Guarantee Indemnity. (1) Subject always to clause 1(3), you shall indemnify Vantage immediately, on demand, for any Loss suffered by it and/ or its Affiliates in connection with your breach of the Agreement, including, without limitation, as a result of any breach of, or failure to comply with, any representations and warranties, any associated promises or undertakings (individually and collectively, the “Undertakings”) you make to Vantage, both orally or in writing.
(2) Nothing contained herein shall be construed as prohibiting Vantage from taking any further actions against you in respect of your breach of the Agreement, or any Undertakings.
(3) You shall further, on demand, immediately indemnify and hold harmless Vantage for and against all reasonable out-of-pocket expenses, including legal fees, administrative costs and expenses, incurred by it to enforce any of its rights under this Agreement as a result of your breach, including, without limitation, any legal or investigatory action against you, or instructing any debt collection agency, to recover monies owed by you to us.
(4) To the extent permitted by law, you will indemnify, protect and hold us harmless from and against all losses, liabilities, judgements, suits, actions, proceedings, claims, damages and/or costs resulting from or arising out of any act or omission by any person obtaining access to your account by using your designated account number and/or password, whether or not you authorised such access.
Guarantee Indemnity. 17.1 The Supplier may require another individual or legal entity as Guarantor to guarantee the Customer’s obligations, rights and debts under this Agreement on terms required by the Supplier.
17.2 Each party signing or electronically giving any Guarantee and Indemnity attached or under this Agreement:
17.2.1 Confirms its request to the Supplier to grant this Agreement;
17.2.2 Agrees to be bound as a party to the Agreement; and
17.2.3 Accepts and undertakes to all obligations of the Customer in the Agreement.
17.3 If there are two or more Guarantors, each Guarantor is liable for the obligations individually and together with each other Guarantor.
Guarantee Indemnity. Supplier guarantees:
a. that the Goods are: i. new, of good quality and free from defects, ii. entirely in conformity with MAH’s requirements, specifications, conditions, drawings, samples, business needs and/or other data provided by MAH, iii. free from design faults,
Guarantee Indemnity. 20.1 In consideration of the Owner agreeing to enter into this Rental Agreement at the request of the Renter and Guarantor, the Guarantor hereby guarantees to the Owner the due and punctual performance by the Renter of its monetary and other obligations under this Rental Agreement (the “Guaranteed Obligations”). If The Renter does not pay any amount or comply with any other obligation due under this Rental Agreement, the Guarantor must pay that amount, or perform or procure performance of that obligation, within five (5) days of demand by the Owner.
20.2 As a separate and independent obligation, the Guarantor agrees to indemnify the Owner against all reasonable losses, costs, liabilities or damages which the Owner may suffer or sustain as a result of the non-payment of any moneys or the non-performance of any obligations under this Rental Agreement by the Renter, or the whole or any part of this Rental Agreement not being enforceable by the Owner against the Renter or any Guarantor, whenever and as often as such events may occur for any reason whatsoever (including, but without limitation, any right of set-off, counterclaim, deduction, reduction or extinguishment the Renter or Guarantor may have under law, statute or in equity). The indemnity in this clause does not extend to losses, costs, liabilities or damages that occur due to any fraud, wilful misconduct, mistake or negligence of the Owner, its employees, contractors, agents or appointed receivers.
20.3 The obligations of the Guarantor under this guarantee and indemnity are principal obligations imposed upon the Guarantor as principal debtor and the Guarantor acknowledges and agrees that the Owner has the right to make a claim or demand against the Guarantor pursuant to this guarantee and indemnity without having first taken any proceedings against the Renter or any other person.
20.4 This guarantee and indemnity is not to be considered as wholly or partly discharged unless and until all of the Guaranteed Obligations have been satisfied in full.
20.5 This guarantee and indemnity is not impaired or discharged by: (a) any variation (with or without the consent of the Guarantor) whenever made to this Rental Agreement; (b) any breach of any obligation of the Renter under this Rental Agreement with or without the consent or knowledge of the Renter, any Guarantor or the Owner; (c) the granting of time, credit, forbearance, indulgence or concession to the Renter or to any other Guarantor;
Guarantee Indemnity. A/75912073.3
Guarantee Indemnity. (a) You must ensure that each Guarantor validly executes the Documents, particularly in relation to the Guarantee & Indemnity.
(b) If the Sub-contractor is not a natural person, and/or if the Sub- contractor changes its structure (e.g. changing directors, partners, shareholders), we may ask for any additional persons (e.g. directors, partners, shareholders) to execute the Guarantee & Indemnity before we continue to trade with, or extend credit to, the Sub-contractor.
Guarantee Indemnity. (a) Each Guarantor, in consideration of us agreeing to deal with, or engage the Sub-contractor, at the Guarantor(s) request, enter into this Guarantee & Indemnity in our favour.
(b) The Guarantor(s) irrevocably guarantee, in our favour, the Sub- contractor’s due and punctual performance of any of its obligations to us (whether now or in the future, whatsoever), including but not limited to, pursuant to the Documents, and the payment of any money or consideration, whatsoever.
(c) If the Sub-contractor fails to perform and observe its obligations to us, the Guarantor(s) agree to perform such obligations on demand and as directed, by us.
(d) As a separate, primary and severable liability to that of the Sub- contractor and the Guarantor(s) pursuant to clauses 2(c) and 2(e), the Guarantor(s) indemnify us and agree to keep us indemnified against any cost, expense, liability, loss or damage suffered or incurred by us (including legal or enforcement costs on a full indemnity basis) arising out of:
(i) a failure by the Sub-contractor or any of the Guarantor(s) to observe or perform their obligations under any of the Documents, or otherwise owed to us;
(ii) any obligation of the Sub-contractor or any of the Guarantor(s) under any of the Documents (or other arrangement) being ineffective for any reason whatsoever, including:
(1) a legal limitation, disability or incapacity of any of them, or a lack or improper exercise of a power or authority;
(2) the Sub-contractor, or any of the Guarantor(s) making an arrangement, assignment or composition for the benefit of the creditors;
(3) an order made, or resolution effectively passed, for the winding-up or bankruptcy of the Sub-contractor or any of the Guarantor(s);
(4) the Sub-contractor or any of the Guarantor(s) going into liquidation, or a receiver, administrator, provisional liquidator, liquidator, or trustee in bankruptcy being appointed to the Sub-contractor or any of the Guarantors; or
(5) any obligation of the Sub-contractor or any of the Guarantor(s) becoming illegal, invalid, void or unenforceable.
Guarantee Indemnity. It is a condition precedent of this Agreement that each Owner specified by Franchisor (each a “Guarantor”) enters into the Guarantee and Indemnity at Exhibit G to guarantee the performance of Master Franchisee obligations under this Agreement.
Guarantee Indemnity. The Subsidiaries of the Borrower shall issue upstream on demand guarantees in favor of the Loan Trustee (on behalf of the Bondholders), securing the obligation of the Borrower under the Loan Agreement. Subsidiary means Provimar S.A /Arbodans XXI S.L EMS Ship Supply (Norway) AS EMS Ship Supply (Singapore) Pte Ltd EMS Ship Supply (NL) B.V. EMS Ship Management Denmark A/S EMS Ship Management Singapore Pte Ltd If a Change of Control Event has occurred, each Bondholder shall at any time in the Change of Control Redemption Period have the option to (at each Bondholder’s discretion) require early redemption of up to 50 % of its Bonds (put option) at 100 % of par value plus accrued interest.
Guarantee Indemnity. (a) Newco unconditionally and irrevocably undertakes to each member of the Remaining Regus Group which is a guarantor or surety in respect of any obligation of any member of the UK Group (a "Regus Guarantor") that Newco shall on demand indemnify and keep indemnified on a continuing basis each Regus Guarantor against all payments, costs, expenses and liabilities made or incurred by the Regus Guarantor under or in connection with such guarantee or surety obligations. This clause is for the benefit of, and is intended to be enforceable by, Regus Guarantors which are a party to this agreement and (subject to clause 22) by Regus Guarantors which are not a party to this agreement.
(b) The Purchaser as primary obligor unconditionally and irrevocably undertakes to each Regus Guarantor that, if and each time Newco fails to make any payment to it under clause 9(a) when it is due, it shall on demand (without requiring the Regus Guarantor first to take steps against Newco or any other person) pay to the Regus Guarantor an amount equal to the Relevant Proportion of that payment. This clause is for the benefit of, and is intended to be enforceable by, Regus Guarantors which are a party to this agreement and (subject to clause 2) Regus Guarantors which are not a party to this agreement. For the purpose of this clause (b) "Relevant Proportion" means 58 per cent.
