Common use of Guarantee Provisions Clause in Contracts

Guarantee Provisions. 12.1. In consideration of the Grantor entering into this Agreement with the Licensee at the request of the Guarantor, the Guarantor hereby unconditionally and irrevocably guarantees to the Grantor the full, prompt and complete payment by the Licensee of all sums due to the Grantor pursuant to this Agreement and the due and punctual performance by the Licensee of all its obligations hereunder. 12.2. The guarantee contained in this Clause 12 is a continuing guarantee and shall remain in force until all the obligations of the Licensee under this Agreement have been fully performed and all sums payable by the Licensee have been fully paid. 12.3. The Grantor may without any consent from the Guarantor and without affecting the Guarantor's liability hereunder grant time or indulgence to or compound with the Licensee or any other person and the guarantee contained in this Clause shall not be discharged nor shall the Guarantor's liability under it be affected by anything which would not have discharged or affected the Guarantor's liability if the Guarantor had been a principal debtor or principal obligor to the Grantor instead of a Guarantor. 12.4. If the Guarantor is unable to procure that the Licensee duly and punctually performs its obligations hereunder then it shall indemnify the Grantor in respect of all costs, damages. charges and expenses incurred or suffered by the Grantor as a result of any of the obligations of the Licensee under this Agreement being or becoming void, voidable, unenforceable or ineffective as against the Licensee for any reason, whether or not known to the Grantor, the amount of such loss being the amount which the Grantor would otherwise have been entitled to recover from the Licensee. 12.5. It shall not be necessary, prior to seeking payment or indemnification from the Guarantor under this guarantee, for the Grantor to pursue or prosecute any claim it may have against the Licensee and after any default by the Licensee the Grantor may at any time make claims and/or take action (whether in the Courts or otherwise) against the Guarantor as if the Guarantor was a principal obligor to the Grantor under this Agreement having joint and several liability with the Licensee hereunder.

Guarantee Provisions. 12.1. In consideration of 11.2.1 The guarantee (the Grantor entering into this Agreement with the Licensee at the request of the Guarantor, the Guarantor hereby unconditionally and irrevocably guarantees to the Grantor the full, prompt and complete payment by the Licensee of all sums due to the Grantor "GUARANTEE") given pursuant to this Agreement and the due and punctual performance by the Licensee of all its obligations hereunder. 12.2. The guarantee contained in this Clause 12 11 is a continuing guarantee security and shall remain in full force and effect until all moneys, obligations and liabilities referred to in Clause 11.1 (GUARANTEE) have been paid, discharged or satisfied in full notwithstanding the obligations liquidation or other incapacity or any change in the constitution of any of the Licensee Obligors or in the name and style of any of them or any settlement of account or other matter whatsoever. 11.2.2 This Guarantee is in addition to and shall not merge with or otherwise prejudice or affect or be prejudiced by any other right, remedy, guarantee, indemnity or security and may be enforced without first having recourse to the same or any other xxxx, note, mortgage, charge, pledge or lien now or hereafter held by or available to any Guaranteed Party. 11.2.3 Notwithstanding that this Guarantee ceases to be continuing for any reason whatever any of the Guaranteed Parties may continue any accounts of any of the Borrowers or open one or more new accounts and the liability of the Guarantor hereunder shall not be reduced or affected by any subsequent transactions or receipts or payments into or out of any such accounts. 11.2.4 If any purported obligation or liability of any Borrower under this Agreement have been is not or ceases to be valid or enforceable on any ground whatsoever whether or not known to any Guaranteed Party including but not limited to any defect in or want of powers of any Borrower or irregular exercise thereof or lack of authority by any person purporting to act on behalf of any Borrower or any legal or other limitation (whether under the Limitation Xxx 0000 or otherwise), disability, incapacity or any change in the constitution of or any amalgamation, reconstruction or liquidation of any Borrower, the Guarantor shall nevertheless be liable to the Guaranteed Parties in respect of that purported obligation or liability as if the same were fully performed valid and enforceable and the Guarantor were the principal debtor in respect thereof. The Guarantor hereby agrees to keep the Guaranteed Parties fully indemnified in the currency in which such purported obligation or liability arose against all sums payable by the Licensee have been fully paiddamages, losses, costs and expenses arising from any failure of any Borrower to carry out any such purported obligation or liability. 12.3. 11.2.5 The Grantor may without any consent from liability of the Guarantor and without affecting shall not be affected nor shall this Guarantee be discharged or diminished by reason of: (i) any present or future xxxx, note, guarantee, indemnity, mortgage, charge, pledge, lien or other security or right or remedy held by or available to all or any of the Guarantor's Guaranteed Parties being or becoming wholly or in part void, voidable or unenforceable on any ground whatsoever or by all or any of the Guaranteed Parties from time to time dealing with, exchanging, varying, realising, releasing or failing to perfect or enforce any of the same; or (ii) all or any of the Guaranteed Parties compounding with, discharging, releasing or varying the liability hereunder grant time of or granting any time, indulgence or concession to or compound with the Licensee any Borrower or any other person and the guarantee contained or renewing, determining, varying or increasing any xxxx, promissory note or other negotiable instrument, accommodation, facility or transaction in this Clause shall not be discharged nor shall the Guarantor's liability under it be affected by anything any manner whatsoever or concurring in, accepting or varying any compromise, arrangement or settlement or omitting to claim or enforce payment from a principal debtor or any other person; or (iii) any act or omission which would not have discharged or affected the Guarantor's liability if of the Guarantor had it been a principal debtor or principal obligor to the Grantor instead of a guarantor or by anything done or omitted which but for this provision might operate to exonerate the Guarantor. 12.411.2.6 The Guarantor warrants to the Guaranteed Parties that it has not taken or received and undertakes not to take or receive the benefit of any security from any Borrower in connection with this Guarantee. If any such security is taken or the Guarantor receives the benefit of the same the Guarantor declares that such security and all moneys at any time received in respect thereof shall be held on trust for the Guaranteed Parties to be applied in discharge of the liabilities of the Guarantor to the Guaranteed Parties under this Agreement. 11.2.7 Until all amounts owing under this Agreement have been paid, discharged or satisfied in full, the Guarantor waives all rights of subrogation and indemnity against any Borrower and agrees not to share in any security held or moneys received by any Guaranteed Party on account of such liabilities or, unless so instructed by the Agent, (acting on the instructions of the Majority Lenders) to claim or prove in competition with any Guaranteed Party in the liquidation of any Borrower in respect of any moneys paid by the Guarantor to any Guaranteed Party hereunder. If the Guarantor is unable to procure that the Licensee duly receives any payment or other benefit or exercises any set-off or counterclaim or otherwise acts in breach of this Clause anything so received and punctually performs its obligations hereunder then it shall indemnify the Grantor in respect of all costs, damages. charges and expenses incurred any benefit derived directly or suffered indirectly by the Grantor Guarantor therefrom shall be held in trust for the Guaranteed Parties to be applied in discharge of the liability of the Guarantor to the Guaranteed Parties hereunder. 11.2.8 Any money received in connection with this Guarantee may be placed to the credit of a suspense account with a view to preserving the rights of the Guaranteed Parties to prove for the whole of their claims against any Borrower or any other person liable or may be applied by the Guaranteed Parties in or towards satisfaction of such of the moneys, obligations or liabilities of the relevant Borrower hereby guaranteed as the relevant Guaranteed Party in its absolute discretion may from time to time conclusively determine. 11.2.9 If this Guarantee is determined or called in by demand made by the Agent, then the Guaranteed Parties may open a result new account or accounts with any Borrower. If the Guaranteed Parties do not open a new account or accounts they shall nevertheless be treated as if they had done so at the time of determination or calling in and as from that time all payments made to the Guaranteed Parties shall be credited or be treated as having been credited to the new account or accounts and shall not operate to reduce the amount for which this guarantee is available as security at that time. 11.2.10 Any release, discharge or settlement between the Guarantor and the Guaranteed Parties shall be conditional upon no security disposition or payment to any of the obligations of the Licensee under this Agreement Guaranteed Parties by any Borrower or any other person being or becoming void, voidableset aside or ordered to be refunded pursuant to any enactment or law relating to bankruptcy, unenforceable liquidation or ineffective as against the Licensee insolvency or for any reason, whether or not known to the Grantor, the amount of reason whatever and if such loss being the amount which the Grantor would otherwise have been entitled to recover from the Licensee. 12.5. It condition shall not be necessaryfulfilled the Guaranteed Parties shall be entitled to enforce this Guarantee subsequently as if such release, prior discharge or settlement had not occurred and any such payment had not been made. 11.2.11 The Guaranteed Parties shall not be obliged before taking steps to seeking payment enforce this Guarantee: (i) to take action or indemnification from the Guarantor under this guarantee, for the Grantor obtain judgment in any court against any Borrower or any other person; (ii) to pursue make or prosecute file any claim it may have in a bankruptcy or liquidation of any Borrower or any other person; or (iii) to make, enforce or seek to enforce any claim against the Licensee and after any default by the Licensee the Grantor may at Borrower or any time make claims and/or take action (whether in the Courts other person under any security or otherwise) against the Guarantor as if the Guarantor was a principal obligor to the Grantor under this Agreement having joint and several liability with the Licensee hereunderother document, agreement or arrangement.

Guarantee Provisions. 12.1. In consideration 11.2.1 The guarantee (the "Guarantee") given pursuant to this clause 11 is a continuing security and shall remain in full force and effect until all moneys, obligations and liabilities referred to in Clause 11.1 have been paid, discharged or satisfied in full notwithstanding the liquidation or other incapacity or any change in the constitution of the Grantor entering into this Agreement with Borrower or in the Licensee at the request name and style of the GuarantorBorrower or any settlement of account or other matter whatsoever. 11.2.2 The Guarantee is in addition to and shall not merge with or otherwise prejudice or affect or be prejudiced by any other right, remedy, guarantee, indemnity or security and may be enforced without first having recourse to the same or any other bill, xxte, mortgage, charge, pledge or lien now or hereafter held by or available to any Finance Party. 11.2.3 Notwithstanding that the Guarantee ceases to be continuing for any reason whatever any of the Finance Parties may continue any accounts of the Borrower or open one or more new accounts and the liability of the Guarantor hereunder shall not be reduced or affected by any subsequent transactions or receipts or payments into or out of any such accounts. 11.2.4 The Guarantor hereby unconditionally and irrevocably guarantees agrees that any sum expressed to the Grantor the full, prompt and complete payment be payable by the Licensee of all sums due to the Grantor pursuant to this Agreement and the due and punctual performance by the Licensee of all its obligations hereunder. 12.2. The guarantee contained in this Clause 12 is a continuing guarantee and shall remain in force until all the obligations of the Licensee Borrower under this Agreement have been fully performed and all sums payable by but which is for any reason (whether or not now known or becoming known to the Licensee have been fully paid. 12.3. The Grantor may without Borrower, the Guarantor or any consent Finance Party) not recoverable from the Guarantor on the basis of the Guarantee will nevertheless be recoverable from it as if it were the sole principal debtor and without affecting will be paid by it to the Guarantor's Finance Parties on demand. This indemnity constitutes a separate and independent obligation from the other obligations in this Guarantee, gives rise to a separate and independent cause of action and will apply irrespective of any indulgence granted by all or any of the Finance Parties. 11.2.5 The Guarantor will be liable under the Guarantee as if it were the sole principal debtor and not merely a surety. The liability hereunder grant of the Guarantor shall not be affected nor shall the Guarantee be discharged or diminished by reason of anything which would not discharge it or affect its liability if it were the sole principal debtor, including: (a) any time, indulgence, waiver or consent at any time given to the Borrower or indulgence any other person; (b) any amendment to the Financing Documents; (c) the making or compound with absence of any demand on the Licensee Borrower or any other person and for payment; (d) the guarantee contained in this Clause shall not be discharged nor shall the Guarantor's liability under it be affected by anything which would not have discharged enforcement or affected the Guarantor's liability if the Guarantor had been a principal debtor or principal obligor to the Grantor instead absence of a Guarantor. 12.4. If the Guarantor is unable to procure that the Licensee duly and punctually performs its obligations hereunder then it shall indemnify the Grantor in respect of all costs, damages. charges and expenses incurred or suffered by the Grantor as a result enforcement of any of the obligations provisions of this Agreement; (e) the release of any guarantee or indemnity; 25 (f) the dissolution, amalgamation, reconstruction or reorganisation of the Licensee Borrower or any other person; (g) the illegality, invalidity or unenforceability of or any defect in any provision of the Financing Documents or any of the Borrower's obligations under any of them; or (h) any other act, event or omission which but for this paragraph (h) might operate to discharge, impair or otherwise affect the obligations expressed to be assumed by the Guarantor in this Agreement being or becoming voidany of the rights, voidablepowers or remedies conferred upon the Finance Parties by this Guarantee or by law. 11.2.6 The Guarantor agrees that, unenforceable during the Facility Period, the Guarantor will not exercise any right which the Guarantor may at any time have by reason of the performance by the Guarantor of its obligations hereunder: (a) to be indemnified by the Borrower; (b) to claim any contribution from any other guarantor of the Borrower's obligations under or ineffective as in respect of the Facility; (c) to take the benefit (in whole or in part) of any security enjoyed in connection with the Facility by any Finance Party; or (d) to be subrogated to the rights of any Finance Party against the Licensee for any reason, whether or not known to the Grantor, the amount Borrower in respect of such loss being the amount which the Grantor would otherwise have been entitled to recover from the Licensee. 12.5. It shall not be necessary, prior to seeking payment or indemnification from amounts paid by the Guarantor under this guaranteeGuarantee. 11.2.7 Any settlement or discharge between the Guarantor and the Finance Parties or any of them shall be conditional upon no payment to the Finance Parties or any of them by the Borrower or any other person on the Borrower's behalf being avoided or reduced by virtue of any laws relating to bankruptcy, insolvency, liquidation or similar laws of general application for the Grantor time being in force and, in the event of any such payment being so avoided or reduced, the Finance Parties shall be entitled to pursue recover the amount by which such payment is so avoided or prosecute reduced from the Guarantor subsequently as if such settlement or discharge had not occurred provided that such recovery is not contrary to any law applicable thereto. 11.2.8 If any payment received by a Finance Party is, on the subsequent liquidation or insolvency of the Borrower, avoided under any laws relating to liquidation or insolvency, such payment will not be considered as having discharged or diminished the liability of the Guarantor and this Guarantee will continue to apply as if such payment had at times remained owing by the Borrower. 11.2.9 The Finance Parties shall not be obliged before exercising any of the rights, powers or remedies conferred upon them by the Guarantee or by law: (a) to make any demand of the Borrower; (b) to take any action or obtain judgement in any court against the Borrower or any other person; or (c) to make or file any claim it may have against or proof in a bankruptcy or liquidation of the Licensee and after Borrower or any default by the Licensee the Grantor may at any time make claims and/or take action (whether in the Courts or otherwise) against the Guarantor as if the Guarantor was a principal obligor to the Grantor under this Agreement having joint and several liability with the Licensee hereunderother person.

Guarantee Provisions. 12.1. 18.1 In consideration of the Grantor entering into this Agreement with Purchaser agreeing to purchase the Licensee at the request of the GuarantorSale Shares, the Guarantor hereby Intelek as primary obligor unconditionally and irrevocably irrevocably: (a) guarantees by way of continuing guarantee to the Grantor Purchaser the full, prompt and complete payment by the Licensee when due of all sums due to the Grantor pursuant to this Agreement and the due and punctual performance by the Licensee of all its obligations hereunder. 12.2. The guarantee contained in this Clause 12 is a continuing guarantee and shall remain in force until all the obligations of the Licensee under this Agreement have been fully performed and all sums amounts payable by the Licensee have been fully paidVendor under this agreement (the "Vendor Financial Obligations"); and (b) agrees that each time the Vendor fails to pay a Vendor Financial Obligation to the Purchaser when it is due under this agreement, Intelek shall on demand (without requiring the Purchaser first to take steps against the Vendor or any other person) pay such Vendor Financial Obligation to the Purchaser. 12.3. The Grantor may 18.2 Each payment to be made by Intelek under this guarantee shall be payable by Intelek free and clear of all deductions or withholdings of any kind except for those required by law. 18.3 Intelek's obligation to guarantee the Vendor Financial Obligations shall not be affected by any matter or thing which but for this provision might operate to affect or prejudice those obligations including without limitation: (a) any consent from the Guarantor and without affecting the Guarantor's liability hereunder grant time or indulgence to granted to, or compound composition with the Licensee Vendor or any other person; (b) the taking variation renewal or release of, or neglect to perfect or enforce this agreement against the Vendor; (c) any claim or purported (or actual) right of set-off by the Vendor against any member of the Purchaser's Group; or (d) any unenforceability or invalidity of any obligation of the Vendor so that this guarantee shall be construed as if there were no such obligation. 18.4 The Purchaser may appropriate any sum paid by the Vendor, Intelek or any other person and the guarantee contained in this Clause shall not be discharged nor shall the Guarantor's liability under it be affected by anything which would not have discharged or affected the Guarantor's liability if the Guarantor had been a principal debtor recovered or principal obligor to the Grantor instead of a Guarantor. 12.4. If the Guarantor is unable to procure that the Licensee duly and punctually performs its obligations hereunder then it shall indemnify the Grantor in respect of all costs, damages. charges and expenses incurred or suffered by the Grantor as a result of any received on account of the obligations of Vendor Financial Obligations as the Licensee under this Agreement being or becoming void, voidable, unenforceable or ineffective as against the Licensee for any reasonPurchaser sees fit, whether or not known towards those obligations. 18.5 Intelek will reimburse the Purchaser for all legal and other costs (including VAT) incurred by the Purchaser's Group in connection with the enforcement of this guarantee. 18.6 In consideration of the Vendor agreeing to sell the Sale Shares, the Purchaser's Guarantor as primary obligor unconditionally and irrevocably: (a) guarantees by way of continuing guarantee to the GrantorVendor payment when due of all amounts payable by the Purchaser under clause 10.3 of this agreement (the "Purchaser Financial Obligations"); and (b) agrees that each time the Purchaser fails to pay a Purchaser Financial Obligation to the Vendor when it is due under clause 10.3 of this agreement, the amount of Purchaser's Guarantor shall on demand (without requiring the Vendor first to take steps against the Purchaser or any other person) pay such loss being Purchaser Financial Obligation to the amount which the Grantor would otherwise have been entitled to recover from the LicenseeVendor. 12.5. It 18.7 Each payment to be made by the Purchaser's Guarantor under this guarantee shall be payable by the Purchaser's Guarantor free and clear of all deductions or withholdings of any kind except for those required by law. 18.8 The Purchaser's Guarantor's obligation to guarantee the Purchaser Financial Obligations shall not be necessaryaffected by any matter or thing which but for this provision might operate to affect or prejudice those obligations including without limitation: (a) any time or indulgence granted to, prior or composition with the Purchaser or any other person; (b) the taking variation renewal or release of, or neglect to seeking payment perfect or indemnification from enforce this agreement against the Purchaser; (c) any claim or purported (or actual) right of set-off by the Purchaser against any member of the Vendor's Group; or (d) any unenforceability or invalidity of any obligation of the Purchaser so that this guarantee shall be construed as if there were no such obligation. 18.9 The Vendor may appropriate any sum paid by the Purchaser, the Purchaser's Guarantor under or any other person or recover or received on account of the Purchaser Financial Obligations as the Vendor sees fit, whether or not towards those obligations. 18.10 The Purchaser's Guarantor will reimburse the Vendor for all legal and other costs (including VAT) incurred by the Vendor's Group in connection with the enforcement of this guarantee, for the Grantor to pursue or prosecute any claim it may have against the Licensee and after any default by the Licensee the Grantor may at any time make claims and/or take action (whether in the Courts or otherwise) against the Guarantor as if the Guarantor was a principal obligor to the Grantor under this Agreement having joint and several liability with the Licensee hereunder.

Guarantee Provisions. 12.124.1. In consideration of the Grantor Licensor entering into this Agreement with the Licensee at the request of the Guarantor, the Guarantor hereby unconditionally and irrevocably guarantees to the Grantor Licensor the full, prompt and complete payment by the Licensee of all sums due to the Grantor Licensor pursuant to this Agreement and the due and punctual performance by the Licensee of all its obligations hereunderunder this Agreement. 12.224.2. The guarantee contained in this Clause 12 clause 24 is a continuing guarantee and shall remain in force until all the obligations of the Licensee under this Agreement have been fully performed and all sums payable by the Licensee have been fully paid. 12.324.3. The Grantor Licensor may without any consent from the Guarantor and without affecting the Guarantor's liability hereunder under this Agreement grant time or indulgence to or compound with the Licensee or any other person and the guarantee contained in this Clause clause 24 shall not be discharged nor shall the Guarantor's liability under it be affected by anything which would not have discharged or affected the Guarantor's liability if the Guarantor had been a principal debtor or principal obligor to the Grantor Licensor instead of a Guarantor. 12.424.4. If the Guarantor is unable to procure that the Licensee duly and punctually performs its obligations hereunder under this Agreement then it shall indemnify the Grantor Licensor in respect of all costs, damages. , charges and expenses incurred or suffered by the Grantor Licensor as a result of any of the obligations of the Licensee under this Agreement being or becoming void, voidable, unenforceable or ineffective as against the Licensee for any reason, whether or not known to the GrantorLicensor, the amount of such loss being the amount which the Grantor Licensor would otherwise have been entitled to recover from the Licensee. 12.524.5. It shall not be necessary, prior to seeking payment or indemnification from the Guarantor under this guarantee, for the Grantor Licensor to pursue or prosecute any claim it may have against the Licensee and after any default by the Licensee the Grantor Licensor may at any time make claims and/or take action (whether in the Courts or otherwise) against the Guarantor as if the Guarantor was a principal obligor to the Grantor Licensor under this Agreement having joint and several liability with the Licensee hereunderunder this Agreement.