Guarantee of Seller’s Obligations. 10.1 In consideration of the Buyer entering into this agreement, the Seller’s Guarantor guarantees to the Buyer the due and punctual performance, observance and discharge by the Seller of all the Seller’s Guaranteed Obligations if and when they become performable or due under this agreement (or (as the case may be) any agreement entered into pursuant to or in connection with it). 10.2 If the Seller defaults in the payment when due of any amount that is a Seller’s Guaranteed Obligation the Seller’s Guarantor shall, immediately on demand by the Buyer, pay that amount to the Buyer in the manner prescribed by this agreement (or (as the case may be) any agreement entered into pursuant to or in connection with it) as if it were the Buyer. 10.3 The Seller’s Guarantor as principal obligor and as a separate and independent obligation and liability from its obligations and liabilities under Clause 10.1 and Clause 10.2, agrees to indemnify and keep indemnified the Buyer in full and on demand from and against all and any losses, costs, claims, liabilities, damages, demands and expenses suffered or incurred by the Buyer arising out of, or in connection with, the Seller’s Guaranteed Obligations not being recoverable for any reason, or the Seller’s failure to perform or discharge any of the Seller’s Guaranteed Obligations. 10.4 The guarantee in this Clause 10 is and shall at all times be a continuing security and shall cover the ultimate balance of all monies payable by the Seller to the Buyer in respect of the Seller’s Guaranteed Obligations, irrespective of any intermediate payment or discharge in full or in part of the Seller’s Guaranteed Obligations. 10.5 The liability of the Seller’s Guarantor under the guarantee in this Clause 10 shall not be reduced, discharged or otherwise adversely affected by: (a) any act, omission, matter or thing which would have discharged or affected the liability of the Seller’s Guarantor had it been a principal obligor instead of a guarantor or indemnifier; (b) anything done or omitted by any person which, but for this provision, might operate or exonerate or discharge the Seller’s Guarantor or otherwise reduce or extinguish its liability under the guarantee; (c) any amendment, variation, novation or supplement (however fundamental and whether or not more onerous) of or to this agreement and/or the Seller’s Guaranteed Obligations; (d) any illegality, invalidity or unenforceability of any obligation or liability of any person under this agreement; (e) any incapacity or lack of power, authority or legal personality of or dissolution of the Seller or any other person; (f) any change in the constitution, status or control of the Seller or the Seller’s Guarantor; (g) any insolvency, liquidation, administration or other equivalent or similar proceedings; (h) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against the Seller or the Seller’s Guarantor; or (i) the release of the Seller or any other person under the terms of any composition or arrangement with any creditor (unless expressly applicable to the Seller’s Guarantor). 10.6 The Seller’s Guarantor waives any right it may have to require the Buyer (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 Seller’s Guarantor under this Clause 10. 10.7 The Seller’s Guarantor shall, on a full indemnity basis, pay to the Buyer on demand the amount of all costs and expenses (including legal and out-of-pocket expenses and any value added tax on them) incurred by the Buyer in connection with: (a) the preservation, or exercise and enforcement, of any rights under or in connection with the guarantee in this Clause 10 or any attempt so to do; and (b) any discharge or release of this guarantee. 10.8 Until all amounts which may be or become payable by the Seller under or in connection with this agreement have been irrevocably paid in full, and unless the Buyer otherwise direct in writing, the Seller’s Guarantor shall not exercise any security or other rights it may have by reason of performing its obligations under this Clause 10, whether such rights arise by way of set-off, counterclaim, subrogation, indemnity or otherwise. 10.9 The guarantee of the Seller’s Guarantor in this Clause 10 shall be in addition to and independent of all other security which the Buyer may hold from time to time in respect of the discharge and performance of the Seller’s Guaranteed Obligations.
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Guarantee of Seller’s Obligations. 10.1 In consideration (a) The Seller’s Guarantor unconditionally and irrevocably guarantees to the Purchaser the due and punctual performance and observance by the Seller of all its obligations, commitments, undertakings, warranties and indemnities under or pursuant to the Transaction Documents (the Seller’s Guaranteed Obligations) and agrees that, if any Seller’s Guaranteed Obligation is or becomes unenforceable, invalid or illegal, it shall, as an independent and primary obligation, indemnify the Purchaser on an after tax basis in respect of any breach by the Seller of any of the Buyer entering into this agreementSeller’s Guaranteed Obligations if the Seller’s Guaranteed Obligation were not unenforceable, invalid or illegal, to the extent of any limit on the liability of the Seller in the Transaction Documents.
(b) If and whenever the Seller defaults for any reason whatsoever in the performance of any of the Seller’s Guaranteed Obligations, the Seller’s Guarantor guarantees shall perform (or procure performance of) and satisfy (or procure the satisfaction of) the Seller’s Guaranteed Obligations in regard to which such default has been made in the Buyer the due and punctual performance, observance and discharge manner prescribed by the Seller of Transaction Documents and so that the same benefits shall be conferred on the Purchaser as it would have received if the Seller’s Guaranteed Obligations had been duly performed and satisfied by the Seller.
(c) This guarantee is to be a continuing guarantee and accordingly is to remain in force until all the Seller’s Guaranteed Obligations if shall have been performed or satisfied and when they become performable notwithstanding the winding-up, liquidation, dissolution or due under this agreement (or (as the case may be) any agreement entered into pursuant to or in connection with it).
10.2 If other incapacity of the Seller defaults or any change in the payment when due status, control, constitutional documents or ownership or assignment of any amount that is a Seller’s Guaranteed Obligation the Seller’s Guarantor shall, immediately on demand by the Buyer, pay that amount . This guarantee is in addition to the Buyer and without prejudice to and not in the manner prescribed by this agreement (or (as the case may be) any agreement entered into pursuant to or in connection with it) as if it were the Buyer.
10.3 The Seller’s Guarantor as principal obligor and as a separate and independent obligation and liability from its obligations and liabilities under Clause 10.1 and Clause 10.2, agrees to indemnify and keep indemnified the Buyer in full and on demand from and against all and any losses, costs, claims, liabilities, damages, demands and expenses suffered or incurred by the Buyer arising out of, or in connection with, the Seller’s Guaranteed Obligations not being recoverable substitution for any reason, rights or security which the Seller’s failure to perform Purchaser may now or discharge any hereafter have or hold for the performance and observance of the Seller’s Guaranteed Obligations.
10.4 The guarantee in this Clause 10 is (d) As a separate and shall at all times be a continuing security and shall cover independent stipulation the ultimate balance of all monies payable by the Seller to the Buyer in respect Seller’s Guarantor agrees that any of the Seller’s Guaranteed Obligations, irrespective Obligations (including any moneys payable) which may not be enforceable against or recoverable from the Seller by reason of any intermediate payment legal limitation, disability or discharge in full incapacity on or in part of the Seller or the dissolution, amalgamation or reconstruction of the Seller (other than any limitation imposed by the Transaction Documents) shall nevertheless be enforceable against and recoverable from the Seller’s Guaranteed ObligationsGuarantor as though the same had been incurred by the Seller’s Guarantor and the Seller’s Guarantor were the sole or principal obligor in respect thereof and shall be performed or paid by the Seller’s Guarantor on demand.
10.5 (e) The liability of the Seller’s Guarantor under the guarantee in this Clause 10 19.1 shall not be reducedaffected, discharged impaired, reduced or otherwise adversely affected released by:
(ai) any act, omission, matter or thing which would have discharged or affected the liability variation of the Seller’s Guarantor had it been a principal obligor instead of a guarantor or indemnifier;
Guaranteed Obligations (b) anything done or omitted by any person which, but for this provision, might operate or exonerate or discharge the Seller’s Guarantor or otherwise reduce or extinguish its liability under the guarantee;
(c) any amendment, variation, novation or supplement (however fundamental and whether or not more onerous) of or to this agreement and/or the Seller’s Guaranteed Obligations;
(d) any illegality, invalidity or unenforceability of any obligation or liability of any person under this agreement;
(e) any incapacity or lack of power, authority or legal personality of or dissolution of the Seller or any other person;
(f) any change in the constitution, status or control of the Seller or the Seller’s Guarantor;
(g) any insolvency, liquidation, administration or other equivalent or similar proceedings;
(h) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against the Seller or the Seller’s Guarantor; or
(i) the release of the Seller or any other person under the terms of any composition or arrangement with any creditor (unless expressly applicable to agreed by the Seller’s Guarantor).;
10.6 The Seller’s Guarantor waives (ii) any right it may have to require the Buyer (forbearance, neglect 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 delay in seeking performance of the Seller’s Guarantor under this Clause 10.Guaranteed Obligations or any granting of time for such performance;
10.7 The (iii) the illegality, invalidity, unenforceability of, or any defect in, any provision of the Transaction Documents or the Seller’s Guarantor shall, on a full indemnity basis, pay to the Buyer on demand the amount of all costs and expenses (including legal and out-of-pocket expenses and any value added tax on them) incurred by the Buyer in connection with:obligations under it;
(aiv) the preservation, any insolvency or exercise and enforcement, of any rights under or in connection with the guarantee in this Clause 10 or any attempt so to dosimilar proceeding; andor
(bv) any other fact or event which in the absence of this provision would constitute or afford a legal or equitable discharge or release of this guaranteeor a defence to a guarantor.
10.8 Until all amounts which may be or become payable by the Seller under or in connection with this agreement have been irrevocably paid in full, and unless the Buyer otherwise direct in writing, the Seller’s Guarantor shall not exercise any security or other rights it may have by reason of performing its (f) The obligations under this Clause 10, whether such rights arise by way of set-off, counterclaim, subrogation, indemnity or otherwise.
10.9 The guarantee of the Seller’s Guarantor in this Clause 10 shall be 19.1 are given in addition to and independent of all other security which the Buyer may hold from time to time in respect consideration of the discharge Purchaser entering into this Agreement and performance of agreeing to purchase the Seller’s Guaranteed ObligationsShares on the terms set out in this Agreement.
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Guarantee of Seller’s Obligations. 10.1 In consideration of the Buyer entering into this agreement, the Seller’s 14.2.1 The Seller Guarantor irrevocably and unconditionally: (a) guarantees to the Buyer the due and punctual performance, observance and discharge performance by the Seller and the Seller Nominee of all the Seller's and the Seller Nominee’s Guaranteed Obligations if obligations under this Agreement and each other Transaction Document to which it is a party; (b) undertakes with the Buyer that whenever the Seller and/or the Seller Nominee does not pay any amount or perform any obligation when they become performable or due under this agreement (or (as the case may be) any agreement entered into pursuant to or in connection with itthis Agreement or other Transaction Document (as applicable).
10.2 If , the Seller defaults in the payment when due of any amount that is a Seller’s Guaranteed Obligation the Seller’s Guarantor shall, shall immediately on demand by the Buyer, pay that amount to or perform or procure the Buyer in the manner prescribed by this agreement (or (as the case may be) any agreement entered into pursuant to or in connection with it) performance of that obligation as if it were the Buyer.
10.3 The Seller’s Guarantor as principal obligor obligor; and as a separate and independent obligation and liability from its obligations and liabilities under Clause 10.1 and Clause 10.2, agrees (c) undertakes to indemnify and keep indemnified the Buyer in full and immediately on demand from and against all and any lossescost, costs, claims, liabilities, damages, demands and expenses loss or liability suffered or incurred by the Buyer arising out ofif any obligation guaranteed by the Seller Guarantor is or becomes unenforceable, invalid or in connection with, illegal; and the Seller’s Guaranteed Obligations not being recoverable for any reason, or the Seller’s failure to perform or discharge any amount of the Seller’s Guaranteed Obligationscost, loss or liability shall be equal to the amount that the Seller and/or the Seller Nominee would otherwise have been entitled to recover.
10.4 The 14.2.2 This guarantee in this Clause 10 is and shall at all times be a continuing security guarantee and shall cover will extend to the ultimate balance of all monies sums payable or obligations to be fulfilled by the Seller and the Seller Nominee under this Agreement or other Transaction Document (as applicable), regardless of any intermediate payment, fulfilment or discharge in whole or in part.
14.2.3 This guarantee is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by the Buyer.
14.2.4 If any payment or performance by the Seller, the Seller Nominee or the Seller Guarantor or any discharge given by the Buyer (whether in respect of the Seller’s Guaranteed Obligations, irrespective of any intermediate payment or discharge in full or in part obligations of the Seller’s Guaranteed Obligations.
10.5 The , the Seller Nominee or the Seller Guarantor or any security for those obligations or otherwise) is avoided or reduced as a result of insolvency or any similar event: (a) the liability of the Seller’s , the Seller Nominee and the Seller Guarantor shall continue as if the payment, performance, discharge, avoidance or reduction had not occurred; and (b) the Buyer shall be entitled to recover the value or amount of that security or payment from the Seller, the Seller Nominee or the Seller Guarantor, as if the payment, performance, discharge, avoidance or reduction had not occurred.
14.2.5 The obligations of the Seller Guarantor under the guarantee in this Clause 10 shall 14.2 will not be reduced, discharged or otherwise adversely affected by:
(a) by any act, omission, matter or thing which would have discharged or affected the liability of the Seller’s Guarantor had it been a principal obligor instead of a guarantor or indemnifier;
(b) anything done or omitted by any person which, but for this provisionClause 14.2, might operate would reduce, release or exonerate or discharge the Seller’s Guarantor or otherwise reduce or extinguish prejudice any of its liability obligations under the guarantee;
this Clause 14.2 (c) any amendment, variation, novation or supplement (however fundamental without limitation and whether or not more onerousknown to it or the Buyer) of including: (a) any release, time, waiver or to this agreement and/or consent granted to, or composition with, the Seller’s Guaranteed Obligations;
(d) any illegality, invalidity or unenforceability of any obligation or liability of any person under this agreement;
(e) any incapacity or lack of power, authority or legal personality of or dissolution of the Seller Nominee or any the Seller Guarantor or other person;
; (f) any change in the constitution, status or control of the Seller or the Seller’s Guarantor;
(g) any insolvency, liquidation, administration or other equivalent or similar proceedings;
(hb) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against against, or security over assets of, the Seller, the Seller Nominee or the Seller’s GuarantorSeller Guarantor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security; or
(ic) any incapacity or lack of power, authority or legal personality of or dissolution or change in the release members or status of the Seller, the Seller Nominee or the Seller Guarantor or any other person; (d) any amendment (however fundamental) to or replacement of this Agreement or other Transaction Document (as applicable) or any other document or security; (e) any unenforceability, illegality or invalidity of any obligation of any person under the terms of this Agreement or other Transaction Document (as applicable) or any composition other document or arrangement with security; or (f) any creditor (unless expressly applicable to the Seller’s Guarantor)insolvency or similar proceedings.
10.6 14.2.6 The Seller’s Seller Guarantor waives any right it may have to require of first requiring the Buyer (or any trustee or agent on its behalf) to proceed against or enforce any other right rights or security or claim for payment against from any person before claiming from the Seller’s Seller Guarantor under this Clause 1014.2.
10.7 The Seller’s Guarantor shall, on a full indemnity basis, pay to the Buyer on demand the amount of all costs and expenses (including legal and out-of-pocket expenses and any value added tax on them) incurred by the Buyer in connection with:
(a) the preservation, or exercise and enforcement, of any rights under or in connection with the guarantee in this Clause 10 or any attempt so to do; and
(b) any discharge or release of this guarantee.
10.8 14.2.7 Until all amounts which may be or become payable by the Seller, the Seller Nominee or the Seller Guarantor under or in connection with this agreement Agreement or other Transaction Document (as applicable) have been irrevocably paid in full, the Buyer may: (a) refrain from applying or enforcing any other monies, security or rights held or received by it in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and the Seller Guarantor shall not be entitled to the benefit of the same; and (b) hold in an interest-bearing suspense account any monies received from the Seller Guarantor or on account of the Seller Guarantor's liability under this Clause 14.2.
14.2.8 Until all amounts which may be or become payable by the Seller, the Seller Nominee or the Seller Guarantor under or in connection with this Agreement or other Transaction Document (as applicable) have been irrevocably paid in full and unless the Buyer otherwise direct in writingdirects, the Seller’s Seller Guarantor shall will not exercise any security or other rights which it may have because of performance by reason it of performing its obligations under this Clause 10, Agreement or other Transaction Document (as applicable) to: (a) be indemnified by the Seller or the Seller Nominee; (b) claim any contribution from any other guarantor of the Seller's or Seller Nominee’s obligations under this Agreement or other Transaction Document (as applicable); or (c) take the benefit (in whole or in part and whether such rights arise by way of set-off, counterclaim, subrogation, indemnity subrogation or otherwise.
10.9 The guarantee ) of any rights of the Seller’s Guarantor Seller or the Seller Nominee under this Agreement or other Transaction Document (as applicable) or of any other guarantee or security taken under, or in connection with, this Clause 10 shall be in addition to and independent of all Agreement or other security which Transaction Document (as applicable) by the Buyer may hold from time to time in respect of Seller or the discharge and performance of the Seller’s Guaranteed ObligationsSeller Nominee.
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Guarantee of Seller’s Obligations. 10.1 13.1 In consideration of the Buyer entering into this agreement, Agreement with the Seller’s Guarantor , each of the Guarantors irrevocably and unconditionally:
(a) guarantees to the Buyer the due full, prompt and punctual performance, observance and discharge complete performance by the Seller of all its obligations under the Seller’s Guaranteed Obligations if Implementation Documents and when they become performable or Offer Documents and the due under this agreement (or (as the case may be) any agreement entered into pursuant to or in connection with it).
10.2 If the Seller defaults in the and punctual payment when due of any amount that is a Seller’s Guaranteed Obligation the Seller’s Guarantor shall, immediately on demand by the Buyer, pay that amount to the Buyer in the manner prescribed by this agreement (or (as the case may be) any agreement entered into pursuant to or in connection with it) as if it were the Buyer.
10.3 The Seller’s Guarantor as principal obligor and as a separate and independent obligation and liability from its obligations and liabilities under Clause 10.1 and Clause 10.2, agrees to indemnify and keep indemnified the Buyer in full and on demand from and against all and any losses, costs, claims, liabilities, damages, demands and expenses suffered or incurred by the Buyer arising out of, or in connection with, the Seller’s Guaranteed Obligations not being recoverable for any reason, or the Seller’s failure to perform or discharge any of the Seller’s Guaranteed Obligations.
10.4 The guarantee in this Clause 10 is and shall at all times be a continuing security and shall cover the ultimate balance of all monies sums now or subsequently due and payable by the Seller to the Buyer under or pursuant to the Implementation Documents and Offer Documents; and
(b) agrees as primary obligor to indemnify the Buyer on demand from and against any loss incurred by the Buyer as a result of any of the obligations of the Seller under or pursuant to the Implementation Documents and Offer Documents being or becoming void, voidable, unenforceable or ineffective as against the Seller for any reason whatsoever (including without limitation for the reason that the Seller has commenced a voluntary or involuntary liquidation or similar proces), whether or not known to the Buyer, the amount of such loss being the amount which the Buyer would otherwise have been entitled to recover from the Seller.
13.2 The guarantees contained in respect this clause are continuing guarantees and shall remain in force until all the obligations of the Seller under the Implementation Documents and Offer Documents have been fully performed and all sums payable by the Seller have been fully paid and notwithstanding the winding-up, liquidation, dissolution or other incapacity of the Seller or any change in the status, control or ownership of the Seller’s Guaranteed Obligations, irrespective of any intermediate payment or discharge in full or in part .
13.3 The obligations of the Seller’s Guaranteed Obligations.
10.5 The liability of the Seller’s Guarantor Guarantors under the guarantee in this Clause 10 clause 13 shall not be reduced, discharged or otherwise adversely affected by:
(a) by any act, omission, matter or thing which would have discharged or affected the liability of the Seller’s Guarantor had it been a principal obligor instead of a guarantor or indemnifier;
(b) anything done or omitted by any person which, but for this provision, might operate or exonerate or discharge the Seller’s Guarantor to release or otherwise reduce exonerate either of the Guarantors from its obligations or extinguish its liability under the guarantee;
(c) any amendmentaffect such obligations, variation, novation or supplement (however fundamental including without limitation and whether or not more onerous) known by either of or to this agreement and/or the Seller’s Guaranteed Obligations;Guarantors:
(da) any illegality, invalidity or unenforceability variation of any obligation Implementation Document or liability of Offer Documents or any person under this agreement;
(e) time, indulgence, waiver or consent at any incapacity or lack of power, authority or legal personality of or dissolution of time given to the Seller or any other person;
(fb) any change in the constitutioncompromise or release, status or control of the Seller abstention from obtaining, perfecting or the Seller’s Guarantor;
(g) enforcing any insolvency, liquidation, administration security or other equivalent right or similar proceedings;
(h) the takingremedy whatsoever from or against, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against the Seller or the Seller’s Guarantor; or
(i) the release of the Seller or any other person under person;
(c) any legal limitation, disability, incapacity or other circumstance relating to the terms Seller or any other person; or
(d) any irregularity, unenforceability or invalidity of any composition or arrangement with any creditor (unless expressly applicable to the Seller’s Guarantor).
10.6 The Seller’s Guarantor waives any right it may have to require the Buyer (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 Seller’s Guarantor under this Clause 10.
10.7 The Seller’s Guarantor shall, on a full indemnity basis, pay to the Buyer on demand the amount obligations of all costs and expenses (including legal and out-of-pocket expenses and any value added tax on them) incurred by the Buyer in connection with:
(a) the preservation, or exercise and enforcement, of any rights under or in connection with the guarantee in this Clause 10 or any attempt so to do; and
(b) any discharge or release of this guarantee.
10.8 Until all amounts which may be or become payable by the Seller under or in connection with this agreement have been irrevocably paid in fullany Implementation Document, and unless Offer Documents or the Buyer otherwise direct in writingdissolution, the Seller’s Guarantor shall not exercise any security amalgamation, reconstruction, liquidation, winding up or other rights it may have by reason of performing its obligations under this Clause 10, whether such rights arise by way of set-off, counterclaim, subrogation, indemnity or otherwise.
10.9 The guarantee insolvency of the Seller’s Guarantor in this Clause 10 shall be in addition to and independent of all other security which the Buyer may hold from time to time .
13.4 If no winding up or liquidation proceedings have been commenced in respect of the discharge and performance Seller, the guarantees contained in this clause 13 may not be enforced by the Buyer unless the Buyer has first taken any steps or proceedings against the Seller PROVIDED THAT, with effect from the date on which the Seller commences a voluntary or involuntary liquidation or similar process, the provisions of the Implementation Documents may be enforced against either Guarantor without the Buyer first taking any steps or proceedings against the Seller’s Guaranteed Obligations.
13.5 The total aggregate liability of the Guarantors together in respect of all claims under this Agreement shall not exceed the total aggregate liability of the Seller under the Agreement.
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