Purchaser’s Guarantee. Subject to the provisions of Clause 15.2 and 15.3:-
15.1.1 BARRA hereby irrevocably and unconditionally guarantees to the Vendors the due and punctual payment, discharge, performance and observance by the Purchaser Group (other than BARRA) of all its liabilities and obligations of whatever nature under this Agreement (as varied extended or renewed from time to time) -------------------------------------------------------------------------------- 111 and undertakes with the Vendors that if and each time that the Purchaser Group (other than BARRA) shall be in default under this Agreement BARRA will on demand by the Vendors pay and discharge all liabilities and perform and observe all obligations of the Purchaser Group (other than BARRA) as if BARRA instead of the Purchaser Group (other than BARRA) were expressed to be the primary obligor, provided the Vendors first make a formal demand on the Purchaser Group (other than BARRA), however in respect of any further steps required to seek recovery of any such sums not paid BARRA hereby waives any right it may have of first requiring the Vendors to proceed against or claim payment from the Purchaser Group (other than BARRA);
15.1.2 This guarantee is a continuing guarantee and shall remain in full force and effect until all liabilities and obligations of the Purchaser under this Agreement have been paid, discharged, performed or (as the case may be) observed;
15.1.3 The Vendors may at any time without prejudice to their rights and remedies under or in connection with this Agreement (and without discharging or in any way affecting the liability of BARRA) grant to the Purchaser Group (other than BARRA) or any other person, time for the payment, discharge, performance or observance or any other indulgence and the obligations of BARRA hereunder shall not be affected by any act omission matter or thing whatever which but for this provision might affect such obligations or operate to release or otherwise exonerate BARRA;
Purchaser’s Guarantee. 10.1 In consideration of the Seller entering into this Agreement, the Purchaser’s Guarantor unconditionally and irrevocably guarantees to the Seller as a continuing obligation that the Purchaser will comply properly and punctually with its obligations to pay the Second Instalment (plus any Second Instalment Interest, if any) in accordance with clauses 2.1 and 3.
10.2 The Purchaser’s Guarantor’s liability under clause 10.1 shall not be discharged or impaired by:
(a) any amendment, variation or assignment of this Agreement or any Transaction Document or any waiver of its or their terms;
(b) any release of, or granting of time or other indulgence to, the Purchaser or any third party;
(c) any winding up, dissolution, reconstruction, legal limitation, incapacity or lack of corporate power or authority or other circumstances affecting the Purchaser (or any act taken by the Seller in relation to any such event); or
(d) any other act, event, neglect or omission (whether or not known to any Party) which would or might (but for this clause 10.2) operate to impair or discharge the Purchaser’s Guarantor’s liability or afford the Purchaser’s Guarantor or the Purchaser any legal or equitable defence.
10.3 In consideration of the Seller entering into this Agreement as a separate, additional continuing and primary obligation, the Purchaser Guarantor undertakes to indemnify the Seller and each member of the Seller’s Group against any Costs suffered or incurred by any of them as a result of the Purchaser’s failure to comply properly and punctually with its obligations to pay the Second Instalment (plus any Second Instalment Interest, if any) in accordance with clauses 2.1 and 3.
Purchaser’s Guarantee. (a) The Purchaser’s Guarantor hereby irrevocably and unconditionally guarantees, on a joint and several basis, the prompt and complete performance by the Purchaser of all its obligations under and pursuant to this Agreement and/or any Transaction Documents, including without limitation its payment obligations set forth in Article II and its indemnification obligations set forth in Article VII (the “Purchaser’s Guarantee”).
(b) The Purchaser’s Guarantor undertakes with the Sellers that if and whenever the Purchaser does not pay any amount (including principal, interest, fees and any other accessory claim of any nature whatsoever) when due under this Agreement, the Purchaser’s Guarantor shall pay that due and payable amount within a period of five (5) Business Days of receipt of a notice claiming payment of that amount duly signed by the Sellers’ Agent.
(c) The Purchaser’s Guarantee is governed by the provisions of articles 2288 et seq. of the French Code Civil.
(d) The Purchaser’s Guarantor (a) waives any rights it may have under article 2298 (bénéfice de discussion) or article 2303 (bénéfice de division) of the French Code Civil, (b) undertakes not to exercise any rights it may have against the Sellers under article 2309 of the French Code Civil and (c) agrees that the Purchaser’s Guarantee will remain in full force and effect and that it will remain liable under the Purchaser’s Guarantee notwithstanding (i) any change to the legal form of any of the Sellers and/or the Purchaser or (ii) any merger, spin off, amalgamation, reconstruction, reorganization or partial transfer of assets in consideration for shares of any of the Sellers and/or the Purchaser or of their successors or assigns with any other person.
Purchaser’s Guarantee. 32.1 In consideration of the Seller entering into this Agreement, the Purchaser’s Guarantor unconditionally and irrevocably guarantees to the Seller and to its Affiliates as a continuing obligation that the Purchaser and its Affiliates will comply properly and punctually with its obligations under this Agreement and each Transaction Document.
32.2 The liability of the Purchaser’s Guarantor under clause 32.1 shall not be discharged or impaired by:
(a) any amendment, variation or assignment of this Agreement or any Transaction Document or any waiver of its or their terms;
(b) any release of, or granting of time or other indulgence to, the Purchaser, its Affiliates or any third party;
(c) any winding up, dissolution, reconstruction, legal limitation, incapacity or lack of corporate power or authority or other circumstances affecting the Purchaser (or any act taken by the Purchaser in relation to any such event); or
(d) any other act, event, neglect or omission (whether or not known to the Purchaser, the Purchaser’s Guarantor, the Sellers or the Seller’s Guarantor) which would or might (but for this clause) operate to impair or discharge the liability of the Purchaser’s Guarantor or afford the Purchaser’s Guarantor or the Purchaser or its Affiliates any legal or equitable defence.
Purchaser’s Guarantee. 11 10.1 Guarantee..................................................................................11
Purchaser’s Guarantee. In order to ensure faithful, timely and full compliance with its current and/or future, principal and ancillary, pecuniary obligations related to the Contracted Electricity for the entire Supply Period, Guarantor hereby irrevocably and irreversibly, in its name and in the name of its successor in any way, as guarantor, principal payor, co-obligor and debtor jointly and severally with Purchaser, guarantees in favor of Seller the payment of all amounts due under this the terms of this Agreement (“Guarantee”). Paragraph One - Guarantor hereby represents to be legally capable and able to provide the Guarantee, and irrevocably and irreversibly accepts to be the principal payer and jointly and severally responsible for any and all current and/or future, principal and/or accessory obligations due under the terms of this Agreement. Paragraph Two - In case of Purchaser’s default, pursuant to article 397 of the Civil Code, Guarantor shall pay the amount due for the Contracted Electricity within fifteen (15) calendar days after receiving a written notice from Seller to Guarantor informing that Purchaser is in default. Paragraph Three - Guarantor expressly waives the benefit of privilege under Article 827 do Código Civil, and no objection or opposition by Purchaser may be admitted or invoked by Guarantor with the intent to be released from its obligations to Seller.
Purchaser’s Guarantee. UTi Worldwide hereby guarantees in favour of the Sellers, jointly and severally ("solidariamente") with the Purchaser, its successors or assignees of the present Agreement, and expressly waiving any privilege of order and division ("beneficios de orden o excusion y division") that could correspond to it, if applicable, the full and punctual fulfilment of the obligations arising hereunder for the Purchaser, and/or its successors or assignees of the present Agreement, including, without limitation, the obligation relating the delivery of the Shares of UTi Worldwide according to that provided for under Clause 2 of this Agreement.
Purchaser’s Guarantee. To secure the Purchaser’s due and punctual performance and discharge in full of its liabilities under Clause 3A.1 and other liabilities and obligations under this Agreement, the Guarantor hereby unconditionally and irrevocably guarantees as a primary obligor and not a surety, to the Vendor the due and punctual performance and discharge by the Purchaser of Clause 3A.1 and other liabilities and obligations under this Agreement.
Purchaser’s Guarantee. 1. As security for the obligations of the purchaser to the seller for the discharge of the minimum purchase price payable by the purchaser to the seller in terms of this agreement, the purchaser shall, on 14 November 1997, deliver to the seller the following guarantees issued by THE STANDARD BANK OF SOUTH AFRICA LIMITED ("STANDARD BANK"), namely :- 8.
1.1. a guarantee for the payment, subject to the non-fulfillment of the resolutive condition, of R26 500 000,00 (twenty six million five hundred thousand rand) to be paid by no later than 31 January 1998; 8.
1.2. a guarantee for the payment, subject to the non-fulfillment of the resolutive condition, of R20 000 000,00 (twenty million rand) to be paid by no later than 3 January 1999.
Purchaser’s Guarantee. If the average closing price of each Issuer Share for the 20 trading days immediately prior to the expiry of each of the First Restricted Year, the Second Restricted Year and the Third Restricted Year respectively ("MARKET SHARE PRICE") is below US$0.10, then the Vendors may (but not individually) at their collective and absolute discretion, within three months from the issue of the audited consolidated accounts of the Company for the relevant Restricted Year by notice in writing to the Purchaser, request the Purchaser to procure the Issuer to issue and allot to the Vendors additional new Issuer Shares. The number of additional new Issuer Shares to be issued and allotted to the Vendors for that relevant Restricted Year shall be calculated on the following basis and shared by the Vendors in the proportion as set opposite the Vendors' respective names in column (5) of SCHEDULE 5 : Number of additional new Issuer Shares = (US$0.10 - Market Share Price) x Number of Consideration Shares left after adjustments in Clause 7.1 for the relevant Restricted Year / US$0.10
8. POST COMPLETION AUDIT ---------------------
8.1 At Completion, the Vendors shall deliver to the Purchaser the Completion Accounts showing, among other, the amounts of the consolidated net asset value of the Company (that is, including Control Tech and Shanghai Control Tech) as at the Completion Date is not less than RMB6 million.
8.2 The Completion Accounts shall be:
(a) prepared on the same accounting bases, accounting and valuation principles as the audited accounts of Control Tech adopted since the date of its incorporation; and
(b) prepared in accordance with the Statements of Standard Accounting Practice issued by the Hong Kong Society of Accountants, the disclosure and other applicable requirements of the Companies Ordinance.
