Common use of Purchaser’s Guarantee Clause in Contracts

Purchaser’s Guarantee. 10.1 The Guarantor unconditionally and irrevocably guarantees to the Sellers the due and punctual performance and observance by the Purchaser of all its obligations, commitments, undertakings, warranties and indemnities under or pursuant to the Transaction Documents (the “Guaranteed Obligations”), to the extent of any limit on the liability of the Purchaser in the Transaction Documents. 10.2 If and whenever the Purchaser defaults for any reason whatsoever in the performance of any of the Guaranteed Obligations, the Guarantor shall upon demand unconditionally perform (or procure performance of) and satisfy (or procure the satisfaction of) the Guaranteed Obligations in regard to which such default has been made in the manner prescribed by this Agreement as if it were the primary obligor and so that the same benefits shall be conferred on the Sellers as they would have received if the Guaranteed Obligations had been duly performed and satisfied by the Purchaser. 10.3 This guarantee is to be a continuing guarantee and accordingly is to remain in force until all the Guaranteed Obligations shall have been performed or satisfied. This guarantee is in addition to and without prejudice to and not in substitution for any rights or security which the Sellers may now or hereafter have or hold for the performance and observance of the Guaranteed Obligations. 10.4 As a separate and independent stipulation, the Guarantor agrees that any of the Guaranteed Obligations (including any moneys payable) which may not be enforceable against or recoverable from the Purchaser by reason of any legal limitation, disability or incapacity on or of the Purchaser or the dissolution, amalgamation or reconstruction of the Purchaser or any other fact or circumstances (other than any limitation imposed by this Agreement) shall nevertheless be enforceable against and recoverable from the Guarantor as though the same had been incurred by the Guarantor and the Guarantor were the sole or principal obligor in respect of such Guaranteed Obligation and shall be performed or paid by the Guarantor on demand. 10.5 The liability of the Guarantor under this Clause 10 shall not be affected, impaired, reduced or released by: (a) any variation of the Guaranteed Obligations; (b) any forbearance, neglect or delay in seeking performance of the Guaranteed Obligations or any granting of time for such performance; (c) the illegality, invalidity, unenforceability or, or any defect in, any provision of this Agreement or the Purchaser’s obligations under any of them; (d) any insolvency or similar proceeding; or (e) any other fact or event which in the absence of this provision would or might constitute or afford a legal or equitable discharge or release or a defence to a guarantor.

Purchaser’s Guarantee. 10.1 The 14.1.1 In consideration for the Seller entering into this Agreement, the Purchaser’s Guarantor unconditionally and irrevocably guarantees to the Sellers Seller the due and punctual performance and observance by the Purchaser of all its obligations, commitments, undertakings, warranties and indemnities under or pursuant to the Transaction Documents this Agreement (the “Purchaser’s Guaranteed Obligations”)) and agrees that if any Purchaser’s Guaranteed Obligation is or becomes unenforceable, invalid or illegal it will, as an independent and primary obligation, indemnify the Seller immediately on demand against all Losses which the Seller suffers through or arising from any act or omission that would be a breach by the Purchaser of the Purchaser’s Guaranteed Obligations if the relevant Purchaser’s Guaranteed Obligation were not unenforceable, invalid or illegal, to the extent of any limit on the liability of the Purchaser in the Transaction Documentsthis Agreement. 10.2 14.1.2 If and whenever the Purchaser defaults for any reason whatsoever in the performance of any of the Purchaser’s Guaranteed Obligations, the Purchaser’s Guarantor shall forthwith upon demand unconditionally perform (or procure performance of) and satisfy (or procure the satisfaction of) the Purchaser’s Guaranteed Obligations in regard to which such default has been made in the manner prescribed by this Agreement as if it were the primary obligor and so that the same benefits shall be conferred on the Sellers Seller as they it would have received if the Purchaser’s Guaranteed Obligations had been duly performed and satisfied by the Purchaser. 10.3 14.1.3 This guarantee is to be a continuing guarantee and accordingly is to remain in force until all the Purchaser’s Guaranteed Obligations shall have been performed or satisfied. This guarantee is in addition to and without prejudice to and not in substitution for any rights or security which the Sellers Seller may now or hereafter have or hold for the performance and observance of the Purchaser’s Guaranteed Obligations. 10.4 14.1.4 As a separate and independent stipulation, stipulation the Purchaser’s Guarantor agrees that any of the Purchaser’s Guaranteed Obligations (including any moneys payable) which may not be enforceable against or recoverable from the Purchaser by reason of any legal limitation, disability or incapacity on or of the Purchaser or the dissolution, amalgamation or reconstruction of the Purchaser or any other fact or circumstances (other than any limitation imposed by this Agreement) shall nevertheless be enforceable against and recoverable from the Purchaser’s Guarantor as though the same had been incurred by the Purchaser’s Guarantor and the Purchaser’s Guarantor were the sole or principal obligor in respect of such Guaranteed Obligation thereof and shall be performed or paid by the Purchaser’s Guarantor on demand. 10.5 14.1.5 The liability of the Purchaser’s Guarantor under this Clause 10 14.1 shall not be affected, impaired, reduced or released by: (ai) any variation of the Purchaser’s Guaranteed ObligationsObligations made in accordance with this Agreement; (bii) any forbearance, neglect or delay in seeking performance of the Purchaser’s Guaranteed Obligations or any granting of time for such performance; (ciii) the illegality, invalidity, unenforceability or, or any defect in, any provision of this Agreement or the Purchaser’s obligations under any of them;; or (div) any insolvency or similar proceeding; or (e) any other fact or event which in the absence of this provision would or might constitute or afford a legal or equitable discharge or release or a defence to a guarantor.

Purchaser’s Guarantee. 10.1 The Guarantor unconditionally and irrevocably guarantees 12.1 If the Purchaser fails to comply with any of the Sellers provisions of this Agreement on the due date, then FTD guarantees that it shall (on demand by a Vendor) immediately perform and punctual performance and observance by discharge the Purchaser of all its obligations, commitments, undertakings, warranties and indemnities under or pursuant to the Transaction Documents (the “Guaranteed Obligations”), to the extent of any limit on the liability obligations of the Purchaser in under those provisions provided always that (notwithstanding any other provision of this clause 12) FTD’s liability under this clause 12 shall be no greater than the Transaction DocumentsPurchaser’s liability under the terms of this Agreement. 10.2 If and whenever the Purchaser defaults for any reason whatsoever in the performance of any of the Guaranteed Obligations, the Guarantor 12.2 FTD’s liability under clause 12.1 shall upon demand unconditionally perform (or procure performance of) and satisfy (or procure the satisfaction of) the Guaranteed Obligations in regard to which such default has been made in the manner prescribed by this Agreement as if it were the primary obligor and so that the same benefits shall be conferred on the Sellers as they would have received if the Guaranteed Obligations had been duly performed and satisfied by the Purchaser. 10.3 This guarantee is to be a continuing guarantee and accordingly is to remain in force until all the Guaranteed Obligations shall have been performed or satisfied. This guarantee is in addition to and without prejudice to and not in substitution for any rights or security which the Sellers may now or hereafter have or hold for the performance and observance of the Guaranteed Obligations. 10.4 As a separate and independent stipulation, the Guarantor agrees that any of the Guaranteed Obligations (including any moneys payable) which may not be enforceable against affected by any concession, time or recoverable from the Purchaser indulgence granted by reason of any legal limitation, disability or incapacity on or of a Vendor to the Purchaser or the dissolution, amalgamation by any other dealing or reconstruction of thing (whether relating to the Purchaser or any other fact Person) which would, but for this clause 12.2, operate to discharge or circumstances (other than any limitation imposed by this Agreement) shall nevertheless be enforceable against and recoverable from the Guarantor as though the same had been incurred by the Guarantor and the Guarantor were the sole or principal obligor in respect of such Guaranteed Obligation and shall be performed or paid by the Guarantor on demandreduce that liability. 10.5 The liability 12.3 If anything (including any legal limitation on the part of the Guarantor under this Clause 10 shall not be affected, impaired, reduced or released by: (aPurchaser) causes any variation of the Guaranteed Obligations; (b) any forbearance, neglect or delay in seeking performance of the Guaranteed Obligations or any granting of time for such performance; (c) the illegality, invalidity, unenforceability or, or any defect in, any provision of this Agreement or the Purchaser’s obligations under this Agreement and/or the guarantee set out in clause 12.1 to be or become invalid or unenforceable, then FTD shall perform and discharge all of the Purchaser’s obligations under this Agreement as if they were the primary obligations of FTD. 12.4 Subject always to FTD’s liability not being any greater than the Purchaser’s liability under the terms of the Agreement, FTD shall indemnify and keep indemnified the Vendors against any losses, liabilities, costs and expenses resulting from the failure of the Purchaser to observe any of them;the provisions of this Agreement. 12.5 FTD shall make any payments due from it under this clause 12 in full, without any deduction or withholding in respect of any claim (dwhether by way of set-off, counterclaim or otherwise) asserted from time to time by the Purchaser against any insolvency Vendor under this Agreement or similar proceeding; or (e) in respect of any other fact matter or event which in the absence of thing. 12.6 FTD’s obligations under this provision would or might constitute or afford a legal or equitable discharge or release or a defence to a guarantorclause 12, including its guarantee under clause 12.1, are unconditional and irrevocable.

Purchaser’s Guarantee. 10.1 13.1.1 The Purchasers’ Guarantor unconditionally and irrevocably guarantees to the Sellers the due and punctual performance and observance by the Purchaser Purchasers of all its obligations, commitments, undertakings, warranties and indemnities under or pursuant to this Agreement or the Transaction Documents Tax Deed of Covenant as appropriate (the “Purchasers’ Guaranteed Obligations”), ) to the extent of any limit on the liability of the Purchaser Purchasers in this Agreement or the Transaction DocumentsTax Deed of Covenant as appropriate. 10.2 13.1.2 If and whenever the Purchaser Purchasers defaults for any reason whatsoever in the performance of any of the Purchasers’ Guaranteed Obligations, the Purchasers’ Guarantor shall forthwith upon demand unconditionally perform (or procure performance of) and satisfy (or procure the satisfaction of) the Purchasers’ Guaranteed Obligations in regard to which such default has been made in the manner prescribed by this Agreement as if it were the primary obligor and so that the same benefits shall be conferred on the Sellers as they would have received if the Purchasers’ Guaranteed Obligations had been duly performed and satisfied by the PurchaserPurchasers. 10.3 13.1.3 This guarantee is to be a continuing guarantee and accordingly is to remain in force until all the Purchasers’ Guaranteed Obligations shall have been performed or satisfied. This guarantee is in addition to and without prejudice to and not in substitution for any rights or security which the Sellers any Seller may now or hereafter have or hold for the performance and observance of the Purchasers’ Guaranteed Obligations. 10.4 13.1.4 As a separate and independent stipulation, obligation the Purchasers’ Guarantor agrees that any of the Purchasers’ Guaranteed Obligations (including including, without limitation, any moneys payable) which may not be enforceable against or recoverable from the Purchaser Purchasers by reason of any legal limitation, disability or incapacity on or of the Purchaser or the dissolution, amalgamation or reconstruction of the Purchaser Purchasers or any other fact or circumstances (other than any limitation imposed by this Agreement) shall nevertheless be enforceable against and recoverable from the Purchasers’ Guarantor as though the same had been incurred by the Purchasers’ Guarantor and the Purchasers’ Guarantor were the sole or principal obligor in respect of such Guaranteed Obligation thereof and shall be performed or paid by the Purchasers’ Guarantor on demand. 10.5 13.1.5 The liability Liability of the Purchasers’ Guarantor under this Clause 10 13: (i) shall not be affected, impaired, reduced released or released by: (a) diminished by any variation of the Purchasers’ Guaranteed Obligations; (b) Obligations or any forbearance, neglect or delay in seeking performance of the Purchasers’ Guaranteed Obligations or any granting of time for such performance;; and (cii) the illegality, invalidity, unenforceability or, shall not be affected or any defect in, any provision impaired by reason of this Agreement or the Purchaser’s obligations under any of them; (d) any insolvency or similar proceeding; or (e) any other fact or event which in the absence of this provision would or might constitute or afford a legal or equitable discharge or release or a defence to a guarantor.

Purchaser’s Guarantee. 10.1 The Guarantor Subject to the provisions of Clause 15.2 and 15.3:- 15.1.1 BARRA hereby irrevocably and unconditionally and irrevocably guarantees to the Sellers Vendors the due and punctual payment, discharge, performance and observance by the Purchaser Group (other than BARRA) of all its obligations, commitments, undertakings, warranties liabilities and indemnities obligations of whatever nature under this Agreement (as varied extended or pursuant renewed from time to time) -------------------------------------------------------------------------------- 111 and undertakes with the Transaction Documents 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 “Guaranteed Obligations”), to the extent of any limit on the liability Vendors pay and discharge all liabilities and perform and observe all obligations of the Purchaser in the Transaction Documents. 10.2 If and whenever Group (other than BARRA) as if BARRA instead of the Purchaser defaults for any reason whatsoever 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 the performance 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 Guaranteed Obligations, Vendors to proceed against or claim payment from the Guarantor shall upon demand unconditionally perform Purchaser Group (or procure performance of) and satisfy (or procure the satisfaction of) the Guaranteed Obligations in regard to which such default has been made in the manner prescribed by this Agreement as if it were the primary obligor and so that the same benefits shall be conferred on the Sellers as they would have received if the Guaranteed Obligations had been duly performed and satisfied by the Purchaser.other than BARRA); 10.3 15.1.2 This guarantee is to be a continuing guarantee and accordingly is to shall remain in full force and effect until all liabilities and obligations of the Guaranteed Obligations shall Purchaser under this Agreement have been paid, discharged, performed or satisfied. This guarantee is in addition to and (as the case may be) observed; 15.1.3 The Vendors may at any time without prejudice to their rights and not remedies under or in substitution for connection with this Agreement (and without discharging or in any rights or security which way affecting the Sellers may now or hereafter have or hold for the performance and observance liability of the Guaranteed Obligations. 10.4 As a separate and independent stipulation, the Guarantor agrees that any of the Guaranteed Obligations (including any moneys payableBARRA) which may not be enforceable against or recoverable from grant to the Purchaser by reason of any legal limitation, disability or incapacity on or of the Purchaser or the dissolution, amalgamation or reconstruction of the Purchaser Group (other than BARRA) or any other fact person, time for the payment, discharge, performance or circumstances (observance or any other than any limitation imposed by this Agreement) shall nevertheless be enforceable against and recoverable from the Guarantor as though the same had been incurred by the Guarantor indulgence and the Guarantor were the sole or principal obligor in respect obligations of such Guaranteed Obligation and shall be performed or paid by the Guarantor on demand. 10.5 The liability of the Guarantor under this Clause 10 BARRA hereunder shall not be affected, impaired, reduced affected by any act omission matter or released by: (a) any variation of the Guaranteed Obligations; (b) any forbearance, neglect or delay in seeking performance of the Guaranteed Obligations or any granting of time thing whatever which but for such performance; (c) the illegality, invalidity, unenforceability or, or any defect in, any provision of this Agreement or the Purchaser’s obligations under any of them; (d) any insolvency or similar proceeding; or (e) any other fact or event which in the absence of this provision would might affect such obligations or might constitute or afford a legal or equitable discharge or operate to release or a defence to a guarantor.otherwise exonerate BARRA;

Purchaser’s Guarantee. 10.1 24.1 The Purchaser’s Guarantor hereby unconditionally and irrevocably guarantees to the Sellers Seller the full, due and punctual performance and observance observation by the Purchaser of all its obligations, commitments, undertakings, warranties and indemnities the obligations of the Purchaser under or pursuant to the Transaction Documents terms of this Agreement (the “Guaranteed Purchaser Obligations”), to . In the extent event of any limit on the liability of failure by the Purchaser in the Transaction Documents. 10.2 If and whenever the to perform or observe such Purchaser defaults for any reason whatsoever in the performance of any of the Guaranteed Obligations, the Purchaser’s Guarantor shall upon demand unconditionally perform (or procure performance of) and satisfy (or procure be liable for the satisfaction of) the Guaranteed Purchaser Obligations in regard to which such default has been made in the manner prescribed by this Agreement arising hereunder as if it were a primary obligor. 24.2 The obligations of the primary obligor and so that the same benefits Purchaser’s Guarantor under this clause 24: 24.2.1 shall be conferred on the Sellers as they would continuing obligations in respect of all Purchaser Obligations which have received if the Guaranteed Obligations had not been duly performed and satisfied previously discharged by the Purchaser or the Purchaser’s Guarantor and shall not be satisfied, discharged or affected by any change in the constitution or control of, or the insolvency of, or any liquidation, winding up or analogous proceedings relating to the Purchaser; 24.2.2 shall be discharged on an ongoing basis by the due performance by the Purchaser or the Purchaser’s Guarantor of the relevant Purchaser Obligations, but otherwise shall not be discharged, prejudiced, lessened, affected or impaired by any act, omission or circumstance whatsoever which but for this provision might operate to release or exonerate the Purchaser from all or any part of such obligations or in any way discharge, prejudice, lessen, affect or impair the same; and 24.2.3 shall not be released or diminished by any forbearance, neglect or delay in seeking performance hereby imposed or any granting of time for such performance or, except in respect of the variation of the relevant Purchaser Obligation or this clause 24 in accordance with this Agreement, any variation of this Agreement. 10.3 This guarantee is 24.3 the Purchaser’s Guarantor waives any right it may have to be a continuing guarantee and accordingly is require the Seller first to remain in force until all proceed against or claim payment from the Guaranteed Obligations shall have been performed or satisfied. This guarantee is in addition to and without prejudice to and not in substitution for any rights or security which the Sellers may now or hereafter have or hold for the performance and observance of the Guaranteed ObligationsPurchaser before claiming under this clause 24. 10.4 24.4 As a separate and independent stipulation, the Purchaser’s Guarantor agrees that any of Purchaser Obligations expressed to be given by the Guaranteed Obligations (including any moneys payable) Purchaser which may not be enforceable against or recoverable from the Purchaser by reason of any legal limitation, disability or incapacity on or on behalf of the Purchaser or the dissolution, amalgamation or reconstruction of the Purchaser or any other fact or circumstances (other than any limitation imposed by this Agreement) shall nevertheless be enforceable against and recoverable from the Purchaser’s Guarantor as though the same had been incurred by the Purchaser’s Guarantor and the Purchaser’s Guarantor were was the sole or and principal obligor in respect of such Guaranteed Obligation and thereof and/or shall be performed or paid by the Guarantor on demand. 10.5 The liability of the Guarantor under this Clause 10 shall not be affected, impaired, reduced or released by: (a) any variation of the Guaranteed Obligations; (b) any forbearance, neglect or delay in seeking performance of the Guaranteed Obligations or any granting of time for such performance; (c) the illegality, invalidity, unenforceability or, or any defect in, any provision of this Agreement or the Purchaser’s obligations under any of them; (d) any insolvency Guarantor after receiving written notice on or similar proceeding; or (e) any other fact or event after the time at which in the absence of this provision would or might constitute or afford a legal or equitable discharge or release or a defence to a guarantorsuch obligation arises.