GUARANTEES AND UNDERTAKINGS Clause Samples
The guarantees and undertakings clause sets out specific promises and assurances that one or both parties make regarding their ability to perform under the contract and the truthfulness of certain statements. Typically, this clause requires parties to confirm that they have the authority to enter into the agreement, that all information provided is accurate, and that they will fulfill their contractual obligations. By including these commitments, the clause helps to allocate risk and build trust between the parties, ensuring that each side can rely on the representations made and providing remedies if any assurances prove false.
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GUARANTEES AND UNDERTAKINGS. 8.1 ▇▇▇▇▇▇▇ undertakes to Prudential at any time and from time to time on or after Completion to execute and deliver (or procure the execution and delivery by another ▇▇▇▇▇▇▇ Group Company of) all such instruments of assumption and acknowledgement or take such other action as Prudential may reasonably request in order to effect the release and discharge in full of each Prudential Group Company from any Prudential Group Company Guarantee to which it is a party.
8.2 For so long as and to the extent that any release from a Prudential Group Company Guarantee has not been obtained, ▇▇▇▇▇▇▇ shall:
(A) ensure that no ▇▇▇▇▇▇▇ Group Company shall enter into any further commitment or obligation, other than in respect of existing contractual arrangements or pursuant to applicable law, which would increase any Prudential Group Company’s actual or contingent liability under any such Prudential Group Company Guarantee without the consent of Prudential;
(B) use all reasonable endeavours to ensure that no third party or ▇▇▇▇▇▇▇ Group Company shall have recourse to any such Prudential Group Company Guarantee; and
(C) indemnify any Prudential Group Company on an after-Tax basis from and against any and all liabilities and Costs arising in respect of any event or circumstance either before, on or after Completion under or by reason of that Prudential Group Company Guarantee (whether as a result of any breach by any ▇▇▇▇▇▇▇ Group Company of its obligations to which such Prudential Group Company Guarantee relates or otherwise).
GUARANTEES AND UNDERTAKINGS. 14.5.1 If specified in Item 40 of Schedule B, seller must (at no cost to buyer) no later than 5 business days after the commencement date, provide buyer with a guarantee:
a) in favour of buyer;
b) substantially in the form of Schedule A; c) from a person specified in Item 40 of Schedule B (or if no person is specified in that Item, a person reasonably satisfactory to buyer); and
GUARANTEES AND UNDERTAKINGS. 7.1 The Seller hereby guarantees and warrants vis-à-vis the Purchaser that:
7.1.1 the Seller has the capacity and the necessary powers to sign and perform its obligations under and in accordance with the terms and conditions of this Agreement;
7.1.2 entering into this Agreement and completing this Agreement do not and will not breach any term of any agreement to which it is a party, and is not and will not be contrary to any law statute or to any restrictive covenant whatsoever binding on the Seller;
7.1.3 until the Transfer Dates, the Seller will hold the DS KL Shares and renounces to dispose of or to transfer such DS KL Shares to any third party whatsoever and will not pledge, charge, encumber or grant any rights over any of the DS KL Shares but will remain the sole legal owner of the DS KL Shares free from any Security;
7.2 AF and the Foundation hereby guarantee and warrant to the Seller (in respect of itself only) that:
7.2.1 it has the capacity and the necessary powers to sign and perform its obligations under and in accordance with the terms and conditions of this Agreement;
7.2.2 entering into this Agreement and completing this Agreement do not and will not breach any term of any agreement to which it is a party, and is not and will not be contrary to any law statute or to any restrictive covenant whatsoever binding on it.
GUARANTEES AND UNDERTAKINGS. By way of continuing security for the due and punctual performance by the Borrower of its obligations under the Financing Documents and/or any other agreements to which the relevant Guarantee relates, the Borrower will procure the execution by the Guarantors and the delivery to the Security Agent and, in the case of sub-clause 7.2
(i) the Initial Lenders of the following guarantees and undertakings:
(i) A guarantee, in the approved form whereby the Guarantors guarantee in their several proportions to the Initial Lenders in accordance with the terms therein contained the repayment of the Loan and the Sister Company Loan by the Borrower and the Sister Company respectively in accordance with this Agreement and the Sister Company Loan Agreement up to an amount not exceeding US$108,000,000;
(ii) a deed of guarantee and undertaking, in the approved form whereby the Guarantors severally or jointly and severally (in accordance with its terms) give certain guarantees and undertakings.
GUARANTEES AND UNDERTAKINGS