Common use of HET GUARANTEE Clause in Contracts

HET GUARANTEE. 27.1 The HET Guarantor unconditionally and irrevocably: (a) guarantees the payment to each other party when due of all amounts payable by HET under or pursuant to this deed; (b) undertakes to ensure that HET will perform when due all its obligations under or pursuant to this deed; (c) agrees that if and each time that HET fails to make any payment when it is due under or pursuant to this deed, the HET Guarantor must on demand (without requiring any party first to take steps against HET or any other person) pay that amount as if it were the principal obligor in respect of that amount; and (d) agrees as principal debtor and primary obligor to indemnify each other party against all Loss sustained by it flowing from any non-payment or default of any kind by HET under or pursuant to this deed. 27.2 The HET Guarantor’s obligations under this clause 27 will 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 time or indulgence granted to, or composition with, HET or any other person; (b) the taking, variation, renewal or release of, or neglect to perfect or enforce this deed, or any right, guarantee, remedy or security from or against HET or any other person; (c) any variation or change to the terms of this deed; or (d) any unenforceability or invalidity of any obligation of HET, so that this deed shall be construed as if there were no such unenforceability or invalidity. 27.3 Until all amounts which may be or become payable under this deed have been irrevocably paid in full, the HET Guarantor shall not as a result of this deed or any payment or performance under this deed be subrogated to any right or security of any party or claim or prove in competition with any party against HET or any other person or claim any right of contribution, set-off or indemnity. 27.4 The HET Guarantor will not take or hold any security from HET in respect of this deed and any such security which is held in breach of this provision will be held by the HET Guarantor in trust for each other party. 27.5 The HET Guarantor shall indemnify each other party against any Loss arising as a result of or in connection with the enforcement of the HET Guarantor’s obligations under this deed. 27.6 The HET Guarantor warrants to each other party that: (a) it is a corporation validly existing under the laws of the place of its incorporation; (b) it has the power to execute and deliver, and to perform its obligations under, this deed and it has taken all necessary corporate action to authorise such execution and delivery and the performance of such obligations; (c) its obligations under this deed are legal, valid, binding and enforceable in accordance with their terms; (d) the execution and delivery by it of this deed and the performance of its obligations under it does not and will not conflict with or constitute a default under any provision of: (i) any agreement or instrument to which it is a party; (ii) its constitution (if any); or (iii) any law, order, judgment, award, injunction, decree, rule or regulation by which it is bound; and (e) no Insolvency Event has occurred in relation to it.

HET GUARANTEE. 27.1 26.1 The HET Guarantor unconditionally and irrevocably: (a) guarantees to VIP the payment to each other party when due of all amounts payable by HET to VIP under or pursuant to this deedagreement; (b) undertakes to ensure that HET will perform when due all its obligations under or pursuant to this deedagreement; (c) agrees that if and each time that HET fails to make any payment to VIP when it is due under or pursuant to this deedagreement, the HET Guarantor must on demand (without requiring any party VIP first to take steps against HET or any other person) pay that amount to VIP as if it were the principal obligor in respect of that amount; and (d) agrees as principal debtor and primary obligor to indemnify each other party VIP against all Loss Losses sustained by it flowing from any non-payment or default of any kind by HET under or pursuant to this deedagreement. 27.2 26.2 The HET Guarantor’s obligations under this clause 27 26 will 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 time or indulgence granted to, or composition with, HET or any other person; (b) the taking, variation, renewal or release of, or neglect to perfect or enforce this deedagreement, or any right, guarantee, remedy or security from or against HET or any other person; (c) any variation or change to the terms of this deedagreement; or (d) any unenforceability or invalidity of any obligation of HET, so that this deed agreement shall be construed as if there were no such unenforceability or invalidity. 27.3 (a) Until all amounts which may be or become payable under this deed agreement have been irrevocably paid in full, the HET Guarantor shall not as a result of this deed agreement or any payment or performance under this deed agreement be subrogated to any right or security of any party VIP or claim or prove in competition with any party VIP against HET or any other person or claim any right of contribution, set-off or indemnity. 27.4 (b) The HET Guarantor will not take or hold any security from HET in respect of this deed agreement and any such security which is held in breach of this provision will be held by the HET Guarantor in trust for each other partyVIP. 27.5 26.4 The HET Guarantor shall indemnify each other party VIP against any reasonable Loss arising as a result of or in connection with the enforcement of the HET Guarantor’s obligations under this deedagreement. 27.6 The HET Guarantor warrants to each other party that: (a) it is a corporation validly existing under the laws of the place of its incorporation; (b) it has the power to execute and deliver, and to perform its obligations under, this deed and it has taken all necessary corporate action to authorise such execution and delivery and the performance of such obligations; (c) its obligations under this deed are legal, valid, binding and enforceable in accordance with their terms; (d) the execution and delivery by it of this deed and the performance of its obligations under it does not and will not conflict with or constitute a default under any provision of: (i) any agreement or instrument to which it is a party; (ii) its constitution (if any); or (iii) any law, order, judgment, award, injunction, decree, rule or regulation by which it is bound; and (e) no Insolvency Event has occurred in relation to it.

HET GUARANTEE. 27.1 15.1 The HET Guarantor unconditionally and irrevocably: (a) guarantees to the Sellers the payment to each other party when due of all amounts payable by HET to the Sellers under or pursuant to this deed; (b) agreement and undertakes to ensure that HET will perform when due all of its obligations and undertakings under or pursuant to this deed;agreement; and (cb) agrees that if and each time that HET fails to make perform when due any payment when it is due of its obligations to pay or any of its other obligations or undertakings under or pursuant to this deedagreement, the HET Guarantor must on demand shall as principal debtor and primary obligor (without requiring any party the relevant Seller(s) first to take steps against HET or any other person) upon demand by the relevant Seller(s): (i) either: (A) in respect of any non-payment of amounts payable by HET under or pursuant to this agreement, pay that amount as if it were to the principal obligor relevant Seller(s); or (B) in respect of that amountthe non-performance of any other obligation or undertaking under or pursuant to this agreement, unconditionally perform (or procure performance of) and satisfy (or procure satisfaction of) the obligation or undertaking in accordance with this agreement; and (dii) agrees as principal debtor and primary obligor to indemnify each other party the Sellers against all Loss Losses sustained by it the Sellers flowing from any non-payment or default of any kind non-performance by HET under or pursuant to this deedagreement. 27.2 15.2 The HET Guarantor’s 's obligations under this clause 27 Clause 15 will 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 time or indulgence granted to, or composition with, HET or any other person; (b) the taking, variation, renewal or release of, or neglect to perfect or enforce this deedagreement, or any right, guarantee, remedy or security from or against HET or any other person; (c) any variation or change to the terms of this deedagreement; or (d) any unenforceability or invalidity of any obligation of HET, so that this deed agreement shall be construed as if there were no such unenforceability or invalidity. 27.3 (a) Until all amounts and obligations which may be or become payable or due to be performed under this deed agreement have been irrevocably paid or performed in full, the HET Guarantor shall not as a result of this deed agreement or any payment or performance under this deed agreement be subrogated to any right or security of any party either Seller or claim or prove in competition with any party either Seller against HET or any other person or claim any right of contribution, set-off or indemnity. 27.4 (b) The HET Guarantor will not take or hold any security from HET in respect of this deed agreement and any such security which is held in breach of this provision will be held by the HET Guarantor in trust for each other partythe Sellers. 27.5 15.4 The HET Guarantor shall indemnify each other party the Sellers against any reasonable Loss arising as a result of or in connection with the enforcement of the HET Guarantor’s 's obligations under this deedagreement. 27.6 The HET Guarantor warrants to each other party that: (a) it is a corporation validly existing under the laws of the place of its incorporation; (b) it has the power to execute and deliver, and to perform its obligations under, this deed and it has taken all necessary corporate action to authorise such execution and delivery and the performance of such obligations; (c) its obligations under this deed are legal, valid, binding and enforceable in accordance with their terms; (d) the execution and delivery by it of this deed and the performance of its obligations under it does not and will not conflict with or constitute a default under any provision of: (i) any agreement or instrument to which it is a party; (ii) its constitution (if any); or (iii) any law, order, judgment, award, injunction, decree, rule or regulation by which it is bound; and (e) no Insolvency Event has occurred in relation to it.

HET GUARANTEE. 27.1 20.1 The HET Guarantor unconditionally and irrevocably: (a) guarantees the payment to each other party when due of all amounts payable by HET under or pursuant to this deed; (b) undertakes to ensure that HET will perform when due all its obligations under or pursuant to this deed; (c) agrees that if and each time that HET fails to make any payment when it is due under or pursuant to this deed, the HET Guarantor must on demand (without requiring any party first to take steps against HET or any other person) pay that amount as if it were the principal obligor in respect of that amount; and (d) agrees as principal debtor and primary obligor to indemnify each other party against all Loss sustained by it flowing from any non-payment or default of any kind by HET under or pursuant to this deed. 27.2 20.2 The HET Guarantor’s obligations under this clause 27 20 will 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 time or indulgence granted to, or composition with, HET or any other person; (b) the taking, variation, renewal or release of, or neglect to perfect or enforce this deed, or any right, guarantee, remedy or security from or against HET or any other person; (c) any variation or change to the terms of this deed; or (d) any unenforceability or invalidity of any obligation of HET, so that this deed shall be construed as if there were no such unenforceability or invalidity. 27.3 20.3 Until all amounts which may be or become payable under this deed have been irrevocably paid in full, the HET Guarantor shall not as a result of this deed or any payment or performance under this deed be subrogated to any right or security of any party or claim or prove in competition with any party against HET or any other person or claim any right of contribution, set-off or indemnity. 27.4 20.4 The HET Guarantor will not take or hold any security from HET in respect of this deed and any such security which is held in breach of this provision will be held by the HET Guarantor in trust for each other party. 27.5 20.5 The HET Guarantor shall indemnify each other party against any Loss arising as a result of or in connection with the enforcement of the HET Guarantor’s obligations under this deed. 27.6 20.6 The HET Guarantor warrants to each other party that: (a) it is a corporation validly existing under the laws of the place of its incorporation; (b) it has the power to execute and deliver, and to perform its obligations under, this deed and it has taken all necessary corporate action to authorise such execution and delivery and the performance of such obligations; (c) its obligations under this deed are legal, valid, binding and enforceable in accordance with their terms; (d) the execution and delivery by it of this deed and the performance of its obligations under it does not and will not conflict with or constitute a default under any provision of: (i) any agreement or instrument to which it is a party; (ii) its constitution (if any); or (iii) any law, order, judgment, award, injunction, decree, rule or regulation by which it is bound; and (e) no Insolvency Event has occurred in relation to it.