Common use of NTL GUARANTEE Clause in Contracts

NTL GUARANTEE. 7.1 In consideration of TCHL and Telewest entering into this Agreement with CUKCP and NTL at the request of NTL, NTL hereby irrevocably and unconditionally, as primary obligor, undertakes and guarantees, the full, prompt and complete performance by CUKCP of all its obligations under this Agreement and the due and punctual payment of all sums now or subsequently payable by CUKCP to TCHL under this Agreement when the same shall become due and undertakes with TCHL that if CUKCP shall default in the payment of any sum under this Agreement, NTL shall forthwith on demand by TCHL pay such sum to TCHL. 7.2 The guarantee contained in clause 7.1 is a continuing guarantee and shall remain in force until all the obligations of CUKCP under this Agreement have been fully performed and all sums payable by CUKCP have been fully paid. 7.3 The obligations of NTL shall not be affected by any act, omission, matter or thing which, but for this provision, might operate to release or otherwise exonerate NTL from its obligations or affect such obligations, including without limitation and whether or not known to NTL:- 7.3.1 any time, indulgence, waiver or consent at any time given to CUKCP or any other person; 7.3.2 any compromise or release of or abstention from perfecting or enforcing any right or remedy against CUKCP or any other person; 7.3.3 any legal limitation, disability, incapacity or other circumstance relating to CUKCP or any other person or any amendment to or variation of the terms of this Agreement or any other document referred to in this Agreement; and 7.3.4 any irregularity, unenforceability or invalidity of any obligations of CUKCP under this Agreement or the dissolution, amalgamation, reconstruction or insolvency of CUKCP. 7.4 The guarantee contained in clause 7.1 may be enforced by TCHL or Telewest without TCHL or Telewest first taking any steps or proceedings against CUKCP. 7.5 All payments to be made by NTL shall be made in full, without set-off or counterclaim and without any deduction whatsoever except to the extent required by law. 7.6 The obligations of NTL under this clause 7 shall not take effect until, and are conditional upon, the completion of the Amalgamation.

NTL GUARANTEE. 7.1 In consideration of TCHL and Telewest entering into this Agreement with CUKCP and 12.15.1 NTL at the request of NTL, NTL hereby irrevocably and unconditionally, as primary obligor, obligor unconditionally and irrevocably: (a) undertakes and guarantees, to ensure that the full, prompt and complete performance by CUKCP of Purchaser will perform when due all its obligations to the Seller and the Transferors (the "Obligees") under or pursuant to this Agreement and the Relationship Agreement; (b) agrees that if and each time that the Purchaser fails to make any payment to any Obligee when it is due and punctual payment of all sums now under or subsequently payable by CUKCP pursuant to TCHL under this Agreement when or the same shall become due and undertakes with TCHL that if CUKCP shall default in the payment of any sum under this Relationship Agreement, NTL shall forthwith on demand by TCHL (without requiring the Obligee first to take steps against the Purchaser or any other person) pay such sum that amount to TCHLthe Obligee concerned, as the case may be. 7.2 The guarantee contained in clause 7.1 is a continuing guarantee and shall remain in force until all the obligations of CUKCP 12.15.2 Each payment to be made by NTL under this Agreement have been fully performed and all sums Article 12.15 shall be made in the currency in which the relevant amount is payable by CUKCP the Purchaser free and clear of all deductions or withholdings of any kind, except for those required by law, and if any deduction or withholding 31 31 must be made by law, NTL will pay that additional amount which is necessary to ensure that the Obligee concerned receives a net amount equal to the full amount which it would have received if the payment had been fully paidmade by the Purchaser to the relevant Obligee in accordance with this Agreement or the Relationship Agreement (as the case may be). 7.3 The 12.15.3 NTL's obligations of NTL under this Article 12.15 shall not be affected by any act, omission, matter or thing which, which but for this provision, provision might operate to release affect or otherwise exonerate NTL from its obligations or affect such prejudice those obligations, including without limitation and whether or not known to NTL:-limitation: 7.3.1 any time, indulgence, waiver or consent at (a) any time given to CUKCP or indulgence granted to, or composition with the Purchaser or any other person; 7.3.2 any compromise (b) the taking, variation, renewal or release of of, or abstention neglect to perfect or enforce this Agreement or the Relationship Agreement or any right, guarantee, remedy or security from perfecting or enforcing any right or remedy against CUKCP the Purchaser or any other person; 7.3.3 (c) any legal limitation, disability, incapacity or other circumstance relating to CUKCP or any other person or any amendment to or variation of the terms of this Agreement or any other document referred to in this Agreement; and 7.3.4 any irregularity, unenforceability or invalidity on whatever ground of any obligation of the Purchaser, so that this Article 12.15 shall be construed as if there were no such enforceability or invalidity; or (d) any termination of this Agreement. 12.15.4 NTL warrants that all the obligations expressed to be accepted by it under this Article 12.15 are legally binding obligations of CUKCP it, enforceable in accordance with their respective terms, and that all necessary shareholder and other consents and authorisations for the giving of the guarantee and the acceptance of all other obligations by it under this Agreement or the dissolution, amalgamation, reconstruction or insolvency of CUKCPArticle 12.15 have been obtained and are in full force and effect. 7.4 The guarantee contained 12.15.5 NTL will reimburse the Seller for all reasonable legal and other costs (including any VAT) incurred by the Seller in clause 7.1 may be enforced by TCHL or Telewest without TCHL or Telewest first taking connection with the enforcement of any steps or proceedings against CUKCP. 7.5 All payments to be made by NTL shall be made in full, without set-off or counterclaim and without any deduction whatsoever except to the extent required by law. 7.6 The obligations of NTL under this clause 7 shall not take effect until, and are conditional upon, the completion of the Amalgamationprovisions of this Article 12.15.