenant covenantsLandlord, the Tenant's Guarantor shall pay or observe and perform themthe Second Payment to the Landlord.
14.3 9.2. The Tenant's Guarantor covenants with the Landlord as principal obligor and as a separate and independent primary obligation and liability from its obligations and liabilities under clause 13.2 to indemnify and keep indemnified the Landlord against any failure by the Tenant to pay the Rent or any failure Second Payment to observe or perform any of the tenant covenants Landlord in accordance with the obligations in clause of this agreementdeed.
14.4 9.3. The liability of the Guarantor under clause 13.2 and clause 13.3 shall continue until the Tenancy comes to an end and the Tenant is released from the tenant covenants of this agreement.
14.5 The liability of the Tenant's Guarantor shall not be reduced, discharged or otherwise adversely affected by:
(a) 9.3.1. any time or indulgence granted by the Landlord to the Tenant;; or
(b) 9.3.2. any delay or forbearance by the Landlord in enforcing the payment of the Rent or the observance or performance of any of the tenant covenants of this agreement Second Payment or in making any demand in respect of them;the Second Payment; or
(c) 9.3.3. the Landlord exercising any right or remedy against the Tenant for any failure to pay the Rent or to observe or perform the tenant covenants of this agreementSecond Payment; or
(d) 9.3.4. the Landlord taking any action or refraining from taking any action in connection with any other security held by the DepositLandlord in respect of the Tenant's liability to pay the Second Payment including the release of any such security; or
(e) 9.3.5. any legal limitation or disability on the Tenant or any invalidity or irregularity of any of the Tenant's obligation in this agreement or any unenforceability of any of them against the Tenant; or
9.3.6. the Tenant being dissolved, or being struck off the register of companies or otherwise ceasing to exist, or, if the Tenant is an individual, by the Tenant dying or becoming incapable of managing its affairs; or
9.3.7. the disclaimer of the Tenant's liability under this lease or the forfeiture of this agreement ; or by any other act or omission except an express written release of the Tenant's Guarantor by the Landlord.
9.4. The Tenant's Guarantor shall not claim in competition with the Landlord in any insolvency proceedings or arrangement of the Tenant in respect of any payment made by the Tenant's Guarantor pursuant to this guarantee and indemnity. If it otherwise receives any money in such proceedings or arrangement, it shall hold that money on trust for the Landlord to the extent of its liability to the Landlord.
9.5. The Tenant's Guarantor shall not, without the consent of the Landlord, exercise any right or remedy that it may have (whether against the Tenant or any other person) in respect of any amount paid or other obligation performed by the Tenant's Guarantor under this guarantee and indemnity unless and until all the obligations of the Tenant's Guarantor under this guarantee and indemnity have been fully performed.
9.6. This guarantee and indemnity is in addition to any other security that the Landlord may at any time hold from the Tenant's Guarantor or the Tenant or any other person in respect of the liability of the Tenant to pay the Second Payment shall not merge in or be affected by any other security.
9.7. The Tenant's Guarantor shall not be entitled to claim or participate in any other security held by the Landlord in respect of the liability of the Tenant to pay the Second Payment.
Appears in 1 contract
Samples: Deed of Surrender (Female Health Co)
GUARANTEE AND INDEMNITY. 10.1. The Tenant (The provisions and if more than one person, each of clause 13 them) shall apply if there is procure that as soon as reasonably practicable after the date of this agreement and in any event before the start of the Term a Guarantor identified guarantor (who must be resident in the Particulars)
14.1 The Guarantor has requested that UK and be reasonably acceptable to the Landlord) enters into an agreement (in the Landlord’s standard form) to guarantee the performance and observation by the Tenant of the tenant’s obligations in this agreement (including, but not limited to, the requirement to pay the Rent) and to indemnify (compensate) the Landlord grants the Accommodation Rights to for losses suffered and/or expenses incurred as a result of the Tenant’s breach of them.
14.2 10.2. The Guarantor guarantees Landlord has the discretion to waive (disapply) the Landlord Tenant’s obligation to procure a guarantee and indemnity agreement. The Tenant shall not be entitled to cancel this agreement on the grounds that the Tenant has not provided a guarantee agreement. The Landlord may hold the Tenant to this agreement whether a guarantee and indemnity has been provided or not.
10.3. A Tenant who fails to provide a valid guarantee and indemnity agreement in accordance with clause 10.1. shall pay the Rent in full no later than the commencement date of the Term.
10.4. If the Tenant (and observe if more than one person, each of them) has not either provided a guarantor and perform indemnity agreement within the tenant covenants period set out in clause 10.1 or paid the Rent in full by the start of the Term, the Landlord shall be entitled (but not obliged) to terminate this agreement and by giving written notice to the Tenant to that effect PROVIDED that such notice is given before the Tenant takes possession of the Property. The Landlord may refuse to release keys to the Property if the Tenant fails to pay has neither provided a guarantee and indemnity agreement nor paid the Rent or to observe or perform any in full before the start of the tenant covenants, the Guarantor shall pay or observe and perform themTerm.
14.3 The Guarantor covenants with the Landlord as principal obligor and as a separate and independent obligation and liability from its obligations and liabilities under clause 13.2 to indemnify and keep indemnified the Landlord against any failure by the Tenant to pay the Rent or any failure to observe or perform any of the tenant covenants of this agreement.
14.4 The liability of the Guarantor under clause 13.2 and clause 13.3 shall continue until the Tenancy comes to an end and the Tenant is released from the tenant covenants of this agreement.
14.5 The liability of the Guarantor shall not be reduced, discharged or otherwise adversely affected by:
(a) any time or indulgence granted by the Landlord to the Tenant;
(b) any delay or forbearance by the Landlord in enforcing the payment of the Rent or the observance or performance of any of the tenant covenants of this agreement or in making any demand in respect of them;
(c) the Landlord exercising any right or remedy against the Tenant for any failure to pay the Rent or to observe or perform the tenant covenants of this agreement; or
(d) the Landlord taking any action or refraining from taking any action in connection with the Deposit; or
(e) the Tenant dying or becoming incapable of managing its affairs.
Appears in 1 contract
Samples: Assured Shorthold Tenancy Agreement
GUARANTEE AND INDEMNITY. (33.1 The provisions of clause 13 shall apply if there is a Guarantor identified in the Particulars)
14.1 The Guarantor Guarantors acknowledge that this Licence has requested that the Landlord grants the Accommodation Rights been granted to the Tenant.Licensee at their request and in consideration of this request they covenant for themselves, their executors, administrators and assigns with the Licensor as follows:
14.2 The Guarantor guarantees (a) they unconditionally guarantee jointly and severally to the Landlord that Licensor the Tenant shall pay payment when demanded from the Rent and observe and perform Guarantor of every sum of whatever nature payable by the tenant covenants of Licensee to the Licensor under this agreement and that Licence;
(b) if the Tenant Licensee fails to pay the Rent or to observe or perform any of the tenant covenants, covenants in this Licence between the Licensee and the Licensor the Guarantor shall pay or observe indemnifies and perform themkeeps indemnified the Licensor from and against all actions claims costs and damages arising out of any such non-performance.
14.3 The Guarantor covenants with the Landlord as principal obligor 33.2 This guarantee and as a separate and independent obligation and liability from its obligations and liabilities under clause 13.2 to indemnify and keep indemnified the Landlord against indemnity shall not be affected in any failure way by the Tenant to pay the Rent or any failure to observe or perform any of the tenant covenants of this agreement.
14.4 The liability of the Guarantor under clause 13.2 and clause 13.3 shall continue until the Tenancy comes to an end and the Tenant is released from the tenant covenants of this agreement.
14.5 The liability of the Guarantor shall not be reduced, discharged or otherwise adversely affected byfollowing:
(a) any time variation with or indulgence granted by without the Landlord to consent or knowledge of the TenantGuarantor of any of the covenants in this Licence;
(b) any delay or forbearance by the Landlord in enforcing the payment breach of the Rent obligations of the Licensee with or without the consent or knowledge of the Guarantor or the observance or performance of any of the tenant covenants of this agreement or in making any demand in respect of themLicensor;
(c) the Landlord exercising granting by the Licensor of any right time or remedy against indulgence to the Tenant Licensee for the performance of any failure to pay of the Rent or to observe or perform obligations of the tenant covenants of this agreement; orLicensee;
(d) the Landlord taking Licensee being wound up or passing a resolution for its liquidation or entering into voluntary administration or any action or refraining from taking any action in connection other arrangement with the Deposit; orits creditors;
(e) the Tenant dying giving of any notice of termination of this Licence;
(f) the absence of any notice to the Guarantor of default by the Licensee in respect of this Licence; or
(g) any other circumstance or becoming incapable thing which but for this provision might determine or impair the operation of managing its affairsthe guarantee or indemnity given in this clause by each Guarantor.
Appears in 1 contract
Samples: Canteen Licence Agreement
GUARANTEE AND INDEMNITY. (The provisions of clause 13 shall apply if there is a Guarantor identified in the Particulars)
14.1 The Guarantor has requested that the Landlord grants the Accommodation Rights to the Tenant.
14.2 13.1. The Guarantor guarantees to the Landlord that the Tenant shall pay the Rent and observe and perform the tenant covenants of this agreement and that if the Tenant fails to pay the Rent or to observe or perform any of the tenant covenants, the Guarantor shall pay or observe observes and perform performs them.
14.3 13.2. The Guarantor covenants with the Landlord as principal obligor and as a separate and independent primary obligation and liability from its obligations and liabilities under clause 13.2 to indemnify and keep indemnified the Landlord against any failure by the Tenant to pay the Rent or any failure to observe or perform any of the tenant covenants of this agreement.
14.4 13.3. The liability of the Guarantor under clause 13.2 13.1 and clause 13.3 13.2 shall continue until the Tenancy comes to an end and the Tenant is released from the tenant covenants of this agreement.
14.5 13.4. The liability of the Guarantor shall not be reduced, discharged or otherwise adversely affected by:
(a) any time or indulgence granted by the Landlord to the Tenant;
(b) any delay or forbearance by the Landlord in enforcing the payment of the Rent or the observance or performance of any of the tenant covenants of this agreement or in making any demand in respect of them;
(c) the Landlord exercising any right or remedy against the Tenant for any failure to pay the Rent or to observe or perform the tenant covenants of this agreement; [or]
(d) [the Landlord taking any action or refraining from taking any action in connection with the Deposit; or
(e) the Tenant dying or becoming incapable of managing its affairs.
Appears in 1 contract
Samples: Assured Shorthold Tenancy Agreement
