Common use of Purchaser’s Guarantee Clause in Contracts

Purchaser’s Guarantee. 13.1 In consideration of the Sellers agreeing to sell the Target Shares on the terms set out in this Agreement, the Purchasers’ Guarantor irrevocably and unconditionally: (A) guarantees to the Sellers the due and punctual performance of each obligation, commitment and undertaking of the Purchasers (on behalf of itself and/or any member of the Purchasers’ Group) contained in this Agreement or the Transaction Documents; and (B) agrees to indemnify the Sellers on an after-Tax basis in respect of any breach of the Purchasers (on behalf of themselves and/or any member of the Purchasers’ Group) of any of its obligations, commitments and undertakings contained in this Agreement or the Transaction Documents. 13.2 The liability of the Purchasers’ Guarantor contained in this Agreement and the Transaction Documents shall not be released or diminished by any variation of the terms of this Agreement or any Transaction Document (whether or not agreed by the Purchasers’ Guarantor) any forbearance, neglect or delay in seeking performance of the obligations hereby imposed or any granting of time for such performance. 13.3 If the Purchasers default for any reason whatsoever in the performance of any obligation, commitment or undertaking undertaken or expressed to be undertaken under or pursuant to this Agreement or any other document referred to in it, the Purchasers’ Guarantor shall forthwith upon demand unconditionally perform (or procure performance of) and satisfy (or procure the satisfaction of) the obligation, commitment or undertaking in regard to which such default has been made in the manner prescribed by this Agreement and the Transaction Documents so that the same benefits shall be conferred on the Sellers as would have been received if such obligation, commitment or undertaking had been duly performed and satisfied by the Purchasers in accordance with the terms of this Agreement and the Transaction Documents (as applicable). 13.4 The Purchasers’ Guarantor shall be liable only to the same extent as the Purchasers would be liable under this Agreement and shall be entitled to assert any defences, limitations of liability, exclusions, set-offs and any other rights available to the Purchasers under this Agreement. The aggregate liability of the Purchasers’ Guarantor under Clause 13.1(A) shall in no event exceed the aggregate liability that the Purchasers would have to the Sellers under this Agreement. 13.5 This guarantee is to be a continuing guarantee and accordingly is to remain in force until all the obligations of the Purchasers (in respect of itself and on behalf of the Purchasers’ Group) shall have been performed or satisfied regardless of the legality, validity or enforceability of any provisions of this Agreement or the Transaction Documents and notwithstanding the winding-up, liquidation, dissolution or other incapacity of the Purchasers or any change in the status, control or ownership of the Purchasers. This guarantee is in addition to, without limiting and not in substitution for, any rights or security which the Sellers may now or after the date of this Agreement have or hold for the performance and observance of the obligations, commitments and undertakings of the Purchasers under or in connection with this Agreement or any other document referred to in it. 13.6 The Purchasers’ Guarantor agrees that any obligation, commitment or undertaking undertaken or expressed to be undertaken by the Purchasers (including, without limitation, any monies expressed to be payable under this Agreement) which may not be enforceable against or recoverable from the Purchasers by reason of any legal limitation, disability or incapacity on or of the Purchasers or any fact or circumstance (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 thereof and shall be performed or paid by the Purchasers’ Guarantor on demand.

Purchaser’s Guarantee. 13.1 11.1 In consideration of the Sellers agreeing to sell the Target Shares on the terms set out in Vendor entering into this Agreement, the Purchasers’ Purchaser's Guarantor unconditionally and irrevocably and unconditionally: (A) guarantees to the Sellers Purchaser that the due Purchaser will pay all monies and punctual performance of each obligation, commitment discharge all present and undertaking future obligations and liabilities of the Purchasers Purchaser under or in connection with Clause 3.2 of this Agreement (referred to in this Clause 11 as the "Purchaser's Obligations") and undertakes that, if the Purchaser fails to do so, the Purchaser's Guarantor (or such other person as it shall direct) will perform and discharge the Purchaser's Obligations forthwith on behalf demand by the Vendor and indemnify the Vendor against all reasonable costs, losses, damages, expenses, claims and liabilities suffered or incurred by the Vendor as a result of itself and/or or arising out of any member failure by the Purchaser promptly to discharge any of the Purchasers’ Group) contained in this Agreement or the Transaction Documents; and (B) agrees to indemnify the Sellers on an after-Tax basis in respect of any breach of the Purchasers (on behalf of themselves and/or any member of the Purchasers’ Group) of any of its obligations, commitments and undertakings contained in this Agreement or the Transaction DocumentsPurchaser's Obligations. 13.2 11.2 The liability of the Purchasers’ Purchaser's Guarantor contained in under this Agreement Clause 11 shall be that of a sole principal obligor and the Transaction Documents not merely a surety and shall not be released limited, discharged or diminished otherwise affected by any time, indulgence, waiver or concession granted by the Vendor to the Purchaser, by the invalidity in or unenforceability or frustration of this Agreement, by any lack of capacity or lack or misuse of authority on the part of the Purchaser or its officers, by the liquidation, administration or dissolution of the Purchaser or the disclaimer of this Agreement by any liquidator, by any variation of the terms of this Agreement or any Transaction Document (whether or not agreed by the Purchasers’ Guarantor) any forbearance, neglect or delay in seeking performance of the obligations hereby imposed or any granting of time for such performance. 13.3 If the Purchasers default for any reason whatsoever in the performance of any obligation, commitment or undertaking undertaken or expressed to be undertaken under or pursuant to this Agreement or any other document referred to in it, the Purchasers’ Guarantor shall forthwith upon demand unconditionally perform (or procure performance of) and satisfy (or procure the satisfaction of) the obligation, commitment or undertaking in regard to which such default has been made in the manner prescribed by this Agreement and the Transaction Documents so that the same benefits shall be conferred on the Sellers as would have been received if such obligation, commitment or undertaking had been duly performed and satisfied by the Purchasers in accordance with the terms of this Agreement and the Transaction Documents (as applicable). 13.4 The Purchasers’ Guarantor shall be liable only to the same extent as the Purchasers would be liable under this Agreement and shall be entitled to assert any defences, limitations of liability, exclusions, set-offs and any other rights available to the Purchasers under this Agreement. The aggregate liability of the Purchasers’ Guarantor under Clause 13.1(A) shall in no event exceed the aggregate liability that the Purchasers would have to the Sellers under this Agreement. 13.5 This guarantee is to be a continuing guarantee and accordingly is to remain in force until all the obligations of the Purchasers (in respect of itself and on behalf of the Purchasers’ Group) shall have been performed or satisfied regardless of the legality, validity or enforceability of any provisions termination of this Agreement or the Transaction Documents and notwithstanding Tax Covenant or by any other fact or circumstance which might (but for this Clause 11.2) limit, discharge or otherwise affect the winding-up, liquidation, dissolution or other incapacity liability of the Purchasers Purchaser's Guarantor. 11.3 The Purchaser's Guarantor irrevocably waives any right it may have to require that the Vendor claims or brings proceedings, or enforces any other right or security, against the Purchaser or any change in other person before claiming from the status, control or ownership of the Purchasers. Purchaser's Guarantor under this Clause 11. 11.4 This guarantee is a continuing guarantee and shall remain in addition tofull force and effect so long as any of the Purchaser's Obligations has yet to be fully discharged. 11.5 Until all of the Purchaser's Obligations have been fully discharged the Purchaser's Guarantor shall not after a demand has been made by the Vendor pursuant to this Clause 11 save in such manner and on such terms as the Vendor may require:- (a) exercise as against the Purchaser, without limiting and not in substitution forrespect of any amount previously paid by the Purchaser's Guarantor under this Clause 11, any rights or security which the Sellers may now or after the date right of this Agreement have or hold for the performance and observance of the obligations, commitments and undertakings of the Purchasers under or in connection with this Agreement subrogation or any other document referred to right or remedy which the Purchaser's Guarantor may have in it.respect of the same; or 13.6 The Purchasers’ Guarantor agrees that (b) receive, claim or have the benefit of any obligationpayment, commitment distribution or undertaking undertaken security from the Purchaser or expressed to be undertaken by the Purchasers exercise any other right or remedy (including, without limitationbut not limited to, any monies expressed to be payable under this Agreementright of set-off) which the Purchaser's Guarantor may not be enforceable against or recoverable from the Purchasers by reason of any legal limitation, disability or incapacity on or have in respect of the Purchasers or same; or (c) prove in any fact or circumstance (other than liquidation of the Purchaser in competition with the Vendor for any limitation imposed by this Agreement) shall nevertheless be enforceable against and recoverable from sums owing to the Purchasers’ Purchaser's Guarantor as though the same had been incurred by the Purchasers’ Guarantor and the Purchasers’ Guarantor were the sole or principal obligor Purchaser on any account whatever. 11.6 This guarantee shall be in respect thereof addition to and shall not in any way merge with or prejudice or be performed prejudiced by any collateral or paid other security now or in the future held by the Purchasers’ Guarantor on demandVendor. 11.7 The Vendor may make one or more demands pursuant to this guarantee.

Purchaser’s Guarantee. 13.1 In consideration of the Sellers agreeing to sell the Target Shares on the terms set out in this Agreement, the Purchasers’ 10.1 The Guarantor unconditionally and irrevocably and unconditionally: (A) guarantees to the Sellers the due and punctual performance and observance by the Purchaser of each obligation, commitment and undertaking of the Purchasers (on behalf of itself and/or any member of the Purchasers’ Group) contained in this Agreement or the Transaction Documents; and (B) agrees to indemnify the Sellers on an after-Tax basis in respect of any breach of the Purchasers (on behalf of themselves and/or any member of the Purchasers’ Group) of any of all its obligations, commitments commitments, undertakings, warranties and undertakings contained indemnities under or pursuant to the Transaction Documents (the “Guaranteed Obligations”), to the extent of any limit on the liability of the Purchaser in this Agreement or the Transaction Documents. 13.2 The liability of 10.2 If and whenever the Purchasers’ Guarantor contained in this Agreement and the Transaction Documents shall not be released or diminished by any variation of the terms of this Agreement or any Transaction Document (whether or not agreed by the Purchasers’ Guarantor) any forbearance, neglect or delay in seeking performance of the obligations hereby imposed or any granting of time for such performance. 13.3 If the Purchasers default Purchaser defaults for any reason whatsoever in the performance of any obligation, commitment or undertaking undertaken or expressed to be undertaken under or pursuant to this Agreement or any other document referred to in itof the Guaranteed Obligations, the Purchasers’ Guarantor shall forthwith upon demand unconditionally perform (or procure performance of) and satisfy (or procure the satisfaction of) the obligation, commitment or undertaking 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 the Transaction Documents so that the same benefits shall be conferred on the Sellers as they would have been received if such obligation, commitment or undertaking the Guaranteed Obligations had been duly performed and satisfied by the Purchasers in accordance with the terms of this Agreement and the Transaction Documents (as applicable)Purchaser. 13.4 The Purchasers’ Guarantor shall be liable only to the same extent as the Purchasers would be liable under this Agreement and shall be entitled to assert any defences, limitations of liability, exclusions, set-offs and any other rights available to the Purchasers under this Agreement. The aggregate liability of the Purchasers’ Guarantor under Clause 13.1(A) shall in no event exceed the aggregate liability that the Purchasers would have to the Sellers under this Agreement. 13.5 10.3 This guarantee is to be a continuing guarantee and accordingly is to remain in force until all the obligations of the Purchasers (in respect of itself and on behalf of the Purchasers’ Group) Guaranteed Obligations shall have been performed or satisfied regardless of the legality, validity or enforceability of any provisions of this Agreement or the Transaction Documents and notwithstanding the winding-up, liquidation, dissolution or other incapacity of the Purchasers or any change in the status, control or ownership of the Purchaserssatisfied. This guarantee is in addition to, to and without limiting prejudice to and not in substitution for, for any rights or security which the Sellers may now or after the date of this Agreement hereafter have or hold for the performance and observance of the obligations, commitments and undertakings of the Purchasers under or in connection with this Agreement or any other document referred to in itGuaranteed Obligations. 13.6 The Purchasers’ 10.4 As a separate and independent stipulation, the Guarantor agrees that any obligation, commitment or undertaking undertaken or expressed to be undertaken by of the Purchasers Guaranteed Obligations (including, without limitation, including any monies expressed to be payable under this Agreementmoneys payable) which may not be enforceable against or recoverable from the Purchasers Purchaser by reason of any legal limitation, disability or incapacity on or of the Purchasers Purchaser or the dissolution, amalgamation or reconstruction of the Purchaser or any other fact or circumstance 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 thereof of such Guaranteed Obligation and shall be performed or paid by the Purchasers’ 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. 13.1 In consideration Subject to the provisions of the Sellers agreeing to sell the Target Shares on the terms set out in this Agreement, the Purchasers’ Guarantor Clause 15.2 and 15.3:- 15.1.1 BARRA hereby irrevocably and unconditionally: (A) unconditionally guarantees to the Sellers 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 obligation, commitment time that the Purchaser Group (other than BARRA) shall be in default under this Agreement BARRA will on demand by the Vendors pay and undertaking discharge all liabilities and perform and observe all obligations of the Purchasers Purchaser Group (on behalf of itself and/or any member other than BARRA) as if BARRA instead of the Purchasers’ GroupPurchaser Group (other than BARRA) contained in this Agreement or were expressed to be the Transaction Documents; and primary obligor, provided the Vendors first make a formal demand on the Purchaser Group (B) agrees to indemnify the Sellers on an after-Tax basis other than BARRA), however in respect of any breach of the Purchasers (on behalf of themselves and/or any member of the Purchasers’ Group) further steps required to seek recovery of any such sums not paid BARRA hereby waives any right it may have of its obligations, commitments and undertakings contained in this Agreement first requiring the Vendors to proceed against or claim payment from the Transaction Documents.Purchaser Group (other than BARRA); 13.2 The liability of the Purchasers’ Guarantor contained in this Agreement and the Transaction Documents shall not be released or diminished by any variation of the terms of this Agreement or any Transaction Document (whether or not agreed by the Purchasers’ Guarantor) any forbearance, neglect or delay in seeking performance of the obligations hereby imposed or any granting of time for such performance. 13.3 If the Purchasers default for any reason whatsoever in the performance of any obligation, commitment or undertaking undertaken or expressed to be undertaken under or pursuant to this Agreement or any other document referred to in it, the Purchasers’ Guarantor shall forthwith upon demand unconditionally perform (or procure performance of) and satisfy (or procure the satisfaction of) the obligation, commitment or undertaking in regard to which such default has been made in the manner prescribed by this Agreement and the Transaction Documents so that the same benefits shall be conferred on the Sellers as would have been received if such obligation, commitment or undertaking had been duly performed and satisfied by the Purchasers in accordance with the terms of this Agreement and the Transaction Documents (as applicable). 13.4 The Purchasers’ Guarantor shall be liable only to the same extent as the Purchasers would be liable under this Agreement and shall be entitled to assert any defences, limitations of liability, exclusions, set-offs and any other rights available to the Purchasers under this Agreement. The aggregate liability of the Purchasers’ Guarantor under Clause 13.1(A) shall in no event exceed the aggregate liability that the Purchasers would have to the Sellers under this Agreement. 13.5 15.1.2 This guarantee is to be a continuing guarantee and accordingly is to shall remain in full force and effect until all the liabilities and obligations of the Purchasers (in respect of itself and on behalf of the Purchasers’ Group) shall have been performed or satisfied regardless of the legality, validity or enforceability of any provisions of this Agreement or the Transaction Documents and notwithstanding the winding-up, liquidation, dissolution or other incapacity of the Purchasers or any change in the status, control or ownership of the Purchasers. This guarantee is in addition to, without limiting and not in substitution for, any rights or security which the Sellers may now or after the date of Purchaser under this Agreement have been paid, discharged, performed or hold for (as the performance case may be) observed; 15.1.3 The Vendors may at any time without prejudice to their rights and observance of the obligations, commitments and undertakings of the Purchasers 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 document referred to in it. 13.6 The Purchasers’ Guarantor agrees that person, time for the payment, discharge, performance or observance or any obligation, commitment or undertaking undertaken or expressed to be undertaken by other indulgence and the Purchasers (including, without limitation, any monies expressed to be payable under this Agreement) which may obligations of BARRA hereunder shall not be enforceable against affected by any act omission matter or recoverable from the Purchasers by reason of any legal limitation, disability thing whatever which but for this provision might affect such obligations or incapacity on operate to release or of the Purchasers or any fact or circumstance (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 thereof and shall be performed or paid by the Purchasers’ Guarantor on demand.otherwise exonerate BARRA;

Purchaser’s Guarantee. 13.1 In consideration 12.1 If the Purchaser fails to comply with any of the Sellers agreeing to sell the Target Shares provisions of this Agreement on the due date, then FTD guarantees that it shall (on demand by a Vendor) immediately perform and discharge the obligations of the Purchaser 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 Purchaser’s liability under the terms of this Agreement. 12.2 FTD’s liability under clause 12.1 shall not be affected by any concession, time or indulgence granted by a Vendor to the Purchaser or by any other dealing or thing (whether relating to the Purchaser or any other Person) which would, but for this clause 12.2, operate to discharge or reduce that liability. 12.3 If anything (including any legal limitation on the part of the Purchaser) causes any of 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 the provisions of this Agreement. 12.5 FTD shall make any payments due from it under this clause 12 in full, the Purchasers’ Guarantor irrevocably and unconditionally: (A) guarantees to the Sellers the due and punctual performance of each obligation, commitment and undertaking of the Purchasers (on behalf of itself and/or without any member of the Purchasers’ Group) contained in this Agreement deduction or the Transaction Documents; and (B) agrees to indemnify the Sellers on an after-Tax basis withholding in respect of any breach claim (whether by way of set-off, counterclaim or otherwise) asserted from time to time by the Purchasers (on behalf of themselves and/or Purchaser against any member of the Purchasers’ Group) of any of its obligations, commitments and undertakings contained in Vendor under this Agreement or the Transaction Documents. 13.2 The liability of the Purchasers’ Guarantor contained in this Agreement and the Transaction Documents shall not be released or diminished by any variation of the terms of this Agreement or any Transaction Document (whether or not agreed by the Purchasers’ Guarantor) any forbearance, neglect or delay in seeking performance of the obligations hereby imposed or any granting of time for such performance. 13.3 If the Purchasers default for any reason whatsoever in the performance of any obligation, commitment or undertaking undertaken or expressed to be undertaken under or pursuant to this Agreement or any other document referred to in it, the Purchasers’ Guarantor shall forthwith upon demand unconditionally perform (or procure performance of) and satisfy (or procure the satisfaction of) the obligation, commitment or undertaking in regard to which such default has been made in the manner prescribed by this Agreement and the Transaction Documents so that the same benefits shall be conferred on the Sellers as would have been received if such obligation, commitment or undertaking had been duly performed and satisfied by the Purchasers in accordance with the terms of this Agreement and the Transaction Documents (as applicable). 13.4 The Purchasers’ Guarantor shall be liable only to the same extent as the Purchasers would be liable under this Agreement and shall be entitled to assert any defences, limitations of liability, exclusions, set-offs and any other rights available to the Purchasers under this Agreement. The aggregate liability of the Purchasers’ Guarantor under Clause 13.1(A) shall in no event exceed the aggregate liability that the Purchasers would have to the Sellers under this Agreement. 13.5 This guarantee is to be a continuing guarantee and accordingly is to remain in force until all the obligations of the Purchasers (in respect of itself and on behalf of the Purchasers’ Group) shall have been performed or satisfied regardless of the legality, validity or enforceability of any provisions of this Agreement or the Transaction Documents and notwithstanding the winding-up, liquidation, dissolution or other incapacity of the Purchasers or any change in the status, control or ownership of the Purchasers. This guarantee is in addition to, without limiting and not in substitution for, any rights or security which the Sellers may now or after the date of this Agreement have or hold for the performance and observance of the obligations, commitments and undertakings of the Purchasers under or in connection with this Agreement or any other document referred to in itmatter or thing. 13.6 The Purchasers’ Guarantor agrees that any obligation, commitment or undertaking undertaken or expressed to be undertaken by the Purchasers (including, without limitation, any monies expressed to be payable 12.6 FTD’s obligations under this Agreement) which may not be enforceable against or recoverable from the Purchasers by reason of any legal limitationclause 12, disability or incapacity on or of the Purchasers or any fact or circumstance (other than any limitation imposed by this Agreement) shall nevertheless be enforceable against including its guarantee under clause 12.1, are unconditional 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 thereof and shall be performed or paid by the Purchasers’ Guarantor on demandirrevocable.

Purchaser’s Guarantee. 13.1 In consideration of the Sellers agreeing Subject to sell the Target Shares on the terms set out in this Agreementand conditions hereof, the Purchasers’ Limited Guarantor hereby absolutely, unconditionally and irrevocably and unconditionally: (A) guarantees to the Sellers Group, as the primary obligor and not merely as surety, the due and punctual performance payment of each obligationby the Purchasers of (i) the Base Purchase Price, commitment (ii) the Earn-Out Amount pursuant to Section 2.4(c) and undertaking (iii) the Holdback Amount pursuant to Section 2.6, subject to Purchasers’ right of setoff pursuant to Section 2.11 (the “Purchasers Guaranteed Obligations”). If the Purchasers fail to perform or observe the Purchasers Guaranteed Obligations when due, then all of Limited Guarantor’s liabilities to the Group hereunder in respect of such Purchasers Guaranteed Obligations shall, at the Group’s option, become immediately due and payable and the Group may at any time and from time to time take any and all actions available hereunder or under applicable law to enforce and collect the Purchasers Guaranteed Obligations from Limited Guarantor, including all attorneys’ fees and costs incurred by Group enforcing this guarantee. In furtherance of the foregoing, Limited Guarantor acknowledges that the Group may, in its sole discretion, bring and prosecute a separate action or actions against Limited Guarantor for the full amount of the Purchasers (on behalf Guaranteed Obligations, regardless of itself and/or whether any member of action is brought against the Purchasers’ Group) contained in this Agreement or . To the Transaction Documents; and (B) agrees fullest extent permitted by law, Limited Guarantor hereby expressly and unconditionally waives any and all defenses specifically available to indemnify a guarantor. Limited Guarantor acknowledges that it will receive substantial direct and indirect benefits from the Sellers on an after-Tax basis in respect of any breach of the Purchasers (on behalf of themselves and/or any member of the Purchasers’ Group) of any of its obligations, commitments and undertakings contained in this Agreement or the Transaction Documents. 13.2 The liability of the Purchasers’ Guarantor contained in this Agreement and the Transaction Documents shall not be released or diminished by any variation of the terms of this Agreement or any Transaction Document (whether or not agreed by the Purchasers’ Guarantor) any forbearance, neglect or delay in seeking performance of the obligations hereby imposed or any granting of time for such performance. 13.3 If the Purchasers default for any reason whatsoever in the performance of any obligation, commitment or undertaking undertaken or expressed to be undertaken under or pursuant to this Agreement or any other document referred to in it, the Purchasers’ Guarantor shall forthwith upon demand unconditionally perform (or procure performance of) and satisfy (or procure the satisfaction of) the obligation, commitment or undertaking in regard to which such default has been made in the manner prescribed transactions contemplated by this Agreement and the Transaction Documents so that the same benefits shall be conferred on the Sellers as would have been received if waivers set forth in this guarantee are knowingly made in contemplation of such obligation, commitment or undertaking had been duly performed and satisfied by the Purchasers in accordance with the terms of this Agreement and the Transaction Documents (as applicable)benefits. 13.4 The Purchasers’ Guarantor shall be liable only to the same extent as the Purchasers would be liable under this Agreement and shall be entitled to assert any defences, limitations of liability, exclusions, set-offs and any other rights available to the Purchasers under this Agreement. The aggregate liability of the Purchasers’ Guarantor under Clause 13.1(A) shall in no event exceed the aggregate liability that the Purchasers would have to the Sellers under this Agreement. 13.5 This guarantee is to be a continuing guarantee and accordingly is to remain in force until all the obligations of the Purchasers (in respect of itself and on behalf of the Purchasers’ Group) shall have been performed or satisfied regardless of the legality, validity or enforceability of any provisions of this Agreement or the Transaction Documents and notwithstanding the winding-up, liquidation, dissolution or other incapacity of the Purchasers or any change in the status, control or ownership of the Purchasers. This guarantee is in addition to, without limiting and not in substitution for, any rights or security which the Sellers may now or after the date of this Agreement have or hold for the performance and observance of the obligations, commitments and undertakings of the Purchasers under or in connection with this Agreement or any other document referred to in it. 13.6 The Purchasers’ Guarantor agrees that any obligation, commitment or undertaking undertaken or expressed to be undertaken by the Purchasers (including, without limitation, any monies expressed to be payable under this Agreement) which may not be enforceable against or recoverable from the Purchasers by reason of any legal limitation, disability or incapacity on or of the Purchasers or any fact or circumstance (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 thereof and shall be performed or paid by the Purchasers’ Guarantor on demand.

Purchaser’s Guarantee. 13.1 14.1.1 In consideration of for the Sellers agreeing to sell the Target Shares on the terms set out in Seller entering into this Agreement, the Purchasers’ Purchaser’s Guarantor unconditionally and irrevocably and unconditionally: (A) guarantees to the Sellers Seller the due and punctual performance and observance by the Purchaser of each obligation, commitment and undertaking of the Purchasers (on behalf of itself and/or any member of the Purchasers’ Group) contained in this Agreement or the Transaction Documents; and (B) agrees to indemnify the Sellers on an after-Tax basis in respect of any breach of the Purchasers (on behalf of themselves and/or any member of the Purchasers’ Group) of any of all its obligations, commitments commitments, undertakings, warranties and undertakings contained in indemnities under or pursuant to 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 Transaction Documents. 13.2 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 Purchasers’ Guarantor contained Purchaser in this Agreement and the Transaction Documents shall not be released or diminished by any variation of the terms of this Agreement or any Transaction Document (whether or not agreed by the Purchasers’ Guarantor) any forbearance, neglect or delay in seeking performance of the obligations hereby imposed or any granting of time for such performanceAgreement. 13.3 14.1.2 If and whenever the Purchasers default Purchaser defaults for any reason whatsoever in the performance of any obligation, commitment or undertaking undertaken or expressed to be undertaken under or pursuant to this Agreement or any other document referred to in itof the Purchaser’s Guaranteed Obligations, the Purchasers’ Purchaser’s Guarantor shall forthwith upon demand unconditionally perform (or procure performance of) and satisfy (or procure the satisfaction of) the obligation, commitment or undertaking Purchaser’s Guaranteed Obligations in regard to which such default has been made in the manner prescribed by this Agreement and the Transaction Documents so that the same benefits shall be conferred on the Sellers Seller as it would have been received if such obligation, commitment or undertaking the Purchaser’s Guaranteed Obligations had been duly performed and satisfied by the Purchasers in accordance with the terms of this Agreement and the Transaction Documents (as applicable)Purchaser. 13.4 The Purchasers’ Guarantor shall be liable only to the same extent as the Purchasers would be liable under this Agreement and shall be entitled to assert any defences, limitations of liability, exclusions, set-offs and any other rights available to the Purchasers under this Agreement. The aggregate liability of the Purchasers’ Guarantor under Clause 13.1(A) shall in no event exceed the aggregate liability that the Purchasers would have to the Sellers under this Agreement. 13.5 14.1.3 This guarantee is to be a continuing guarantee and accordingly is to remain in force until all the obligations of the Purchasers (in respect of itself and on behalf of the Purchasers’ Group) Purchaser’s Guaranteed Obligations shall have been performed or satisfied regardless of the legality, validity or enforceability of any provisions of this Agreement or the Transaction Documents and notwithstanding the winding-up, liquidation, dissolution or other incapacity of the Purchasers or any change in the status, control or ownership of the Purchaserssatisfied. This guarantee is in addition to, to and without limiting prejudice to and not in substitution for, for any rights or security which the Sellers Seller may now or after the date of this Agreement hereafter have or hold for the performance and observance of the obligations, commitments and undertakings of the Purchasers under or in connection with this Agreement or any other document referred to in itPurchaser’s Guaranteed Obligations. 13.6 The Purchasers’ 14.1.4 As a separate and independent stipulation the Purchaser’s Guarantor agrees that any obligation, commitment or undertaking undertaken or expressed to be undertaken by of the Purchasers Purchaser’s Guaranteed Obligations (including, without limitation, including any monies expressed to be payable under this Agreementmoneys payable) which may not be enforceable against or recoverable from the Purchasers Purchaser by reason of any legal limitation, disability or incapacity on or of the Purchasers Purchaser or the dissolution, amalgamation or reconstruction of the Purchaser or any other fact or circumstance circumstances (other than any limitation imposed by this Agreement) shall nevertheless be enforceable against and recoverable from the Purchasers’ Purchaser’s Guarantor as though the same had been incurred by the Purchasers’ Purchaser’s Guarantor and the Purchasers’ Purchaser’s Guarantor were the sole or principal obligor in respect thereof and shall be performed or paid by the Purchasers’ Purchaser’s Guarantor on demand. 14.1.5 The liability of the Purchaser’s Guarantor under this Clause 14.1 shall not be affected, impaired, reduced or released by: (i) any variation of the Purchaser’s Guaranteed Obligations made in accordance with this Agreement; (ii) any forbearance, neglect or delay in seeking performance of the Purchaser’s Guaranteed Obligations or any granting of time for such performance; (iii) the illegality, invalidity, unenforceability or, or any defect in, any provision of this Agreement or the Purchaser’s obligations under any of them; or (iv) any insolvency or similar proceeding.

Purchaser’s Guarantee. 13.1 In consideration of the Sellers agreeing to sell the Target Shares on the terms set out in this Agreement, the Purchasers’ Guarantor (a) The Purchaser unconditionally and irrevocably and unconditionally: (A) guarantees to the Seller and the Designated Sellers the due and punctual performance of and observance by each obligation, commitment and undertaking of the Designated Purchasers of all of their respective obligations (on behalf including any liabilities to pay damages arising out of itself and/or any member of the Purchasers’ Groupor in connection with this Agreement) contained in this Agreement under or pursuant to the Transaction Documents; and Documents (Bthe Purchaser Guaranteed Obligations) and hereby agrees to indemnify the Seller and the Designated Sellers on an after-Tax basis in respect of any breach of the Purchasers (on behalf of themselves and/or any member of the Purchasers’ Group) full amount of any of its obligations, commitments and undertakings contained in this Agreement sum payable (including any liability to pay damages) by each Designated Purchaser under or pursuant to the Transaction Documents. 13.2 The liability (b) Without prejudice to the rights of the Seller against the Purchaser or any of the Designated Purchasers’ Guarantor contained , the Purchaser shall be a primary obligor and shall be deemed a principal debtor in respect of its obligations (including the Purchaser Guaranteed Obligations) under this Agreement and not a surety. (c) The Seller may enforce its rights against the Transaction Documents Purchaser without first exercising any rights or remedies against the relevant Designated Purchaser. (d) The Purchaser’s liability to the Seller under this clause 26.2 shall not be released discharged, impaired or diminished by affected by: (i) any legal limitation, disability or incapacity or other circumstances relating to any of the Designated Purchasers or any change in the members or status of any of the Designated Purchasers or any other person; (ii) any variation of any of the terms of this Agreement or of any Transaction Document of the Purchaser Guaranteed Obligations; (whether or not agreed by the Purchasers’ Guarantoriii) any forbearancetime, neglect waiver or delay in seeking performance consent granted to or composition with any of the obligations hereby imposed or any granting of time for such performance. 13.3 If the Designated Purchasers default for any reason whatsoever in the performance of any obligation, commitment or undertaking undertaken or expressed to be undertaken under or pursuant to this Agreement or any other document referred to in it, the Purchasers’ Guarantor shall forthwith upon demand unconditionally perform person; (or procure performance of) and satisfy (or procure the satisfaction ofiv) the obligationbankruptcy, commitment liquidation or undertaking in regard to which such default has been made in dissolution of any of the manner prescribed by this Agreement and Designated Purchasers or the Transaction Documents so that appointment of a receiver, administrative receiver or administrator of any of the same benefits shall be conferred on the Sellers as would have been received if such obligation, commitment Designated Purchaser’s assets or undertaking had been duly performed and satisfied by the Purchasers in accordance with the terms of this Agreement and the Transaction Documents (as applicable). 13.4 The Purchasers’ Guarantor shall be liable only to the same extent as the Purchasers would be liable under this Agreement and shall be entitled to assert any defences, limitations of liability, exclusions, set-offs and any other rights available insolvency proceeding relating to any of the Designated Purchasers or any change of control of any of the Designated Purchasers or any other matter affecting the obligation of any of the Designated Purchasers to perform any Purchaser Guaranteed Obligation; (v) any unenforceability, illegality or invalidity of any obligation of any person under this Agreement. The aggregate liability of the Purchasers’ Guarantor under Clause 13.1(A; or (vi) shall in no event exceed the aggregate liability that the Purchasers any other matter which, but for this clause, would have to the Sellers under this Agreement. 13.5 This guarantee is to be a continuing guarantee and accordingly is to remain in force until all reduce, vitiate or affect the obligations of the Purchasers (Purchaser in respect of itself and on behalf of the Purchasers’ Group) shall have been performed or satisfied regardless of the legality, validity or enforceability of any provisions of this Agreement or the Transaction Documents and notwithstanding the winding-up, liquidation, dissolution or other incapacity of the Purchasers or any change in the status, control or ownership of the Purchasers. This guarantee is in addition to, without limiting and not in substitution for, any rights or security which the Sellers may now or after the date of this Agreement have or hold for the performance and observance of the obligations, commitments and undertakings of the Purchasers under or in connection with this Agreement or any other document referred to in itPurchaser Guaranteed Obligations. 13.6 The Purchasers’ Guarantor agrees that any obligation, commitment or undertaking undertaken or expressed to be undertaken by the Purchasers (including, without limitation, any monies expressed to be payable under this Agreement) which may not be enforceable against or recoverable from the Purchasers by reason of any legal limitation, disability or incapacity on or of the Purchasers or any fact or circumstance (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 thereof and shall be performed or paid by the Purchasers’ Guarantor on demand.

Purchaser’s Guarantee. 13.1 In consideration of the Sellers agreeing to sell the Target Shares on the terms set out in this Agreement, the Purchasers’ 24.1 The Purchaser’s Guarantor hereby unconditionally and irrevocably and unconditionally: (A) guarantees to the Sellers Seller the full, due and punctual performance and observation by the Purchaser of each obligation, commitment and undertaking all the obligations of the Purchasers Purchaser under the terms of this Agreement (on behalf the “Purchaser Obligations”). In the event of itself and/or any member failure by the Purchaser to perform or observe such Purchaser Obligations, the Purchaser’s Guarantor shall be liable for the Purchaser Obligations arising hereunder as if it were a primary obligor. 24.2 The obligations of the Purchasers’ Group) contained Purchaser’s Guarantor under this clause 24: 24.2.1 shall be continuing obligations in this Agreement respect of all Purchaser Obligations which have not been previously discharged by the Purchaser or the Transaction DocumentsPurchaser’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 (B) agrees to indemnify the Sellers on an after-Tax basis in respect of any breach of the Purchasers (on behalf of themselves and/or any member of the Purchasers’ Group) of any of its obligations, commitments and undertakings contained in this Agreement or the Transaction Documents. 13.2 The liability of the Purchasers’ Guarantor contained in this Agreement and the Transaction Documents 24.2.3 shall not be released or diminished by any variation of the terms of this Agreement or any Transaction Document (whether or not agreed by the Purchasers’ Guarantor) any forbearance, neglect or delay in seeking performance of the obligations hereby imposed or any granting of time for such performance. 13.3 If performance or, except in respect of the Purchasers default for any reason whatsoever in variation of the performance of any obligation, commitment relevant Purchaser Obligation or undertaking undertaken or expressed to be undertaken under or pursuant to this Agreement or any other document referred to in it, the Purchasers’ Guarantor shall forthwith upon demand unconditionally perform (or procure performance of) and satisfy (or procure the satisfaction of) the obligation, commitment or undertaking in regard to which such default has been made in the manner prescribed by this Agreement and the Transaction Documents so that the same benefits shall be conferred on the Sellers as would have been received if such obligation, commitment or undertaking had been duly performed and satisfied by the Purchasers clause 24 in accordance with the terms of this Agreement and the Transaction Documents (as applicable). 13.4 The Purchasers’ Guarantor shall be liable only to the same extent as the Purchasers would be liable under this Agreement and shall be entitled to assert any defences, limitations of liability, exclusions, set-offs and any other rights available to the Purchasers under this Agreement. The aggregate liability , any variation of the Purchasers’ Guarantor under Clause 13.1(A) shall in no event exceed the aggregate liability that the Purchasers would have to the Sellers under this Agreement. 13.5 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 obligations of the Purchasers (in respect of itself and on behalf of the Purchasers’ Group) shall have been performed or satisfied regardless of the legality, validity or enforceability of any provisions of Purchaser before claiming under this Agreement or the Transaction Documents and notwithstanding the winding-up, liquidation, dissolution or other incapacity of the Purchasers or any change in the status, control or ownership of the Purchasers. This guarantee is in addition to, without limiting and not in substitution for, any rights or security which the Sellers may now or after the date of this Agreement have or hold for the performance and observance of the obligations, commitments and undertakings of the Purchasers under or in connection with this Agreement or any other document referred to in itclause 24. 13.6 The Purchasers’ 24.4 As a separate and independent stipulation, the Purchaser’s Guarantor agrees that any obligation, commitment or undertaking undertaken or Purchaser Obligations expressed to be undertaken given by the Purchasers (including, without limitation, any monies expressed to be payable under this Agreement) Purchaser which may not be enforceable against or recoverable from the Purchasers Purchaser by reason of any legal limitation, disability or incapacity on or on behalf of the Purchasers or any fact or circumstance (other than any limitation imposed by this Agreement) Purchaser shall nevertheless be enforceable against and recoverable from the Purchasers’ Purchaser’s Guarantor as though the same had been incurred by the Purchasers’ Purchaser’s Guarantor and the Purchasers’ Purchaser’s Guarantor were was the sole or and principal obligor in respect thereof and and/or shall be performed or paid by the Purchasers’ Purchaser’s Guarantor after receiving written notice on demandor after the time at which such obligation arises.

Purchaser’s Guarantee. 13.1 In consideration 32.1 The Purchaser's Guarantor hereby unconditionally and irrevocably guarantees to each of the Sellers agreeing to sell Unilever Parents and each member of the Target Shares on Unilever Group the terms set out in this Agreementfull, the Purchasers’ Guarantor irrevocably and unconditionally: (A) guarantees to the Sellers the due and punctual performance of each obligation, commitment and undertaking of observation by the Purchasers Purchaser (on behalf of itself and/or any or the relevant member of the Purchasers’ Purchaser's Group) contained of all the Assurances given by the Purchaser or a member of the Purchaser's Group in or pursuant to the terms of this Agreement or any documents entered into hereunder, the Transaction Documents; and (B) agrees to indemnify the Sellers on an after-Tax basis in respect of any breach of the Purchasers (on behalf of themselves and/or any member of the Purchasers’ Group) of any of its obligationsCovenant and each other Purchaser's Completion Document, commitments and undertakings contained in this Agreement or the Transaction Documents. 13.2 The liability of the Purchasers’ Guarantor contained in this Agreement and the Transaction Documents Supply Agreement (together, the "Guaranteed Agreements"). The guarantee under this Clause 32 shall not be released or diminished by any variation of the terms of this any Guaranteed Agreement or any Transaction Document (whether or not such variation is agreed to by the Purchasers’ Purchaser's Guarantor) or by any forbearance, neglect or delay in seeking performance of the obligations hereby imposed or any granting of time for such performance. 13.3 32.2 If and whenever the Purchasers default Purchaser (or relevant member of the Purchaser's Group) defaults for any reason whatsoever in the performance of any obligation, commitment or undertaking undertaken Assurance given or expressed to be undertaken under given in or pursuant to this the terms of any Guaranteed Agreement or any other document referred to in it, the Purchasers’ Purchaser's Guarantor shall forthwith upon demand unconditionally perform (or procure performance of) and and/or satisfy (or procure the satisfaction of) the obligation, commitment or undertaking in regard to which such default has been made in the manner prescribed by this Agreement and the Transaction Documents relevant Assurance so that the same benefits shall be conferred on each of the Sellers Unilever Parents or the relevant one of them as would have been received if such obligation, commitment or undertaking Assurance had been duly performed and and/or satisfied by the Purchasers in accordance with Purchaser (or relevant member of the terms of this Agreement and the Transaction Documents (as applicablePurchaser's Group). 13.4 The Purchasers’ Guarantor shall be liable only to the same extent as the Purchasers would be liable under this Agreement and shall be entitled to assert any defences, limitations of liability, exclusions, set-offs and any other rights available to the Purchasers under this Agreement. The aggregate liability of the Purchasers’ Guarantor under Clause 13.1(A) shall in no event exceed the aggregate liability that the Purchasers would have to the Sellers under this Agreement. 13.5 32.3 This guarantee is to be a continuing guarantee and accordingly is to remain in force until all the obligations Assurances of the Purchasers Purchaser (in respect of itself and on behalf or relevant member of the Purchasers’ Purchaser's Group) referred to in Clause 32.1 above shall have been performed or and/or satisfied regardless of the legality, validity or enforceability of any provisions of this any Guaranteed Agreement or the Transaction Documents and notwithstanding the winding-winding up, liquidation, dissolution or other incapacity of the Purchasers Purchaser (or relevant member of the Purchaser's Group) or any change in the status, control or ownership of the PurchasersPurchaser (or relevant member of the Purchaser's Group). This guarantee is in addition to, to and without limiting and not in limitation of or substitution for, for any rights or security which either of the Sellers Unilever Parents may now or after the date of this Agreement hereafter have or hold for the performance and observance of the obligations, commitments and undertakings Assurance of the Purchasers under Purchaser (or relevant member of the Purchaser's Group) given in connection with this Agreement or pursuant to any other document referred to in itGuaranteed Agreement. 13.6 The Purchasers’ 32.4 As a separate and independent stipulation, the Purchaser's Guarantor agrees that any obligation, commitment or undertaking undertaken or Assurance expressed to be undertaken given by the Purchasers Purchaser or relevant member of the Purchaser's Group (including, without limitation, any monies moneys expressed to be payable under this in respect of any Guaranteed Agreement) which may not be enforceable against or recoverable from the Purchasers Purchaser (or relevant member of the Purchaser's Group) by reason of any legal limitation, disability or incapacity on or of the Purchasers relevant Purchaser or any fact or circumstance (other than any limitation imposed by this such Guaranteed Agreement) shall nevertheless be enforceable against and recoverable from the Purchasers’ Purchaser's Guarantor as though the same had been incurred by the Purchasers’ Purchaser's Guarantor and the Purchasers’ Purchaser's Guarantor were was the sole or principal obligor in respect thereof and and/or shall be performed or paid by the Purchasers’ Purchaser's Guarantor on demand. 32.5 All sums payable by the Purchaser's Guarantor to either of the Unilever Parents or to any member of the Unilever Group under this Clause 32 shall be paid free and clear of all deductions or withholdings whatsoever, save only as may be required by law, and the provisions of Clauses 33 shall apply mutatis mutandis to any payment made by the Purchaser's Guarantor as contemplated by this Agreement but with any modifications required to give effect to this Clause 32.5. 32.6 If any sum paid by the Purchasers' Guarantor to either of the Unilever Parents or to any member of the Unilever Group under this Clause 32 gives rise to a liability to Tax in the hands of the relevant Unilever Parent or any member of the Unilever Group in an amount which is greater than the liability to Tax that would have arisen in the hands of the relevant Unilever Parent if the Purchaser (or relevant member of the Purchaser's Group) had discharged in full the amount which has given rise to the payment by the Purchasers' Guarantor (the “Original Obligation”), then the Purchasers' Guarantor will pay to the relevant Unilever Parent or relevant member of the Unilever Group, in addition to its other obligations under this Clause, such amount as leaves the relevant Unilever Parent or relevant member of the Unilever Group in the same after Tax position as that in which it would have been if the relevant Purchaser had discharged the Original Obligation in full.

Purchaser’s Guarantee. 13.1 In consideration of the Sellers agreeing to sell the Target Shares on the terms set out in this Agreement, the 13.1.1 The Purchasers’ Guarantor unconditionally and irrevocably and unconditionally: (A) guarantees to the Sellers the due and punctual performance and observance by the Purchasers of each obligationall its obligations, commitment commitments, undertakings, warranties and undertaking indemnities under or pursuant to this Agreement or the Tax Deed of Covenant as appropriate (the “Purchasers’ Guaranteed Obligations”) to the extent of any limit on the liability of the Purchasers (on behalf of itself and/or any member of the Purchasers’ Group) contained in this Agreement or the Transaction Documents; andTax Deed of Covenant as appropriate. (B) agrees to indemnify the Sellers on an after-Tax basis in respect of any breach of 13.1.2 If and whenever the Purchasers (on behalf of themselves and/or any member of the Purchasers’ Group) of any of its obligations, commitments and undertakings contained in this Agreement or the Transaction Documents. 13.2 The liability of the Purchasers’ Guarantor contained in this Agreement and the Transaction Documents shall not be released or diminished by any variation of the terms of this Agreement or any Transaction Document (whether or not agreed by the Purchasers’ Guarantor) any forbearance, neglect or delay in seeking performance of the obligations hereby imposed or any granting of time for such performance. 13.3 If the Purchasers default defaults for any reason whatsoever in the performance of any obligation, commitment or undertaking undertaken or expressed to be undertaken under or pursuant to this Agreement or any other document referred to in itof 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 obligation, commitment or undertaking Purchasers’ Guaranteed Obligations in regard to which such default has been made in the manner prescribed by this Agreement and the Transaction Documents so that the same benefits shall be conferred on the Sellers as they would have been received if such obligation, commitment or undertaking the Purchasers’ Guaranteed Obligations had been duly performed and satisfied by the Purchasers in accordance with the terms of this Agreement and the Transaction Documents (as applicable)Purchasers. 13.4 The Purchasers’ Guarantor shall be liable only to the same extent as the Purchasers would be liable under this Agreement and shall be entitled to assert any defences, limitations of liability, exclusions, set-offs and any other rights available to the Purchasers under this Agreement. The aggregate liability of the Purchasers’ Guarantor under Clause 13.1(A) shall in no event exceed the aggregate liability that the Purchasers would have to the Sellers under this Agreement. 13.5 13.1.3 This guarantee is to be a continuing guarantee and accordingly is to remain in force until all the obligations of the Purchasers (in respect of itself and on behalf of the Purchasers’ Group) Guaranteed Obligations shall have been performed or satisfied regardless of the legality, validity or enforceability of any provisions of this Agreement or the Transaction Documents and notwithstanding the winding-up, liquidation, dissolution or other incapacity of the Purchasers or any change in the status, control or ownership of the Purchaserssatisfied. This guarantee is in addition to, to and without limiting prejudice to and not in substitution for, for any rights or security which the Sellers any Seller may now or after the date of this Agreement hereafter have or hold for the performance and observance of the obligations, commitments and undertakings of the Purchasers under or in connection with this Agreement or any other document referred to in itPurchasers’ Guaranteed Obligations. 13.6 The 13.1.4 As a separate and independent obligation the Purchasers’ Guarantor agrees that any obligation, commitment or undertaking undertaken or expressed to be undertaken by of the Purchasers Purchasers’ Guaranteed Obligations (including, without limitation, any monies expressed to be payable under this Agreementmoneys payable) which may not be enforceable against or recoverable from the Purchasers by reason of any legal limitation, disability or incapacity on or of the Purchasers or any other fact or circumstance 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 thereof and shall be performed or paid by the Purchasers’ Guarantor on demand. 13.1.5 The Liability of the Purchasers’ Guarantor under this Clause 13: (i) shall not be released or diminished by any variation of the Purchasers’ Guaranteed Obligations or any forbearance, neglect or delay in seeking performance of the Purchasers’ Guaranteed Obligations or any granting of time for such performance; and (ii) shall not be affected or impaired by reason of 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. 13.1 In consideration of the Sellers agreeing to sell the Target Shares on the terms set out in this Agreement, the Purchasers’ 25.1 The Purchaser’s Guarantor irrevocably unconditionally and unconditionallyirrevocably: (Aa) guarantees to the Sellers Seller the payment when due and punctual performance of each obligation, commitment and undertaking of all amounts payable by the Purchasers (on behalf of itself and/or Purchaser or any other member of the Purchasers’ Group) contained in this Agreement or the Transaction Documents; and (B) agrees to indemnify the Sellers on an after-Tax basis in respect of any breach of the Purchasers (on behalf of themselves and/or any member of the Purchasers’ Group) of any of its obligations, commitments and undertakings contained in this Agreement or the Transaction Documents. 13.2 The liability of the Purchasers’ Guarantor contained in this Agreement and the Transaction Documents shall not be released or diminished by any variation of the terms of this Agreement or any Transaction Document (whether or not agreed by the Purchasers’ Guarantor) any forbearance, neglect or delay in seeking performance of the obligations hereby imposed or any granting of time for such performance. 13.3 If the Purchasers default for any reason whatsoever in the performance of any obligation, commitment or undertaking undertaken or expressed to be undertaken Purchaser’s Group under or pursuant to this Agreement agreement and/or the other Transaction Documents; (b) undertakes to ensure that the Purchaser and any member of the Purchaser’s Group shall perform when due all of their respective obligations under or pursuant to this agreement and the other Transaction Documents; (c) agrees that if and each time that the Purchaser or any other document referred member of the Purchaser’s Group fails to in itmake any payment when it is due under or pursuant to this agreement or any other Transaction Document, the Purchasers’ Purchaser’s Guarantor shall forthwith upon on demand unconditionally perform (without requiring the Seller first to take steps against the Purchaser, any member of the Purchaser’s Group or procure performance ofany other person) pay that amount to the Seller as if it were the principal obligor in respect of that amount; and (d) agrees as principal debtor and satisfy primary obligor to indemnify the Seller against all Losses incurred by the Seller, or any other member of the Seller’s Group, flowing from any non-payment or default of any kind by the Purchaser or any other member of the Purchaser’s Group under or pursuant to this agreement or any other Transaction Document. 25.2 The Purchaser’s Guarantor’s obligations under this agreement shall not be affected by any matter or thing which but for this provision might operate to affect or prejudice those obligations, including: (a) any time or procure indulgence granted to, or composition with, the satisfaction ofPurchaser, or any member of the Purchaser’s Group or any other person; (b) the obligationtaking, commitment variation, renewal or undertaking in regard release of, or neglect to which such default has been made in perfect or enforce this agreement, any other Transaction Document or any right, guarantee, remedy or security from or against the manner prescribed by this Agreement and Purchaser, any member of the Transaction Documents so that the same benefits shall be conferred on the Sellers as would have been received if such obligation, commitment Purchaser’s Group or undertaking had been duly performed and satisfied by the Purchasers in accordance with any other person; (c) any variation or change to the terms of this Agreement agreement or any other Transaction Document; or (d) any unenforceability or invalidity of any obligation of the Purchaser or any other member of the Purchaser’s Group, so that this agreement shall be construed as if there were no such unenforceability or invalidity. 25.3 Until all amounts which may be or become payable under this agreement and the other Transaction Documents (as applicable). 13.4 The Purchasers’ have been irrevocably paid in full, the Purchaser’s Guarantor shall be liable only to the same extent not as the Purchasers would be liable a result of this agreement or any payment or performance under this Agreement and shall agreement be entitled subrogated to assert any defences, limitations right or security of liability, exclusionsthe Seller or claim or prove in competition with the Seller against the Purchaser or any other person or claim any right of contribution, set-offs and off or indemnity. 25.4 The Purchaser’s Guarantor shall not take or hold any security from the Purchaser or any other rights available to the Purchasers under this Agreement. The aggregate liability member of the Purchasers’ Guarantor under Clause 13.1(A) shall in no event exceed the aggregate liability that the Purchasers would have to the Sellers under this Agreement. 13.5 This guarantee is to be a continuing guarantee and accordingly is to remain in force until all the obligations of the Purchasers (Purchaser’s Group in respect of itself this clause 25 and on behalf of the Purchasers’ Group) shall have been performed or satisfied regardless of the legality, validity or enforceability of any provisions such security which is held in breach of this Agreement or provision shall be held by the Transaction Documents and notwithstanding the winding-up, liquidation, dissolution or other incapacity of the Purchasers or any change in the status, control or ownership of the Purchasers. This guarantee is in addition to, without limiting and not in substitution for, any rights or security which the Sellers may now or after the date of this Agreement have or hold Purchaser’s Guarantor on trust for the performance Seller. 25.5 The Purchaser’s Guarantor shall indemnify and observance of hold harmless the obligations, commitments Seller for all legal and undertakings of the Purchasers under other Losses suffered or incurred by it in connection with this Agreement or any other document referred to in it. 13.6 The Purchasers’ Guarantor agrees that any obligation, commitment or undertaking undertaken or expressed to be undertaken by the Purchasers (including, without limitation, any monies expressed to be payable enforcement of the Purchaser’s Guarantor’s obligations under this Agreement) which may not be enforceable against or recoverable from the Purchasers by reason of any legal limitation, disability or incapacity on or of the Purchasers or any fact or circumstance (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 thereof and shall be performed or paid by the Purchasers’ Guarantor on demandagreement.