Common use of GUARANTEE Guarantee Clause in Contracts

GUARANTEE Guarantee. 4.1 Each of the Guaranteeing Subsidiaries jointly and severally unconditionally guarantees the due and punctual payment by FSSI and the Guaranteeing Subsidiaries in accordance with the provisions of this Deed of the Deposits as and when the same shall become due and payable and the due observance and performance by FSSI and each of the other Guaranteeing Subsidiaries of all of their obligations under this Deed. 4.2 Whenever any default has been made by FSSI or any other Guaranteeing Subsidiary in the payment of all or any of the Deposits each other Guaranteeing Subsidiary will immediately, whether or not demand has been made, pay such moneys to the Supervisor to the intent that the same may be applied by the Supervisor pursuant to this Deed. 4.3 The liability of each Guaranteeing Subsidiary under this guarantee shall not be abrogated, prejudiced or affected by any of the following: (a) the granting of time, credit or any indulgence or other concession to FSSI or to any other guarantor (including any Guaranteeing Subsidiary) by the Holders or any of them or by the Supervisor or by any compounding, compromise, release, abandonment, waiver, variation, relinquishment or renewal of any securities, documents of title, assets or of any of the rights of the Holders or any of them or of the Supervisor against FSSI or any Guaranteeing Subsidiary or by anything done or omitted or neglected to be done by the Supervisor or the Holders or any of them in exercise of the authorities, powers and discretions vested in them by this Deed or by any other dealing, matter or thing which but for this provision might operate to abrogate, prejudice or affect their respective guarantees; (b) the liability of any other guarantor (including any Guaranteeing Subsidiary) ceasing from any cause whatsoever (including the release or discharge by the Holders or any of them by the Supervisor); (c) any other person joining in this or giving any similar guarantee; (d) the liquidation, winding-up, receivership, voluntary administration, statutory management or other reconstruction or dissolution of or any change in constitution or corporate identity or loss of corporate identity of FSSI or any guarantor (including any Guaranteeing Subsidiary); (e) any guarantor (including any Guaranteeing Subsidiary) being incompetent to give this guarantee or any other guarantee or failing to become legally bound in whole or in part under any of them respectively; (f) failure by any Material Subsidiary to become (or, as the case may be, remain) a Guaranteeing Subsidiary as required by or otherwise in accordance with this Deed; or (g) any modification or addition to this Deed made pursuant to the provisions of this Deed.

GUARANTEE Guarantee. 4.1 Each In consideration of the Guaranteeing Subsidiaries jointly Company entering into the Implementation Agreement with the Guarantor, the Power Purchase Agreement with BPDB, the Guarantor hereby irrevocably and severally unconditionally guarantees and promises to pay the due Company any and punctual payment by FSSI every sum of money BPDB are obligated to pay to the Company under or pursuant to the Power Purchase Agreement and the Guaranteeing Subsidiaries Implementation Agreement that BPDB has failed to pay when due in accordance with the provisions of this Deed terms of the Deposits as relevant agreement or agreements, which obligation of the GOB shall include monetary damages arising out of any failure by BPDB to perform its obligations under the Power Purchase Agreement or the Implementation Agreement, respectively, to the extent that any failure to perform such obligations gives The obligations of the Guarantor under this Guarantee shall be absolute and when unconditional and shall remain in full force and effect until all the same shall become due covenants, terms, and payable agreements set forth in the Power Purchase Agreement and the due observance Implementation Agreement shall have been completely discharged and performance performed, unless waived by FSSI and each the Company in writing. The obligations of the other Guaranteeing Subsidiaries of all of their obligations under this Deed. 4.2 Whenever any default has been made by FSSI or any other Guaranteeing Subsidiary in the payment of all or any of the Deposits each other Guaranteeing Subsidiary will immediately, whether or not demand has been made, pay such moneys to the Supervisor to the intent that the same may be applied by the Supervisor pursuant to this Deed. 4.3 The liability of each Guaranteeing Subsidiary under this guarantee Guarantor shall not be abrogatedmodified or impaired upon (and the Guarantor waives any defence to the performance of such obligations based upon) the happening from time to time of any event, prejudiced or affected by any of including the following:: 1 Insert date of Financial Closing. (a) the granting 1.2.1 The extension of time, credit or any indulgence or other concession to FSSI or to any other guarantor (including any Guaranteeing Subsidiary) by the Holders or any of them or by the Supervisor or by any compounding, compromise, release, abandonment, waiver, variation, relinquishment or renewal time for payment of any securities, documents amounts due or of title, assets or time for performance of any of the rights covenants, terms, or agreements of BPDB, set forth in the Holders or any of them or of the Supervisor against FSSI or any Guaranteeing Subsidiary or by anything done or omitted or neglected to be done by the Supervisor Power Purchase Agreement or the Holders Implementation Agreement respectively. 1.2.2 Amendments to the Power Purchase Agreement or any of them in exercise of the authorities, powers and discretions vested in them by this Deed or by any other dealing, matter or thing which but for this provision might operate to abrogate, prejudice or affect their respective guarantees; (b) the liability of any other guarantor (including any Guaranteeing Subsidiary) ceasing from any cause whatsoever (including the release or discharge by the Holders or any of them by the Supervisor); (c) any other person joining in this or giving any similar guarantee; (d) the liquidation, winding-up, receivership, voluntary administration, statutory management or other reconstruction or dissolution of or any change in constitution or corporate identity or loss of corporate identity of FSSI or any guarantor (including any Guaranteeing Subsidiary); (e) any guarantor (including any Guaranteeing Subsidiary) being incompetent to give this guarantee or any other guarantee or failing to become legally bound in whole or in part under any of them respectively; (f) failure by any Material Subsidiary to become (orImplementation Agreement, as the case may be. 1.2.3 The failure, remainomission, or delay by the Company to enforce, ascertain, or exercise any right, power, or remedy under or pursuant to the terms of the Power Purchase Agreement or the Implementation Agreement, or this Guarantee; 1.2.4 The bankruptcy, insolvency, or other failure or financial disability of BPDB or the Company; 1.2.5 The addition, or partial or entire release of any guarantor, maker or other party (including BPDB) primarily or secondarily responsible for the performance of any of the covenants, terms, or agreements set forth in the Power Purchase Agreement or the Implementation Agreement or by any extension, waiver, amendment, or thing or circumstance whatsoever in law or in equity that may release or create a Guaranteeing Subsidiary as required by defence or otherwise discharge for a guarantor (other than complete performance in accordance with this Deedthe terms of the Power Purchase Agreement or the Implementation Agreement); 1.2.6 Any failure of BPDB to comply with the requirements of any law, regulation or order; 1.2.7 The dissolution, privatisation, reorganisation or any other legal alteration of the legal structure of BPDB; orand (g) any modification or addition to this Deed made 1.2.8 Any assignment pursuant to Section 9.2(a) of the provisions Implementation Agreement by the Company of the Implementation Agreement, the Power Purchase Agreement; 1.2.9 Any invalidity, illegality, or unenforceability of the Implementation Agreement, the Power Purchase Agreement or any of their respective provisions, terms or conditions; and 1.2.10 Any other act (other than payment of amounts due), event or omission which, but for this DeedSection 1.2, might operate to discharge, impair, or otherwise affect any of the obligations of the GOB under this Guarantee.