Common use of Guarantee by the Guarantor Clause in Contracts

Guarantee by the Guarantor. 7.1 The Guarantor undertakes, as a separate and independent primary obligation, to indemnify the Landlord against any failure by the Tenant to pay the Rent or to observe or perform any of the other obligations of the Tenant under, or any of the other provisions of, this Agreement. 7.2 The liability of the Guarantor under Clause 7.1 shall continue unless or until the Tenant is released from the obligations of the Tenant under this Agreement. 7.3 The liability of the Guarantor under Clause 7.1 shall not be affected by: 7.3.1 any time or indulgence granted by the Landlord or the Management Company to the Tenant; 7.3.2 any delay or forbearance by the Landlord or the Management Company in enforcing the payment of the Rent or the observance or performance of any of the other obligations of the Tenant under this Agreement or in making any demand in respect of them; 7.3.3 the Landlord or the Management Company exercising any right or remedy against the Tenant for any failure to pay the Rent or to observe or perform any of the other obligations of the Tenant under, or any of the other provisions of, this Agreement; and/or 7.3.4 the Tenant dying or becoming incapable of managing their affairs. 7.4 The Landlord: 7.4.1 has absolute discretion as to whether the Guarantor is acceptable to the Landlord; but 7.4.2 must notify the Tenant by the later of: 7.4.2.1 the date occurring 15 days before the Commencement Date; and 7.4.2.2 the date occurring five days after the date of signing of this Agreement by the Tenant and the Guarantor as to whether or not the Guarantor is acceptable to the Landlord. 7.5 If the Landlord in accordance with Clause 7.4 of this Agreement notifies the Tenant that the Guarantor is not acceptable to the Landlord, then the Tenant may choose to pay the whole of the Rent within 28 days after such notification, in which case: 7.5.1 the Guarantor shall remain liable for all of its other obligations under Clause 7; and 7.5.2 the Landlord shall execute this Agreement or procure its execution by the Management Company as attorney for the Landlord, but if the Tenant does not pay the whole of the Rent within such 28 day period (time being of the essence) the Landlord shall have absolute direction to terminate this Agreement with immediate effect on written notice to the Tenant.

Guarantee by the Guarantor. 7.1 The Guarantor undertakeshereby guarantees the performance in full by Parent and Merger Sub of all of Parent’s and Merger Sub’s obligations, covenants, warranties and representations hereunder (subject to the terms, conditions and limitations set forth herein) as fully as if made by the Guarantor; and the Company or the Stockholder Representative may enforce the Guarantor’s obligations without first (A) suing Parent or Merger Sub, (B) joining Parent or Merger Sub in any suit against the Guarantor, (C) enforcing any rights and remedies against Parent or Merger Sub or (D) otherwise pursuing or asserting any claims or rights against Parent or Merger Sub or any of their respective property, in the event of a breach of Parent’s or Merger Sub’s obligations, covenants or warranties and representations. The Guarantor’s responsibility shall not be discharged, released, diminished, or impaired in whole or in part by (a) any setoff, counterclaim, defense, act or occurrence which the Guarantor may have against the Company or any of its Subsidiaries as a separate and independent primary obligationresult or arising out of this or any other transaction, to indemnify (b) the Landlord against any failure by amendment, modification, waiver or alteration of this Agreement, with or without the Tenant to pay knowledge or consent of the Rent Guarantor, or to observe or perform (c) the inaccuracy of any of the other obligations representations and warranties of the Tenant underCompany and its Subsidiaries under the Agreement, other than in the case of fraud or any intentional misrepresentation with intent to deceive. Each of the other provisions oflimitations, this Agreement. 7.2 The liability of the Guarantor under Clause 7.1 shall continue unless or until the Tenant is released from conditions and qualifications on and with respect to the obligations of the Tenant under this Agreement. 7.3 The liability Parent and Merger Sub hereunder shall apply with equal force and effect to the obligations of the Guarantor under Clause 7.1 shall not be affected by: 7.3.1 any time or indulgence granted by the Landlord or the Management Company to the Tenant; 7.3.2 any delay or forbearance by the Landlord or the Management Company in enforcing the payment of the Rent or the observance or performance of any of the other obligations of the Tenant under this Agreement or in making any demand in respect of them; 7.3.3 the Landlord or the Management Company exercising any right or remedy against the Tenant for any failure to pay the Rent or to observe or perform any of the other obligations of the Tenant under, or any of the other provisions of, this Agreement; and/or 7.3.4 the Tenant dying or becoming incapable of managing their affairs. 7.4 The Landlord: 7.4.1 has absolute discretion as to whether the Guarantor is acceptable to the Landlord; but 7.4.2 must notify the Tenant by the later of: 7.4.2.1 the date occurring 15 days before the Commencement Date; and 7.4.2.2 the date occurring five days after the date of signing of this Agreement by the Tenant and the Guarantor as to whether or not the Guarantor is acceptable to the Landlord. 7.5 If the Landlord in accordance with Clause 7.4 of this Agreement notifies the Tenant that the Guarantor is not acceptable to the Landlord, then the Tenant may choose to pay the whole of the Rent within 28 days after such notification, in which case: 7.5.1 the Guarantor shall remain liable for all of its other obligations under Clause 7; and 7.5.2 the Landlord shall execute this Agreement or procure its execution by the Management Company as attorney for the Landlord, but if the Tenant does not pay the whole of the Rent within such 28 day period (time being of the essence) the Landlord shall have absolute direction to terminate this Agreement with immediate effect on written notice to the Tenant.Guarantee. [Signature Page Follows]

Guarantee by the Guarantor. 7.1 (a) The Guarantor undertakeshereby guarantees the performance in full by Parent and Merger Sub of all of Parent’s and Merger Sub’s obligations, covenants, warranties and representations hereunder (subject to the terms, conditions and limitations set forth herein) as a separate and independent primary obligation, to indemnify the Landlord against any failure fully as if made by the Tenant to pay Guarantor; and the Rent Company may enforce the Guarantor’s obligations without first (A) suing Parent or to observe Merger Sub, (B) joining Parent or perform Merger Sub in any of suit against the other obligations of the Tenant underGuarantor, (C) enforcing any rights and remedies against Parent or Merger Sub or (D) otherwise pursuing or asserting any claims or rights against Parent or Merger Sub or any of their respective property, in the event of a breach of Parent’s or Merger Sub’s obligations, covenants or warranties and representations. The Guarantor’s responsibility shall not be discharged, released, diminished, or impaired in whole or in part by (a) any setoff, counterclaim, defense, act or occurrence which the Guarantor may have against the Company or any of its Subsidiaries as a result or arising out of this or any other provisions oftransaction, or (b) the amendment, modification, waiver or alteration of this Agreement. 7.2 The liability , with or without the knowledge or consent of the Guarantor under Clause 7.1 shall continue unless or until Guarantor. Each of the Tenant is released from limitations, conditions and qualifications on and with respect to the obligations of the Tenant under this Agreement. 7.3 The liability Parent and Merger Sub hereunder shall apply with equal force and effect to the obligations of the Guarantor under Clause 7.1 shall not be affected by: 7.3.1 any time or indulgence granted by the Landlord or the Management Company to the Tenant; 7.3.2 any delay or forbearance by the Landlord or the Management Company in enforcing the payment of the Rent or the observance or performance of any of the other obligations of the Tenant under this Agreement or in making any demand in respect of them; 7.3.3 the Landlord or the Management Company exercising any right or remedy against the Tenant for any failure to pay the Rent or to observe or perform any of the other obligations of the Tenant under, or any of the other provisions of, this Agreement; and/or 7.3.4 the Tenant dying or becoming incapable of managing their affairsguarantee. 7.4 (b) The Landlord: 7.4.1 Guarantor has absolute discretion as all requisite power and authority to whether execute, deliver and perform its obligations hereunder, and the Guarantor is acceptable to the Landlord; but 7.4.2 must notify the Tenant by the later of: 7.4.2.1 the date occurring 15 days before the Commencement Date; and 7.4.2.2 the date occurring five days after the date of signing execution and delivery of this Agreement and the performance of its obligations hereunder has been duly and validly authorized by all requisite corporate action on the part of the Guarantor. This Agreement has been duly and validly executed by the Tenant Guarantor and constitutes the valid and binding obligation of Guarantor as to whether or not the Guarantor is acceptable to the Landlord. 7.5 If the Landlord enforceable against it in accordance with Clause 7.4 its terms, subject to bankruptcy, insolvency, moratorium and similar laws of general applicability relating to or affecting creditors rights, and general principles of equity. From the date hereof until the Effective Time, Guarantor shall not declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any contribution thereof) other than in connection with the transactions occurring substantially simultaneously with the Effective Time. The provisions of this Agreement notifies the Tenant that Article IX shall apply to the Guarantor is not acceptable to and the Landlord, then guarantee contained in this section 9.14; provided that any amendment of this section 9.14 may be effected only in a writing executed by Guarantor and the Tenant may choose to pay the whole of the Rent within 28 days after such notification, in which case: 7.5.1 the Guarantor shall remain liable for all of its other obligations under Clause 7; and 7.5.2 the Landlord shall execute this Agreement or procure its execution by the Management Company as attorney for the Landlord, but if the Tenant does not pay the whole of the Rent within such 28 day period (time being of the essence) the Landlord shall have absolute direction to terminate this Agreement with immediate effect on written notice to the TenantCompany.

Guarantee by the Guarantor. 7.1 The obligations of the Guarantor undertakes, as a separate contained in Clause 2.2.2(h) shall be in addition to and independent primary obligation, to indemnify the Landlord against of every other security which Ambac may at any failure by the Tenant to pay the Rent or to observe or perform time hold in respect of any of the other Issuer's obligations under the Finance Documents. 7.2 Any settlement or discharge given by Ambac to the Guarantor in respect of the Tenant underGuarantor’s obligations under this Agreement or any other agreement reached between Ambac and the Guarantor in relation to it shall be, and be deemed always to have been, void if any act on the faith of which Ambac gave the Guarantor that settlement or discharge or entered into that agreement is subsequently avoided by or in pursuance of any provision of law. 7.3 Ambac shall not be obliged before exercising any of the other provisions ofrights, this Agreement. 7.2 The liability powers or remedies conferred upon it in respect of the guarantees granted by the Guarantor under Clause 7.1 shall continue unless this Agreement or until by law: 7.3.1 to make any demand of the Tenant is released from Issuer; 7.3.2 to take any action or obtain judgment in any court against the Issuer; 7.3.3 to make or file any claim or proof in a winding-up or dissolution of the Issuer; or 7.3.4 to enforce or seek to enforce any security taken in respect of any of the obligations of the Tenant under this Agreement. 7.3 The liability of the Guarantor under Clause 7.1 shall not be affected by: 7.3.1 any time or indulgence granted by the Landlord or the Management Company to the Tenant; 7.3.2 any delay or forbearance by the Landlord or the Management Company in enforcing the payment of the Rent or the observance or performance of any of the other obligations of the Tenant Issuer under this Agreement or in making any demand in respect of them; 7.3.3 the Landlord or the Management Company exercising any right or remedy against the Tenant for any failure to pay the Rent or to observe or perform any of the other obligations of the Tenant under, or any of the other provisions of, this Agreement; and/or 7.3.4 the Tenant dying or becoming incapable of managing their affairsFinance Document. 7.4 The LandlordGuarantor agrees that, so long as the Issuer is under any actual or contingent payment obligations under this Agreement or any other Finance Document, the Guarantor shall not exercise any rights which it may at any time have by reason of performance by it of its obligations under this Agreement: 7.4.1 has absolute discretion as to whether be indemnified by the Guarantor is acceptable Issuer or to receive any collateral from the LandlordIssuer; butand/or 7.4.2 must notify to claim any contribution from any other guarantor of the Tenant Issuer's obligations under this Agreement or any other Finance Document; and/or 7.4.3 to take the benefit (in whole or in part and whether by the later of: 7.4.2.1 the date occurring 15 days before the Commencement Date; and 7.4.2.2 the date occurring five days after the date way of signing subrogation or otherwise) of any rights of Ambac under this Agreement or any other Finance Document or of any other security taken pursuant to, or in connection with, this Agreement by the Tenant and the Guarantor as to whether or not the Guarantor is acceptable to the LandlordAmbac. 7.5 If the Landlord in accordance with Clause 7.4 of this Agreement notifies the Tenant that the Guarantor is not acceptable to the Landlord, then the Tenant may choose to pay the whole of the Rent within 28 days after such notification, in which case: 7.5.1 the Guarantor shall remain liable for all of its other obligations under Clause 7; and 7.5.2 the Landlord shall execute this Agreement or procure its execution by the Management Company as attorney for the Landlord, but if the Tenant does not pay the whole of the Rent within such 28 day period (time being of the essence) the Landlord shall have absolute direction to terminate this Agreement with immediate effect on written notice to the Tenant.

Guarantee by the Guarantor. 7.1 The 14.1 In consideration of the entry by each Seller into this Agreement, the Guarantor undertakesunconditionally and irrevocably: (a) guarantees to the Sellers the payment when due of all amounts payable by the Purchaser under or pursuant to this Agreement; (b) undertakes to ensure that the Purchaser will perform when due all of its payment obligations, undertakings, warranties and indemnities under or pursuant to this Agreement and the other Transaction Documents; (c) agrees that if and each time that the Purchaser fails to make any payment when it is due under or pursuant to this Agreement or any other Transaction Document, the Guarantor shall forthwith upon demand (without requiring any Seller first to take steps against the Purchaser or any other person) pay that amount to the Sellers as a separate if it were the principal obligor in respect of that amount (subject to all applicable defences of the Purchaser in connection therewith); and (d) agrees as principal debtor and independent primary obligation, obligor to indemnify the Landlord each Seller against all Losses sustained by it flowing from any non-payment or other failure by the Tenant Purchaser to pay the Rent comply with its obligations under or pursuant to observe or perform any of the other obligations of the Tenant under, this Agreement or any of the other provisions of, this AgreementTransaction Document. 7.2 14.2 The liability of the Guarantor under Clause 7.1 shall continue unless or until the Tenant is released from the Guarantor’s obligations of the Tenant under this Agreement. 7.3 The liability of the Guarantor under Clause 7.1 14 shall not be affected byaffected, impaired, reduced or released by any matter or thing which but for this provision might operate to affect or prejudice those obligations, including: 7.3.1 (a) any time or indulgence granted to, or composition with, the Purchaser or any other person; (b) the taking, variation, renewal or release of, or neglect to perfect or enforce this Agreement, any other Transaction Document or any right, guarantee, remedy or security from or against, the Purchaser or any other person; (c) any variation or change to the terms of this Agreement or any other Transaction Document; (d) any insolvency or similar proceedings; or (e) any illegality, unenforceability or invalidity of any obligation of the Purchaser, so that this Agreement shall be construed as if there were no such illegality, unenforceability or invalidity. 14.3 Subject to Clause 14.8, until all amounts which may be or become payable by the Landlord Purchaser under this Agreement and the other Transaction Documents have been irrevocably paid in full the Guarantor shall not as a result of this Agreement or any payment or performance under this Agreement be subrogated to any right or security of any Seller or claim or prove in competition with any Seller against the Management Company to Purchaser or any other person or claim any right of contribution, set-off or indemnity. 14.4 The Guarantor will not take or hold any security from the Tenant; 7.3.2 Purchaser in respect of this Agreement and any delay or forbearance such security which is held in breach of this provision will be held by the Landlord or Guarantor in trust for the Management Company Sellers. 14.5 The Guarantor must reimburse the Sellers for all legal and other costs (including irrecoverable VAT) incurred by the Sellers in enforcing connection with the payment enforcement of the Rent Guarantor’s obligations under this Clause 14. 14.6 Subject to Clause 14.8, the Guarantor’s guarantee is to be a continuing guarantee and accordingly is to remain in force until all the guaranteed obligations shall have been performed or satisfied. This guarantee is in addition to and without prejudice to and not in substitution for any rights or security which the Seller may now or hereafter have or hold for the performance and observance or performance of the guaranteed obligations. 14.7 As a separate and independent stipulation the Guarantor agrees that any of the other guaranteed obligations (including any moneys payable) which may not be enforceable against or recoverable from the Purchaser by reason of any legal limitation, disability or incapacity on or of the Tenant Purchaser or the dissolution, amalgamation, reconstruction or reorganisation of the Purchaser or any other fact or circumstance (other than any limitation imposed by this Agreement) shall nevertheless be enforceable against and recoverable from the Guarantor as though the same had been incurred by the Guarantor and the Guarantor were the sole or principal obligor in respect thereof and shall be performed or paid by the Guarantor on demand. 14.8 Notwithstanding anything to the contrary herein, the Guarantor’s obligations under this Clause 14 shall terminate and be of no further force or effect from and after the earlier of the termination of this Agreement in accordance with its terms and Completion, provided that to the extent that any payment shall be due by the Purchaser to any Seller pursuant to or under this Agreement, the Guarantor’s obligations under this Clause 14 shall continue in making any demand full force and effect in respect of them; 7.3.3 the Landlord or the Management Company exercising any right or remedy against the Tenant for any failure to pay the Rent or to observe or perform any such payment obligation of the other obligations of the Tenant under, or any of the other provisions of, this Agreement; and/or 7.3.4 the Tenant dying or becoming incapable of managing their affairs. 7.4 The Landlord: 7.4.1 has absolute discretion as to whether the Guarantor is acceptable to the Landlord; but 7.4.2 must notify the Tenant by the later of: 7.4.2.1 Purchaser until the date occurring 15 days before on which such payment has been made in full in accordance with the Commencement Date; and 7.4.2.2 the date occurring five days after the date of signing applicable terms of this Agreement by the Tenant and the Guarantor as to whether or not the Guarantor is acceptable to the Landlord. 7.5 If the Landlord in accordance with Clause 7.4 of this Agreement notifies the Tenant that the Guarantor is not acceptable to the Landlord, then the Tenant may choose to pay the whole full satisfaction of the Rent within 28 days after such notificationPurchaser’s obligations in relation thereto, in at which case: 7.5.1 point the Guarantor shall remain liable for all of its other Guarantor’s obligations under this Clause 7; and 7.5.2 the Landlord 14 shall execute this Agreement terminate and be of no further force or procure its execution by the Management Company as attorney for the Landlord, but if the Tenant does not pay the whole of the Rent within such 28 day period (time being of the essence) the Landlord shall have absolute direction to terminate this Agreement with immediate effect on written notice to the Tenanteffect.