GUARANTOR’S OBLIGATIONS. 2.1 The Guarantor agrees:
(a) to guarantee to HSBC the due and punctual payment by the Supplier of all sums due under the Agreement and the due performance and observance of all the Supplier’s obligations under it;
(b) to indemnify HSBC against all sums that become payable to HSBC and/or any HSBC Contracting Party under the Agreement or any Local Services Agreement entered into pursuant to its terms (and against all loss, damage, liabilities, claims, proceedings MJH/UKDP/UKM/92122642.1 (whether civil or criminal), penalties, actions, fines or other sanctions, judgments, costs and expenses that may arise or occur or that HSBC may sustain as a consequence of it entering into the Agreement or a Local Services Agreement); and
(c) that the Guarantor’s liability under this guarantee and indemnity shall not be varied, diminished, prejudiced or discharged in any way by HSBC holding or taking any other or further securities or by granting any time or other indulgence to the Guarantor, the Supplier or any other guarantor or indemnifier or by any variation or alteration of the terms of the Agreement or by the Guarantor omitting to prove or maintain any right of proof or enforce payment of any dividend or composition, and that the liquidation or insolvency of the Supplier shall not affect or determine the Guarantor’s liability hereunder.
2.2 The Guarantor's liability to HSBC shall not exceed the Supplier's liability to HSBC under the Agreement and the Local Services Agreements entered into pursuant to its terms.
2.3 In any proceedings brought by HSBC under this Guarantee, the Guarantor shall be entitled:
(a) to rely on any limitation of liability in the Agreement;
(b) to raise the equivalent rights in defense of liability as the Supplier would have had against HSBC and/or the relevant HSBC Contracting Party under the Agreement; and
(c) to rely on any counterclaim the Supplier may have against HSBC.
2.4 For the purposes of this Guarantee, HSBC will be entitled to recover the losses of any HSBC Contracting Party or other Service Recipient as if such losses had been suffered by HSBC itself.
GUARANTOR’S OBLIGATIONS. If any of the obligations of any Guarantor is limited or terminated by operation of law or by such Guarantor, or any such Guarantor becomes the subject of an insolvency proceeding.
GUARANTOR’S OBLIGATIONS. 1. Each Guarantor:
a. has reviewed this Amendment with counsel of it's choice, and accepts and consents to the terms of this Amendment and the transactions provided for herein;
b. acknowledges and agrees that it receives material benefit and valuable consideration as a result of the transactions provided for herein or contemplated hereunder;
c. ratifies and reaffirms the terms of its Guaranty Agreement, and all of the terms provisions, agreements, conditions and undertakings contained in the Guaranty Agreement or any of the Security Documents (as applicable to the Guarantor), all of which remain unmodified, except as modified herein and in full force and effect;
d. acknowledges and confirms (i) its continuing obligations under the Guaranty Agreement and agrees to be bound by the terms thereof, and (ii) that it has been since October 5, 1994 and remains liable with respect to the guaranteed Indebtedness as defined and provided in its Guaranty Agreement;
e. acknowledges and agrees that the guaranteed Indebtedness encompasses and apply to all Advances, including Advances from and after the Amendment closing date, and to all Indebtedness, including Indebtedness arising pursuant to this Amendment;
f. is fully aware of the financial and other conditions of the Debtor and is executing and delivering this Amendment based solely upon its own independent investigation and not upon any representation or statement of Lender;
g. except for information contained in certificates provided pursuant to V(1)(i) hereof reaffirms, restates and incorporates by this reference all of the representations, warranties and covenants made in its Guaranty Agreement as if the same were made as of this date;
h. acknowledges that its agreements, consents and acknowledgments contained herein, and the provisions of its Guaranty Agreement (which are reaffirmed by Guarantor), are a material inducement to Lender to enter into this Amendment, and that, but for the Guaranty Agreement, and the Guarantor's agreements as set forth herein, Lender would decline to enter into this Amendment; and
i. shall deliver to Lender a certificate or certificates in form and substance satisfactory to it, dated as of the Amendment closing date and signed by the president or other authorized officer of the Guarantor, certifying that the conditions specified in this Amendment have been fulfilled, and "bringing down" the representations and warranties contained in the Guaranty Agreement.
GUARANTOR’S OBLIGATIONS. 19.1. By submitting an Application, the Tenant and the Guarantor are agreeing that the information provided to the Landlord is, to the best of their knowledge, true and that the Tenant and the Guarantor have no objection to the information being verified if necessary, including Credit Checks carried out by the Landlord’s preferred agent.
19.2. The Guarantor and the Tenant also understand:
19.2.1. That in the event of defaulting in respect of the covenants as a Guarantor, any such default may be recorded with a credit referencing agency who may supply information to other credit companies or insurers and the information disclosed in the Application and the Tenancy Offer may be disclosed in order to recover any charges due or to trace the Tenant’s and the Guarantor’s whereabouts.
19.2.2. That if the Tenant fails to pay any Rent or Payments, the Guarantor will be liable and will pay upon demand the sum owing. The Guarantor understands that if any information provided by the Tenant or the Guarantor within this document is found to be untrue, it can be a reason for immediate termination of the Tenancy.
19.3. The Guarantor’s guarantee is liable for the whole period of the Tenancy. The Landlord lets the Room to the Tenant at the Rent stated on the Tenancy Offer for the Tenancy Period on the Standard Letting Terms set out in this Tenancy Agreement as varied or supplemented by any Special Letting Terms. In consideration of the Landlord entering this Agreement, the Guarantor agrees to guarantee the obligations of the Tenant contained in this Agreement.
GUARANTOR’S OBLIGATIONS. In the event the Debtor fails to repay in time and in full the whole or part of the loan, the principal of the financing fund or the Debtee’s advance payment or related interests, the Guarantor shall unconditionally pay without delay to the Debtee each and all due payments payable by the Debtor. The Guarantor agrees that: with regard to a master contract under a mortgage security or pledge security offered by the Debtor or by a third party, the Debtee has the right to determine on its discretion the order of right execution and is entitled to ask the Guarantor to pay without delay to the Debtee each and all due payments payable by the Debtor, without beforehand execution of security interests in property; with regard to the Debtor’s any waiver of security interests in property or of sequence of rights, or any change in the security interests in property, the Guarantor shall undertake its guaranty liabilities under this Contract, without exemption of any other responsibilities of the Guarantor thereunder.
GUARANTOR’S OBLIGATIONS. Paragraphs 1, 2, 3, 4, 5, and 6, above, of this ARTICLE V, apply to the Guarantor, with the only exception being in Paragraph 4, the Guarantor has 120 days to deliver financial statements. Additionally, the Guarantor shall provide to the Government, at the end of each tax year, a certified correct copy of its Statement of Financial Condition, and if applicable its SEC-10K Report.
GUARANTOR’S OBLIGATIONS. 5.3.1 Each obligation of the Guarantor under this deed is independent of each other obligation under this deed.
5.3.2 If, at any time, the Guarantor’s performance of its obligations under this deed in respect of any part of the amount secured by the Guarantee would be in breach of sections 678-680 of the Companies Act 2006, the Guarantor’s obligations will not apply at that time in respect of that part of the amount secured by the Guarantee.
GUARANTOR’S OBLIGATIONS. 8.1 The Guarantor guarantees to the Landlord to ensure that the Tenant obeys all the terms of this tenancy agreement. The Guarantor further agrees to indemnify the Landlord against any loss they might suffer as a result of letting the Property to the Tenant.
8.2 The Guarantor’s obligations are joint and several with those of the Tenant and where the Guarantor comprises of more than one person their obligations are joint and several with one another save to the extent that those obligations are specifically limited by the guarantee agreement.
8.3 The guarantee persists notwithstanding any extension, renewal or variation of the tenancy, including any increase in rent and continues so long as one or more of the persons who originally comprised the Tenant remain in the Property.
8.4 The Guarantor’s liability is not reduced or eliminated by any waiver or leniency granted to the Tenant by the Landlord.
8.5 The Guarantor must sign a separate Guarantor Form constituting a tripartite agreement between all parties before it is signed by the Tenant.
GUARANTOR’S OBLIGATIONS. Nomura waives diligence, presentment, demand of payment from and protest to NGFP with respect to the Obligations and also waives notice of dishonor. The obligations of Nomura under this Guarantee shall not be discharged or impaired or otherwise affected by (i) the failure or delay of the Counterparty to assert any claim or demand or to enforce any right or remedy against NGFP, or any other indulgence or concession granted by the Counterparty to NGFP or (ii) any other act, event or omission that, but for this provision, would or might operate to discharge, impair or otherwise affect any of the obligations of Nomura herein contained or any of the rights, powers or remedies conferred upon the Counterparty by law.
GUARANTOR’S OBLIGATIONS. 10.1 The Guarantor guarantees to the Landlord to ensure that the Tenant obeys all the terms of this agreement and to fully compensate the Landlord for any loss, damage, costs or other expenses arising either directly or indirectly out of any breach of the Agreement.
10.2 The Guarantor further agrees to indemnify the Landlord against any loss they might suffer as a result of letting the Property to the Tenant.
10.3 The Guarantor’s obligations are joint and several with those of the Tenant and where the Guarantor comprises of more than one person their obligations are joint and several with one another save to the extent that those obligations are specifically limited by the guarantee agreement.
10.4 The guarantee persists notwithstanding any extension, renewal or variation of the tenancy, including any increase in rent and continues so long as one or more of the persons who originally comprised the Tenant remain in the Property.
10.5 The Guarantor’s liability is not reduced or eliminated by any waiver or leniency granted to the Tenant by the Landlord.
10.6 The Guarantor must sign a separate Guarantor Form constituting a tripartite agreement between all parties before it is signed by the Tenant.
