Guarantees and Indemnity Sample Clauses

Guarantees and Indemnity. (1) The Guarantor hereby unconditionally and irrevocably, guarantees payment and performance of the Obligations of the Borrowers. (2) If any or all of the Obligations of the Borrowers are not duly paid and are not recoverable under Section 12.01(1) for any reason whatsoever, the Guarantor hereby jointly and severally, unconditionally and irrevocably, will, as a separate and distinct obligation, indemnify and save harmless the Lender from and against any losses resulting from the failure of any Credit Party to pay the Obligations. (3) If any or all of the Obligations of the Borrowers are not duly paid and are not recoverable under Section 12.01(1) or remain unperformed or the Lender is not indemnified under Section 12.01(2), in each case, for any reason whatsoever, the Obligations will, unconditionally and irrevocably, as a separate and distinct obligation, be recoverable jointly and severally from each of the Guarantors as primary obligor.
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Guarantees and Indemnity. 9.1. The Controller guarantees that an adequate basis is present for the processing by the Processor. 9.2. The Controller guarantees that the contents, the use and the instructions for the processing of the Personal Data, as referred to in this Processing Agreement, are not unlawful and do not infringe any third-party rights. The Controller indemnifies the Processor against all rights and claims related thereto. 9.3. The Processor indemnifies the Controller against all claims by third parties, also including supervisory authorities, which are exclusively based on the acts or omissions on the part of the Processor or its Auxiliary Persons. For all the remainder the Controller indemnifies the Processor.
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Guarantees and Indemnity. (1) Each Guarantor hereby irrevocably and unconditionally, and jointly and severally (solidarily) with the other Guarantors, guarantees the due and punctual payment of, and agrees to pay when due, whether on demand, at stated maturity, by acceleration or otherwise, all debts, liabilities and obligations of the Borrower now or hereafter existing under this Agreement or any other Credit Document, whether for principal, interest, fees or otherwise (such obligations being herein called the "Guaranteed Obligations") and any and all reasonable out-of-pocket expenses (including counsel fees and disbursements) incurred by the Administrative Agent or the Lender Parties, or any of them, in enforcing any of their rights under this guarantee. (2) Each Guarantor hereby irrevocably and unconditionally and jointly and severally with the other Guarantors, agrees to indemnify the Administrative Agent and each of the Lender Parties from time to time on demand by the Administrative Agent from and against any Losses incurred by the Administrative Agent or the Lender Parties or any of them as a result of any of the obligations of the Borrower under or pursuant to this Agreement or any other Credit Document being or becoming void, voidable, unenforceable or ineffective as against the Borrower for any reason whatsoever, whether or not known to the Administrative Agent or the Lender Parties or any of them or any other Person, the amount of such Losses being the amount which the Person or Persons suffering such Losses would otherwise have been entitled to recover from the Borrower. (3) If any of the Guaranteed Obligations are not duly paid by a Guarantor and are not receivable from a Guarantor for any reason whatsoever, such Guarantor agrees that the Guaranteed Obligations will, as a separate and distinct obligation, be recoverable from it as a primary obligor. (4) Each Guarantor shall be liable in respect of its guarantee and indemnity hereunder for the maximum amount of such liability that can be hereby incurred without rendering its guarantee and indemnity hereunder, voidable under any Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount.
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Guarantees and Indemnity. 24.1 The Contractor indemnifies Miele against all Damages (whether incurred by or awarded) that Xxxxx sustains or incurs (directly or indirectly) because of: (a) a breach of a term of this Agreement by the Contractor; (b) a claim by a third party arising from any act or omission of the Contractor or any of its Personnel in connection with this Agreement, whether negligent or not; (c) any negligent, wilful, reckless or unlawful act or omission of the Contractor or its Personnel in connection with this Agreement; (d) any injury, illness or death to Xxxxx'x Personnel arising out of or in connection with this Agreement; and, (e) loss or damage to physical property caused by an act or omission of the Contractor or its Personnel negligent or not. 24.2 The Contractor indemnifies Miele and its employees and agents, against any claim made by any third party arising by reason of the use of the Goods, or in any way connected with the Goods or their supply under this Agreement, or otherwise arising due to any act or omission on behalf of the Contractor, with respect to its obligations as set out by this Agreement. Such claims may include, without any limitation whatsoever, any claims based on statute, common law, unjust enrichment or equity and all claims for actual or alleged infringement of any patent, trademarks, copyright, design, confidential information or similar protection whether granted by New Zealand or the common law.
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Guarantees and Indemnity. Save and except disclosed in the Audited Accounts and in Schedule 7 (Material Contracts) to this Agreement, there is not any outstanding guarantee, indemnity, surety or comfort (whether or not legally binding) given by any member of the Group Companies or by any other party with respect to its respective obligations.
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Guarantees and Indemnity. (1) For purposes of this Article 12, a “
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Guarantees and Indemnity. (1) For purposes of this Article 12, a “Guarantor” means each Credit Party.
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Guarantees and Indemnity. (1) To induce the Administrative Agent, the Lenders and RBC Europe to execute and deliver this Agreement and to make or maintain the Accommodations, and in consideration thereof, the Company hereby irrevocably and unconditionally, guarantees the due and punctual payment of, and agrees to pay when due, whether on demand, at stated maturity, by acceleration or otherwise, all debts, liabilities and obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document, whether for principal, interest, fees or otherwise (such obligations being herein called the “Guaranteed Obligations”) and any and all reasonable out-of-pocket expenses (including counsel fees and disbursements) incurred by the Administrative Agent or the Lenders or RBC Europe, or any of them, in enforcing any of their rights under this guarantee. (2) The Company hereby irrevocably and unconditionally agrees to indemnify the Administrative Agent, each of the Lenders and RBC Europe from time to time on demand by the Administrative Agent from and against any Loss incurred by the Administrative Agent or the Lenders or any of them as a result of any of the obligations of the Borrower under or pursuant to this Agreement, any other Loan Document or the Cash Confirmation Letter being or becoming void, voidable, unenforceable or ineffective as against the Borrower for any reason whatsoever, whether or not known to the Administrative Agent or the Lenders or any of them or any other Person, the amount of such Loss being the amount which the Person or Persons suffering such Loss would otherwise have been entitled to recover from the Borrower.
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Guarantees and Indemnity 
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Related to Guarantees and Indemnity

  • GUARANTEE AND INDEMNITY 2.1 The Guarantor irrevocably and unconditionally guarantees and undertakes to the Beneficiary to procure that the Supplier duly and punctually performs all of the Guaranteed Obligations now or hereafter due, owing or incurred by the Supplier to the Beneficiary. 2.2 The Guarantor irrevocably and unconditionally undertakes upon demand to pay to the Beneficiary all monies and liabilities which are now or at any time hereafter shall have become payable by the Supplier to the Beneficiary under the Guaranteed Agreement or in respect of the Guaranteed Obligations. 2.3 If at any time the Supplier shall fail to perform any of the Guaranteed Obligations, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense of the Guarantor: 2.3.1 fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and 2.3.2 fully indemnify and keep the Beneficiary fully indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. 2.4 As a separate and independent obligation, the Guarantor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed by the Guarantor is or becomes unenforceable, invalid or illegal as if the obligation guaranteed had not become unenforceable, invalid or illegal provided that the Guarantor's liability shall be no greater than the Supplier's liability would have been if the obligation guaranteed had not become unenforceable, invalid or illegal.

  • Limitations on Additional Indemnity No indemnity pursuant to Section 3 hereof shall be paid by the Corporation: (a) on account of any claim against Agent solely for an accounting of profits made from the purchase or sale by Agent of securities of the Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (b) on account of Agent’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Agent’s conduct that is established by a final judgment as constituting a breach of Agent’s duty of loyalty to the Corporation or resulting in any personal profit or advantage to which Agent was not legally entitled; (d) for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if indemnification is not lawful (and, in this respect, both the Corporation and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (f) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the Code, or (iv) the proceeding is initiated pursuant to Section 9 hereof.

  • Limitation on Guarantor Liability Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of such Guarantor will be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article 10, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent transfer or conveyance.

  • Limitation on Subsidiary Guarantor Liability Each Subsidiary Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Subsidiary Guarantee of such Subsidiary Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Subsidiary Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Subsidiary Guarantors hereby irrevocably agree that the obligations of such Subsidiary Guarantor will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Subsidiary Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under this Article Ten, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent transfer or conveyance. Each Subsidiary Guarantor that makes a payment for distribution under its Subsidiary Guarantee is entitled to a contribution from each other Subsidiary Guarantor in a pro rata amount based on the adjusted net assets of each Subsidiary Guarantor.

  • Limitation on Guarantors’ Liability Each Guarantor by its acceptance hereof and each Holder of a Security entitled to the benefits of the Guarantee hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to the Guarantee not constitute a fraudulent transfer or conveyance for purposes of any federal or state law. To effectuate the foregoing intention, each Holder of a Security entitled to the benefits of the Guarantee and each Guarantor hereby irrevocably agrees that the obligations of each Guarantor under the Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under the Guarantee, not result in the obligations of such Guarantor under the Guarantee constituting a fraudulent conveyance or fraudulent transfer under federal or state law.

  • Limitation on Guaranteed Obligations Each Guarantor and each Secured Creditor (by its acceptance of the benefits of this Guaranty) hereby confirms that it is its intention that this Guaranty not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act of any similar Federal or state law. To effectuate the foregoing intention, each Guarantor and each Secured Creditor (by its acceptance of the benefits of this Guaranty) hereby irrevocably agrees that the Guaranteed Obligations guaranteed by such Guarantor shall be limited to such amount as will, after giving effect to such maximum amount and all other (contingent or otherwise) liabilities of such Guarantor that are relevant under such laws and after giving effect to any rights to contribution pursuant to any agreement providing for an equitable contribution among such Guarantor and the other Guarantors, result in the Guaranteed Obligations of such Guarantor in respect of such maximum amount not constituting a fraudulent transfer or conveyance.

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