Common use of Seller Guarantee Clause in Contracts

Seller Guarantee. Seller Guarantor does hereby covenant and agree that it shall cause Seller to comply with all of its obligations under this Agreement. In such regard, Seller Guarantor unconditionally and irrevocably guarantees and agrees to jointly and severally liable with the Seller for, the due and punctual performance of all obligations, covenants and indemnities of the Seller arising under this Agreement, upon the terms and subject to the conditions of this Agreement. The liability of Seller Guarantor under this section will be for the full amount of the obligations without apportionment, limitation or restriction of any kind, will be continuing, absolute and unconditional and will not be affected by any applicable law, or any other act, delay, abstention or omission to act of any kind by the Buyer or the Seller any other person, that might constitute a legal or equitable defence to or a discharge, limitation or reduction of Seller Guarantor's obligations under this section. The liability of Seller Guarantor under this section will not be released, discharged, limited or in any way affected by anything done, suffered, permitted or omitted to be done by the Seller or the Buyer in connection with any duties, obligations or liabilities of the Seller or Seller Guarantor or to the Buyer. The Buyer or Buyer Guarantor will not be bound or obligated to exhaust its recourse against the Seller or other persons or take any other action before being entitled to demand payment from Seller Guarantor hereunder.

Seller Guarantee. (a) WestRock hereby guarantees to the Buyer Indemnitees the payment in full of all amounts: (i) when due and owing by Seller Guarantor does hereby covenant and agree that it shall cause Seller to comply with all of its obligations under this Agreement. In such regardAgreement and any amendments thereto, Seller Guarantor unconditionally including Seller’s obligations to indemnify the Buyer Indemnitees in accordance with ARTICLE 8; and irrevocably guarantees and agrees to jointly and severally liable with the Seller for, the due and punctual performance of all obligations, covenants and indemnities of the Seller arising under this Agreement, upon the terms and subject to the conditions of this Agreement. The liability of Seller Guarantor under this section will be for the full amount of the obligations without apportionment, limitation or restriction of any kind, will be continuing, absolute and unconditional and will not be affected (ii) incurred by any applicable law, or any other act, delay, abstention or omission to act of any kind by the Buyer or the Seller any other person, that might constitute a legal or equitable defence to or a discharge, limitation or reduction of Seller Guarantor's obligations under this section. The liability of Seller Guarantor under this section will not be released, discharged, limited or in any way affected by anything done, suffered, permitted or omitted to be done by the Seller or the Buyer Indemnitee in connection with any dutiesLitigation initiated to enforce the provisions of this Section 9.2 to the extent that such Buyer Indemnitee is the prevailing party (collectively, the “Seller Obligations” and each, individually, a “Seller Obligation”). (b) WestRock covenants and agrees that if at any xxxx Xxxxxx defaults in the payment of any Seller Obligation, WestRock shall promptly, upon notice from any Buyer, pay, or cause the payment of, such Seller Obligation. (c) The obligations of WestRock under this Section 9.2 are absolute and unconditional, present and continuing, and shall not be affected, modified, impaired or liabilities prejudiced upon the happening from time to time of any one or more of the following events: (i) the extension of time for payment of any amounts due or of the time for performance of any of the Seller Obligations; (ii) the modification or amendment (whether material or otherwise) of any of the Seller Guarantor Obligations; (iii) the failure, omission, delay or lack on the part of any Buyer to enforce, ascertain or exercise any right, power or remedy under or pursuant to the Buyerterms of this Agreement or any other document contemplated by this Agreement; (iv) the fact that WestRock may at any time in the future dispose of all or any part of its interest in Seller; or (v) the bankruptcy, insolvency, winding up, dissolution, liquidation, administration, reorganization or other similar or dissimilar failure or financial disability of Seller. (d) WestRock irrevocably and absolutely waives any and all right of subrogation, contribution, indemnification, reimbursement or similar rights against Seller with respect to the guaranty provided in this Section 9.2, whether such rights arise under an express or implied Contract or by operation of Law, it being the intention of WestRock and Buyers that WestRock shall not be deemed to be a “creditor” (as defined in Section 101 of the U.S. Bankruptcy Code or any other applicable Law) of Seller by reason of the existence of this Agreement in the event that Seller becomes a debtor in any proceeding under the U.S. Bankruptcy Code or any other applicable Law. The Buyer or Buyer Guarantor In addition, WestRock will not be bound exercise any rights which it may acquire by way of subrogation under this guaranty by any payment made hereunder or obligated to exhaust its recourse against otherwise, until all of the Seller Obligations shall have indefeasibly been paid or other persons performed in full. If any amount shall be paid to WestRock on account of such subrogation rights at any time when all the Seller Obligations shall not have been indefeasibly paid or take any other action before being entitled performed in full, such amount shall be held in trust for the benefit of Buyers and shall forthwith be paid to demand payment from Seller Guarantor hereunderBuyers and applied to such liabilities and obligations, whether matured or unmatured.

Seller Guarantee. (a) Seller Guarantor does hereby covenant absolutely and agree that it shall cause unconditionally guarantees the timely performance and observance by Seller of all its obligations to comply be performed or observed under this Agreement, including (i) all of Seller’s indemnification obligations set forth in Section 9.01 as finally determined in accordance with all Section 9.03; and (ii) any money damages required to be paid by Seller arising from any breach by Seller of its obligations under this Agreement. In , in each case pursuant to the terms of this Agreement (such regardobligations, the “Seller Guaranteed Obligations”). (b) This guarantee is a continuing and irrevocable guaranty by Seller Guarantor unconditionally and irrevocably guarantees and agrees to jointly and severally liable with the Seller for, the due and punctual performance of all obligationsSeller Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Seller Guaranteed Obligations having been indefeasibly performed in full and paid in cash, covenants as applicable. Seller Guarantor hereby waives presentment, protest, notice, dishonor or default, demand for payment and indemnities any other notices to which Seller Guarantor might otherwise be entitled. (c) Seller Guarantor hereby agrees that Seller may, at any time and from time to time, and without notice to Seller Guarantor, make any agreement with any member of the Purchaser Group for the extension, renewal, payment, compromise, discharge or release of the Seller arising under this AgreementGuaranteed Obligations, upon or for any modification or amendment of the terms and subject thereof, all without in any way impairing, releasing, discharging or otherwise affecting the obligations of Seller Guarantor; provided that notwithstanding the foregoing the Seller Guaranteed Obligations shall be limited to the conditions same extent that Seller Guarantor’s liability is limited by the express terms of this Agreement. The liability obligations of Seller Guarantor under this section will be for the full amount hereunder are those of the obligations without apportionmentprimary obligor, limitation or restriction of any kindand not merely as surety, will be continuing, absolute and unconditional and will not be affected by any applicable law, or any other act, delay, abstention or omission to act of any kind by the Buyer or the Seller any other person, that might constitute a legal or equitable defence to or a discharge, limitation or reduction of Seller Guarantor's obligations under this section. The liability of Seller Guarantor under this section will not be released, discharged, limited or in any way affected by anything done, suffered, permitted or omitted to be done by the Seller or the Buyer in connection with any duties, obligations or liabilities are independent of the Seller or Seller Guarantor or to the Buyer. The Buyer or Buyer Guarantor will not be bound or obligated to exhaust its recourse against the Seller or other persons or take any other action before being entitled to demand payment from Seller Guarantor hereunderGuaranteed Obligations.

Seller Guarantee. (a) In consideration of the undertakings of Purchaser set out in this Agreement, Seller Guarantor does hereby covenant and agree that it shall cause Seller undertakes to comply with all of perform its obligations under this Agreement. In such regard, Section 4.14. (b) Seller Guarantor unconditionally hereby irrevocably and irrevocably guarantees unconditionally, subject to the terms and agrees conditions of this Section 4.14, guarantees, as primary obligor and not merely as a surety, to jointly Purchaser the due and severally liable punctual performance and payment in full of all obligations of Seller under this Agreement, as and when due and payable or required to be performed by Seller, in accordance with the terms and conditions hereof, but subject to the limitations, qualifications and other terms and conditions set forth in this Agreement (the “Seller for, Obligations”). If Seller shall default in the due and punctual performance of all obligationsany Seller Obligation, covenants including the full and indemnities timely payment of any amount due and payable pursuant to any Seller Obligation, Seller Guarantor will forthwith perform or cause to be performed such Seller Obligation and will forthwith make full payment of any amount due with respect thereto at its sole cost and expense. (c) Seller Guarantor acknowledges and agrees that the obligations of Seller Guarantor hereunder shall not be released or discharged, in whole or in part, or otherwise affected by: (i) the failure or delay of Purchaser to assert any claim or demand or to enforce any right or remedy against Seller or Seller Guarantor; (ii) any change in the time, place, satisfaction or manner of payment of any Seller Obligation or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of this Agreement, in each case made in accordance with the terms hereof; (iii) the addition, substitution or release of any Person now or hereafter liable for the Seller Obligations or otherwise interested in the transactions contemplated by this Agreement made in accordance with the terms hereof; (iv) any change in the corporate existence, structure or ownership of Seller or any other Person now or hereafter liable with respect to the Seller Obligations; (v) any insolvency, bankruptcy, reorganization or other similar proceeding (or by any consequences or effects thereof) affecting Seller or any other Person liable with respect to the Seller Obligations; (vi) any lack of legality, validity or enforceability of the Seller Obligations; (vii) the existence of any claim, set-off or other rights that Seller Guarantor may have at any time against Purchaser or Seller, whether in connection with the Seller Obligations or otherwise; or (viii) the adequacy of any other means Purchaser may have of obtaining repayment of the Seller Obligation. To the fullest extent permitted by Law, Seller Guarantor hereby waives any and all rights or defenses arising by reason of any Law which would otherwise require any election of remedies by Purchaser; provided that nothing herein shall constitute a waiver of any rights or defenses of Seller or Seller Guarantor under this Agreement, upon the terms and subject . (d) Notwithstanding anything to the conditions of contrary in this Agreement. The liability , the obligations of Seller Guarantor under the guarantee in this section will be for Section 4.14 shall expire seven (7) years from the full amount of the obligations without apportionmentClosing Date, limitation or restriction of any kind, will be continuing, absolute and unconditional and will not be affected by any applicable law, or any other act, delay, abstention or omission to act of any kind by the Buyer or the Seller any other person, that might constitute a legal or equitable defence to or a discharge, limitation or reduction of Seller Guarantor's ’s total aggregate Liability for payment obligations under this section. The liability of Seller Guarantor under this section will shall not be released, discharged, limited or in any way affected by anything done, suffered, permitted or omitted to be done by circumstances exceed the Seller or the Buyer in connection with any duties, obligations or liabilities of the Seller or Seller Guarantor or to the Buyer. The Buyer or Buyer Guarantor will not be bound or obligated to exhaust its recourse against the Seller or other persons or take any other action before being entitled to demand payment from Seller Guarantor hereunderBase Purchase Price.

Seller Guarantee. Seller Guarantor does hereby covenant and agree that it shall cause Seller (a) To induce the Purchaser to comply with all of its obligations under this Agreement. In such regard, Seller Guarantor unconditionally and irrevocably guarantees and agrees to jointly and severally liable with the Seller for, the due and punctual performance of all obligations, covenants and indemnities of the Seller arising under enter into this Agreement, upon the Parent (as primary obligor and not as surety only) irrevocably, absolutely and unconditionally: (i) guarantees to the Purchaser, on the terms and subject to the conditions of this Agreement. The liability Section 12.16 (this "Seller Guarantee"), the prompt performance of Seller Guarantor under this section will be for the full amount all obligations of the obligations without apportionmentSeller hereunder, limitation including all sums and liabilities which now are or restriction of any kind, will be continuing, absolute and unconditional and will not be affected by any applicable law, or at any other acttime shall be due, delay, abstention owing or omission to act of any kind incurred by the Buyer or Seller to the Seller any other person, that might constitute a legal or equitable defence to or a discharge, limitation or reduction Purchaser in respect of Seller Guarantorthe Seller's obligations under this section. Agreement (collectively, the "Seller's Guaranteed Obligations") strictly in accordance with their terms and regardless of any Requirements of Law affecting any such terms or the rights of the Purchaser with respect thereto; and (ii) undertakes that if any amount guaranteed by this Section 12.16 is not recoverable on the basis of a guarantee for any reason it will (as a separate and independent stipulation) pay the Purchaser on demand whatever amount or amounts shall equal what it would have been liable to pay but for such irrecoverability and shall indemnify the Purchaser against all Losses suffered or incurred by the Purchaser in connection with such irrecoverability. (b) The liability of Seller Guarantor under this section will not be releasedParent hereby waives any requirement that the Purchaser exhaust any right or take any action against, dischargedor provide notice to, limited or in any way affected by anything done, suffered, permitted or omitted to be done by the Seller or any other person or entity before proceeding hereunder. (c) This is a continuing guarantee and the Buyer Parent's undertakings under this Agreement shall remain in connection with full force and effect until final performance in full of its obligations under this Agreement notwithstanding any duties, obligations intermediate payment or liabilities performance or the invalidity or unenforceability in whole or in part of any of the Seller's Guaranteed Obligations or any other event. (d) This Seller or Seller Guarantor or to Guarantee and the Buyer. The Buyer or Buyer Guarantor will undertakings contained in this Section 12.16 shall be discharged by the full performance by the Parent of its obligations under this Agreement, but otherwise shall not be bound discharged or obligated affected by any act, omission, matter or thing that, but for this provision, might operate to exhaust its recourse release or otherwise exonerate the Parent from those obligations in whole or in part including: (i) the granting of time, or any waiver or other indulgence (including any extension, renewal, acceptance, forbearance or release in respect of any of the Seller's Guaranteed Obligations); (ii) the taking, variation, compromise, renewal or release of or refusal or neglect to perform or enforce any rights, remedies or securities against the Seller or other persons or take any other action before being Person; (iii) any modification, variation or addition to the terms of any of the Seller's Guaranteed Obligations or of any other document or security; (iv) any irregularity, defect or informality in the terms of any of the Seller's Guaranteed Obligations or any other document or security or any legal limitation, disability, incapacity or want of authority of any Person; (v) any transfer or assignment of any rights or obligations by any party, whether or not they relate to the Seller's Guaranteed Obligations; (vi) any corporate reorganization, reconstruction, amalgamation, dissolution, liquidation, merger, acquisition of or by or other alteration in the corporate existence or structure of any party, or the non-existence of the Seller; or (vii) any composition or similar arrangement by any party or any other Person. (e) Where any discharge (whether in respect of any of the Seller's Guaranteed Obligations or otherwise) is made in whole or in part or any arrangement is made on the faith of any payment, security or other disposition which is avoided or must be restored for any reason, the liability of the Parent under this Agreement shall continue as if the discharge or arrangement had not been made. (f) This Seller Guarantee is in addition to and is not in any way prejudiced by any other security now or in the future held by or on behalf of the Purchaser. (g) The Parent shall not by virtue of any payment or performance by it under the terms of this Agreement (except to the extent such rights would have been available to the Seller had it paid or performed directly): (i) be subrogated to any rights, security or monies held, received or receivable by the Purchaser or be entitled to assert against any Person owing any obligation to the Purchaser in connection with this Agreement any right of contribution or indemnity in respect of any payment made or monies received on account of the Parent's liability under this Agreement; or (ii) receive, claim or have the benefit of any payment, distribution or security from or on account of any Person owing any obligation to the Purchaser in connection with this Agreement, or exercise any right of set-off against such Person, and the Parent shall hold in trust for, and immediately on demand pay or transfer to, the Purchaser any payment from Seller Guarantor hereunderor distribution or benefit of security received by it contrary to this Section 12.16. (h) The Parent represents and warrants to the Purchaser as follows: (i) The Parent is a company incorporated under the laws of the State of Missouri and possesses the capacity to sxx and be sued in its own name and has the power to carry on its business and to own its property and other assets. (ii) The Parent has power to execute, deliver and perform its obligations under this Agreement and to carry out the transactions contemplated hereby, and all necessary corporate, shareholder and other action will have been taken to authorize the execution, delivery and performance of the same. (iii) The obligations of the Parent under this Agreement constitute its legal, valid and binding obligations and are in full force and effect in accordance with their terms. (iv) The execution, delivery and performance by the Parent of this Agreement does not and will not: (x) contravene any Requirements of Law of any court or Governmental Body having jurisdiction over the Parent; (y) conflict with, or result in any breach of any of the terms of, or constitute a default under, any agreement or other instrument to which the Parent is a party or any license or other authorization to which the Parent is subject or by which the Parent or any of its property is bound; or (z) contravene or conflict with the provisions of the Parent's organizational documents.

Seller Guarantee. (a) Each Seller Guarantor does hereby covenant jointly and agree that it shall cause Seller to comply with all of its obligations under this Agreement. In such regardseverally, Seller Guarantor absolutely, unconditionally and irrevocably guarantees to Buyer (i) the full, complete and agrees timely payment, subject to jointly the terms and severally liable with the conditions hereof, by Seller forof each and every payment obligation of Seller, without any set off, restriction, condition or deduction for or on account of any counterclaim; and (ii) the due and punctual performance and observance by Seller of all of Seller’s obligations, covenants commitments and indemnities of undertakings hereunder. If Seller shall default for any reason whatsoever on any such payment or performance obligations, then the Seller arising under this Agreement, Guarantors shall unconditionally perform or cause to be performed and satisfy or cause to be satisfied the performance or payment obligations immediately upon notice from Buyer specifying the default so that the same benefits shall be conferred on Buyer as would have been received if such performance or payment obligations had been duly performed and satisfied by Seller. Buyer shall not be required to initiate legal proceedings against Seller or any other Person prior to or contemporaneously with proceeding against either or both Seller Guarantors. Subject to the terms and subject conditions hereof, each Seller Guarantor waives (1) any and all legal and equitable defenses available to the conditions a guarantor (other than payment in full by Seller) and (2) promptness, diligence, presentment, demand of payment, protest, order and any notices hereunder, including any notice of any amendment of this AgreementAgreement or waiver or other similar action granted pursuant to this Agreement and any notice of acceptance. The liability guarantee set forth in this Section 9.15 shall be deemed a continuing guarantee and shall remain in full force and effect until the satisfaction in full of all payment and performance obligations of Seller hereunder, notwithstanding the winding-up, liquidation, dissolution, merger or other incapacity or other restructuring of Seller or any change in the status, control or ownership of Seller. The guarantee set forth in this Section 9.15 is a primary guarantee of payment and not just of collection. (b) Each Seller Guarantor under this section will agrees that any performance or payment obligations expressed to be for the full amount of the obligations without apportionment, limitation undertaken by Seller that may not be enforceable against or restriction recoverable from Seller by reason of any kind, will be continuing, absolute and unconditional and will not be affected by any applicable law, legal disability or incapacity on or of Buyer or any fact or circumstance (other act, delay, abstention or omission to act of than any kind by the Buyer or the Seller any other person, that might constitute a legal or equitable defence to or a discharge, limitation or reduction of Seller Guarantor's obligations under this section. The liability of imposed hereunder) shall nevertheless be enforceable against and recoverable from each Seller Guarantor under this section will not be released, discharged, limited or in any way affected by anything done, suffered, permitted or omitted to be done as though the same had been incurred by the Seller or the Buyer in connection with any duties, obligations or liabilities of Guarantor and the Seller Guarantor was the sole or principal obligors in respect thereof and shall be performed or paid by the Seller Guarantor or to the Buyer. The Buyer or Buyer Guarantor will not be bound or obligated to exhaust its recourse against the Seller or other persons or take any other action before being entitled to demand payment from Seller Guarantor hereunderon demand.

Seller Guarantee. (a) Seller Guarantor does hereby covenant irrevocably and agree that it shall cause unconditionally guarantees to Buyer the prompt and full discharge by Seller to comply with of all of its covenants, agreements, obligations and liabilities under this AgreementAgreement and the other Transaction Documents, including the due and punctual payment of all amounts which are or may become due and payable by Seller hereunder when and as the same shall become due and payable (collectively, the “Seller Obligations”), in accordance with the terms thereof. In such regard, Seller Guarantor unconditionally and irrevocably guarantees acknowledges and agrees that, with respect to jointly all Seller Obligations to pay money, such guaranty shall be a guaranty of payment and severally liable with performance and not of collection and shall not be conditioned or contingent upon the pursuit of any claim or remedies against Seller. If Seller for, shall default in the due and punctual performance of all obligationsany Seller Obligation, covenants including the full and indemnities timely payment of any amount due and payable pursuant to any Seller Obligation, Seller Guarantor will forthwith perform or cause to be performed such Seller Obligation and will forthwith make full payment of any amount due with respect thereto at its sole cost and expense. (b) Seller Guarantor’s obligations hereunder shall remain in full force and effect until the Seller Obligations shall have been performed in full. If at any time any performance or payment by any Person of any Seller Obligation is rescinded or must be otherwise restored or returned, whether upon the insolvency, bankruptcy or reorganization of Seller or otherwise, Seller Guarantor’s obligations hereunder with respect to such Seller Obligation shall be reinstated at such time as though such Seller Obligation had become due and had not been performed. Seller Guarantor acknowledges and agrees that its obligations under this Section 9.15 shall continue and not be reduced, discharged, in whole or in part, or otherwise affected by (i) the failure or delay on the part of Seller to assert any claim or demand or to enforce any right or remedy against Buyer; (ii) any change in the time, place or manner of payment or performance of any of the Seller arising under this AgreementObligations or any rescission, upon waiver, compromise, consolidation or other amendment or modification of any of the terms and subject or provisions of this Agreement (other than this Section 9.15, as applicable); (iii) any change in the corporate existence, structure or ownership of Seller; (iv) the existence of any claim, set-off or other right which Seller Guarantor may have at any time against Seller or any of the Subsidiaries, whether in connection with the Seller Obligations or otherwise; (v) the adequacy of any means Seller may have of obtaining payment or performance related to the conditions Seller Obligations; (vi) the value, genuineness, regularity, illegality or enforceability of this Agreement. The Agreement or any Transaction Document; (vii) any waiver, amendment or modification of this Agreement or any Transaction Document, in each case, in accordance with the terms hereof or thereof; (viii) the addition, substitution or release of any Person now or hereafter liable with respect to the Seller Obligations or otherwise interested in the transactions contemplated by this Agreement or any Transaction Document; (ix) the lack of authority of any officer, director or any other person acting or purporting to act on behalf of Seller, or any defect in the formation of Seller; (x) any change in the applicable Law of any jurisdiction; (xi) any present or future action of any Governmental Entity amending, varying, reducing or otherwise affecting or purporting to amend, vary, reduce or otherwise affect, any portion of the Seller Obligations; (xii) any of the administration, insolvency, bankruptcy, liquidation or cessation of business of Seller or Buyer; (xiii) any invalidity, illegality, unenforceability, irregularity or frustration in any respect of any of the liabilities or obligations referred to in this Section 9.15; or (xiv) any other act, omission, event or circumstances which, but for this provision, might operate to prejudice, affect or otherwise affect the liability of Seller Guarantor under this section will Section 9.15. (c) With respect to its obligations hereunder, Seller Guarantor expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, all defenses which may be for the full amount of the obligations without apportionment, limitation or restriction available by virtue of any kindvaluation, will be continuingstay, absolute and unconditional and will not be affected by any applicable law, or any other act, delay, abstention or omission to act of any kind by the Buyer or the Seller any other person, that might constitute a legal or equitable defence to or a discharge, limitation or reduction of Seller Guarantor's obligations under this section. The liability of Seller Guarantor under this section will not be released, discharged, limited or in any way affected by anything done, suffered, permitted or omitted to be done by the Seller or the Buyer in connection with any duties, obligations or liabilities of the Seller or Seller Guarantor or to the Buyer. The Buyer or Buyer Guarantor will not be bound or obligated to exhaust its recourse against the Seller moratorium law or other persons similar applicable Law now or take hereafter in effect, any other action before being entitled right to demand payment from Seller Guarantor hereunderrequire the marshalling of assets of Seller, and all suretyship defenses generally.

Seller Guarantee. Seller Guarantor does hereby covenant and agree that it shall cause Seller to comply with all of its obligations under this Agreement. In such regard, Seller Guarantor unconditionally and irrevocably guarantees and agrees to jointly and severally liable with the Seller for, the due and punctual performance of all obligations, covenants and indemnities of the Seller arising under this Agreement, upon (a) On the terms and subject to the conditions set forth in this ‎Article 10, the Seller Guarantor absolutely, irrevocably and unconditionally guarantees, as primary obligor and not merely as surety, on a joint and several basis, the full, complete and timely payment and performance by Sellers of all of the Sellers’ obligations under this AgreementAgreement and the Transaction Documents, whether for the payment of money, the giving of indemnification, the performance of obligations or otherwise, whether such obligations currently exist or are created, incurred or arise from time to time hereafter (collectively, the “Seller Guarantee”). The liability liabilities and obligations guaranteed by the Seller Guarantee are collectively referred to herein as the “Seller Guaranteed Obligations”. The Seller Guarantee constitutes a guarantee of payment and performance and not of collection. (b) A demand for payment or an action to enforce the Seller Guarantee may be made, brought or prosecuted, as applicable, against the Seller Guarantor upon any failure by Sellers to pay or perform any Seller Guaranteed Obligation when due for payment or performance. The Seller Guarantor hereby agrees to pay or perform, or cause to be paid or performed, such Seller Guaranteed Obligation, within five (5) Business Days after the Purchaser has made a written demand for payment against the Seller Guarantor and as soon as practicable after the Purchaser has made a written demand for performance against the Seller Guarantor, in each case with respect to such Seller Guaranteed Obligation. All payments made by the Seller Guarantor hereunder shall be made without set-off or counterclaim and without any deduction or withholding for any reason. (c) The Parties undertake to consider in good faith prior to the Closing Date whether and to which extent the Seller Guarantor should receive a consideration for its role as Seller Guarantor under this section will be the Seller Guarantee; provided that (i) the Sellers acknowledge that the Purchaser is under no obligation to consent to the payment of such a consideration, and (ii) the Parties acknowledge that the payment of any such consideration shall not result in any additional cost for the full amount of the obligations without apportionment, limitation or restriction of any kind, will be continuing, absolute and unconditional and will not be affected by any applicable law, or any other act, delay, abstention or omission to act of any kind by the Buyer or the Seller any other person, that might constitute a legal or equitable defence to or a discharge, limitation or reduction of Seller Guarantor's obligations under this section. The liability of Seller Guarantor under this section will not be released, discharged, limited or in any way affected by anything done, suffered, permitted or omitted to be done by the Seller or the Buyer in connection with any duties, obligations or liabilities of the Seller or Seller Guarantor or to the Buyer. The Buyer or Buyer Guarantor will not be bound or obligated to exhaust its recourse against the Seller or other persons or take any other action before being entitled to demand payment from Seller Guarantor hereunderPurchaser.

Seller Guarantee. 21.1 In consideration of the Purchasers agreeing to purchase the Shares from the Sellers on the terms set out in this Agreement and the Share Purchase Documents, the Seller Guarantor does hereby covenant and agree that it shall cause Seller to comply with all of its obligations under this Agreement. In such regard, Seller Guarantor unconditionally and irrevocably guarantees and agrees to jointly and severally liable with the Seller for, Purchasers the due and punctual performance and observance by the Sellers and/or any member of the Retained Group of all of their obligations, covenants commitments and indemnities undertakings under or pursuant to this Agreement and the Share Purchase Documents (including its liabilities to pay any monies under this Agreement and/or the Share Purchase Documents which shall include, for the avoidance of doubt, any obligations on the part of any member of the Seller arising Retained Group to make any payments in its capacity as insurer under the Tail Insurance) and agrees to indemnify the Purchasers and any of the Purchasers’ Indemnified Persons in respect of any breach by the Sellers or any member of the Retained Group of any of their obligations, commitments and undertakings under or pursuant to this Agreement, upon Agreement and the terms and subject to the conditions of this AgreementShare Purchase Documents. The liability of the Seller Guarantor under this section will Agreement and the Share Purchase Documents shall not be for released or diminished by any variation of the full amount terms of this Agreement or any other Share Purchase Document (whether or not agreed by the Seller Guarantor), any forbearance, neglect or delay in seeking performance of the obligations without apportionment, limitation hereby imposed or restriction any granting of time for such performance. 21.2 If and whenever any Seller or any member of the Retained Group defaults for any reason whatsoever in the performance of any kindobligation, will commitment or undertaking undertaken or expressed to be continuing, absolute and unconditional and will not be affected by any applicable law, undertaken under or pursuant to this Agreement or any other actShare Purchase Document, delaythe Seller Guarantor shall forthwith upon demand unconditionally perform (or procure performance of) and satisfy (or procure satisfaction of) the obligation, abstention commitment or omission undertaking in regard to act which such default has been made in the manner prescribed by this Agreement or any of the Share Purchase Documents or any other document referred to in it or them and so that the same benefits shall be conferred on the Purchasers as would have been received if such obligation, commitment or undertaking had been duly performed and satisfied by the Sellers or the relevant member of the Retained Group. 21.3 This guarantee is to be a continuing guarantee and, accordingly, is to remain in force until all of the obligations of the Sellers and/or the members of the Retained Group under this Agreement and/or any of the Share Purchase Documents shall have been performed or satisfied, regardless of the legality, validity or enforceability of any kind provisions of this Agreement or any of the Share Purchase Documents and notwithstanding the winding-up, liquidation, dissolution or other incapacity of any Seller or member of the Retained Group or any change in the status, control or ownership of any Seller or member of the Retained Group. The Purchasers may make claims and demands of the Seller Guarantor without limit in number. This guarantee is in addition to, without limiting and not in substitution for, any rights or security which the Purchasers 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 Sellers under or in connection with this Agreement or any other Share Purchase Document. 21.4 As a separate and independent stipulation, the Seller Guarantor agrees that any obligation, commitment or undertaking expressed to be undertaken by the Buyer Sellers or any member of the Retained Group (including, without limitation, any monies expressed to be payable under this Agreement) which may not be enforceable against or recoverable from the Sellers or such member of the Retained Group by reason of any legal limitation, disability or incapacity on or of the Purchasers or any other fact or circumstance (including any other fact or circumstance whereby but for this provision the Seller any other person, that Guarantor would or might constitute a legal or equitable defence to or a discharge, limitation or reduction of Seller Guarantor's obligations be discharged from liability under this section. The liability of clause 21) (other than any limitation imposed by this Agreement or other Share Purchase Document) shall nevertheless be enforceable against and recoverable from the Seller Guarantor under this section will not be released, discharged, limited or in any way affected by anything done, suffered, permitted or omitted to be done as though the same had been incurred by the Seller or the Buyer in connection with any duties, obligations or liabilities of Guarantor and the Seller Guarantor were the sole or principal obligor in respect thereof and shall be performed or paid by the Seller Guarantor or to the Buyer. The Buyer or Buyer Guarantor will not be bound or obligated to exhaust its recourse against the Seller or other persons or take any other action before being entitled to demand payment from Seller Guarantor hereunderon demand.

Seller Guarantee. Each Seller Guarantor does Guarantor, severally (and not jointly and severally) on a pro rata basis based on its indirect membership interests in Seller as of the date hereof, hereby covenant absolutely, unconditionally and agree irrevocably guarantees to Buyer the due, full and punctual payment of all indemnification obligations of Seller under Article IX (the “Seller Guaranteed Obligations”), subject to the terms and conditions hereunder. If, for any reason whatsoever, Seller shall fail or be unable to duly, punctually and fully pay the Seller Guaranteed Obligations, the Seller Guarantors will forthwith pay and cause to be paid in lawful currency of the United States the Seller Guaranteed Obligations. The guaranty set forth in this Section 10.21 will remain in full force and effect, and will be binding upon the Seller Guarantors, until all of the Seller Guaranteed Obligations have been satisfied. Each Seller Guarantor, severally (and not jointly and severally), hereby represents and warrants to Buyer that (a) it shall cause Seller has all requisite corporate power and authority to comply with all execute and deliver this Agreement and perform its obligations under this Section 10.21; (b) the execution and delivery of this Agreement and performance of its obligations under this Agreement. In Section 10.21 (i) have been duly and validly authorized by all necessary action on the part of such regard, Seller Guarantor unconditionally and irrevocably guarantees (ii) do not violate, conflict with or result in default (whether after the giving of notice, lapse of time or both) under, any law, regulation or rule, or any order of, or any restriction imposed by, any court or other Governmental Entity applicable to such Seller Guarantor, (c) this Agreement constitutes a valid and agrees to jointly and severally liable with legally binding obligation of such Seller Guarantor, enforceable against the Seller forGuarantor in accordance with its terms and conditions, subject to the due Bankruptcy and punctual performance of all obligations, covenants Equity Exception and indemnities of (d) such Seller Guarantor has the Seller arising requisite capacity to pay and perform its obligations under this Agreement, upon the terms and subject to the conditions of this Agreement. The liability of all funds necessary for such Seller Guarantor under this section will be for the full amount of the obligations without apportionment, limitation or restriction of any kind, will be continuing, absolute and unconditional and will not be affected by any applicable law, or any other act, delay, abstention or omission to act of any kind by the Buyer or the Seller any other person, that might constitute a legal or equitable defence to or a discharge, limitation or reduction of Seller Guarantor's fulfill its obligations under this sectionAgreement shall be available to such Seller Guarantor until the Seller Guaranteed Obligations have been satisfied in full. Page 58 of 82 Page 59 of 82 Page 60 of 82 Page 61 of 82 Page 62 of 82 This Joinder Agreement (the “Joinder Agreement”), dated as of [ ], is made by and among Macquarie Utilities Holdings, GP (the “MIP Seller”), bcIMC (College) US Infra Inc. (“bcIMC College”), bcIMC (Teachers) US Infra Inc. (“bcIMC Teachers”), bcIMC (WorkSafe) US Infra Inc. (“bcIMC Worksafe”), bcIMC (Public Service) US Infra Inc. (“bcIMC Public Service”), bcIMC (Municipal) US Infra Inc. (“bcIMC Municipal”), bcIMC (WSAF) US Infra Inc. (“bcIMC WSAF”) (collectively the, “bcIMC Sellers”), Eversource Energy (the “Buyer”), Macquarie Infrastructure Partners International, L.P., Macquarie Infrastructure Partners A, L.P. and Macquarie Infrastructure Partners Canada L.P. (collectively, the “MIP Seller Guarantors”) and [bcIMC Seller Guarantor] (the “bcIMC Seller Guarantor”)1. The liability of MIP Seller, the MIP Seller Guarantors, Buyer, the bcIMC Sellers and the bcIMC Seller Guarantor under this section will shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not be released, discharged, limited or otherwise defined herein have the meanings ascribed to such terms in any way affected by anything done, suffered, permitted or omitted to be done by the Seller or the Buyer in connection with any duties, obligations or liabilities of the Seller or Seller Guarantor or to the Buyer. The Buyer or Buyer Guarantor will not be bound or obligated to exhaust its recourse against the Seller or other persons or take any other action before being entitled to demand payment from Seller Guarantor hereunderPurchase Agreement (as defined below).

Seller Guarantee. Seller Guarantor does All of the Seller’s obligations hereunder are hereby covenant guaranteed by LSB. LSB hereby acknowledges and agree agrees that it shall cause the Seller to comply with all of its the Seller’s obligations under this Agreement. In Agreement (“Seller Guaranteed Obligations”), and in the event the Seller fails to comply with any such regardobligations, Seller Guarantor unconditionally and irrevocably guarantees and agrees it shall intervene to jointly and severally liable perform, or cause to be performed, such obligations in accordance with the Seller for, the due and punctual performance of all obligations, covenants and indemnities of the Seller arising under this Agreement, upon the terms and subject to the conditions of this Agreement. The liability This is an unconditional guarantee of payment and not of collectability. LSB agrees that, for so long as the Seller Guarantor under is an affiliate of LSB, the Purchaser and the Seller may at any time and from time to time, without notice to LSB or LSB’s further consent, extend the term of this section will be Agreement and make any agreement with the Seller or any Person liable with respect to any of the Seller Guaranteed Obligations hereunder for the full amount extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Purchaser and the Seller or any such other Person without in any way impairing or affecting any of its Seller Guaranteed Obligations hereunder. LSB agrees that its obligations without apportionmenthereunder shall not be released or discharged, limitation in whole or restriction in part, or otherwise affected by (a) the failure of any of the Purchaser Related Parties to assert any claim or demand or to enforce any right or remedy against the Seller or any other Person liable with respect to any of the Seller Guaranteed Obligations; (b) any change in the time, place or manner of payment of any Seller Guaranteed Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Agreement or any other agreement evidencing, securing or otherwise executed in connection with any of the Seller Guaranteed Obligations; (c) any change in the corporate existence, structure or ownership of the Seller or any other Person liable with respect to any of the Seller Guaranteed Obligations; (d) any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Seller or any other Person liable with respect to any of the Seller Guaranteed Obligations; (e) the existence of any right of set-off which LSB may have at any time against the Purchaser Related Parties, whether in connection with any Seller Guaranteed Obligations or otherwise; or (f) the adequacy of any other means the Purchaser may have of obtaining payment of any Seller Guaranteed Obligations. To the fullest extent permitted by Law, LSB hereby expressly waives any and all rights or defenses arising by reason of any Law which would otherwise require any election of remedies by any of the Purchaser Related Parties. LSB waives promptness, diligence, notice of the acceptance of this guarantee and of any Seller Guaranteed Obligation, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of the incurrence of any Seller Guaranteed Obligations and all other notices of any kind, will all defenses which may be continuingavailable by virtue of any valuation, absolute and unconditional and will not be affected by stay, moratorium law or other similar law now or hereafter in effect, any applicable law, right to require the marshalling of assets of the Purchaser or any other act, delay, abstention or omission Person liable with respect to act of any kind the Seller Guaranteed Obligations and all suretyship defenses generally. LSB acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Buyer or Agreement and that the Seller any other person, that might constitute a legal or equitable defence to or a discharge, limitation or reduction waivers set forth in this guarantee are knowingly made in contemplation of Seller Guarantor's obligations under this section. The liability of Seller Guarantor under this section will not be released, discharged, limited or in any way affected by anything done, suffered, permitted or omitted to be done by the Seller or the Buyer in connection with any duties, obligations or liabilities of the Seller or Seller Guarantor or to the Buyer. The Buyer or Buyer Guarantor will not be bound or obligated to exhaust its recourse against the Seller or other persons or take any other action before being entitled to demand payment from Seller Guarantor hereundersuch benefits.

Seller Guarantee. Seller Guarantor does hereby covenant and agree that it shall cause Seller to comply with all 10.1 In consideration of its obligations under the Buyer entering into this Agreement. In such regard, and subject to clause 10.6, the Seller Guarantor unconditionally and irrevocably guarantees and agrees to jointly and severally liable with the Seller for, Buyer the due and punctual performance of all obligations, covenants the obligations and indemnities liabilities of the Seller under or otherwise arising under out of or in connection with this AgreementAgreement (as any of such obligations and liabilities may from time to time be varied, upon extended, increased or replaced). 10.2 If any obligation or liability of the terms and Seller expressed to be the subject of the guarantee contained in this clause 10 is not or ceases to be valid or enforceable against the Seller (in whole or in part) on any ground whatsoever (including, but not limited to, any defect in or want of powers of the Seller or irregular exercise of such powers, or any lack of authority on the part of any person purporting to act on behalf of the Seller, or any legal or other limitation, disability or incapacity, or any change in the constitution of, or any amalgamation or reconstruction of the Seller, or the Seller taking steps to enter into or entering into bankruptcy, liquidation, administration or insolvency, or any other step being taken by any person with a view to any of those things), the Seller Guarantor shall nevertheless be liable to the conditions Buyer in respect of this Agreement. that purported obligation or liability as if the same were fully valid and enforceable and the Seller Guarantor were the principal debtor in respect thereof. 10.3 The liability of the Seller Guarantor under this section will clause 10 shall not be for the full amount discharged or affected in any way by: (a) any variation, extension, increase, renewal, determination, release or replacement of any of the obligations without apportionmentShare Purchase Documents, limitation whether or restriction not made with the consent or knowledge of the Seller Guarantor; or (b) the Buyer granting any kindtime, will be continuingindulgence, absolute and unconditional and will not be affected by any applicable lawconcession, relief, discharge or release to the Seller or any other actperson. 10.4 Subject to clause 10.6, delay, abstention or omission to act of any kind by the Buyer or the Seller any other person, that might constitute a legal or equitable defence to or a discharge, limitation or reduction of Seller Guarantor's obligations under this section. The liability of Seller Guarantor under this section will shall not be released, discharged, limited obliged to take any steps to enforce any rights or in any way affected by anything done, suffered, permitted or omitted to be done by the Seller or the Buyer in connection with any duties, obligations or liabilities of the Seller or Seller Guarantor or to the Buyer. The Buyer or Buyer Guarantor will not be bound or obligated to exhaust its recourse remedy against the Seller or other persons or take any other action person before being entitled enforcing the guarantee contained in this clause 10. 10.5 Until the full and final discharge of all obligations and liabilities (both actual and contingent) which are the subject of this guarantee, the Seller Guarantor: (a) waives all of its rights of subrogation, reimbursement and indemnity against the Seller and agrees not to demand or accept any security from the Seller in respect of any such rights and not to prove in competition with the Buyer in the bankruptcy, liquidation or insolvency of the Seller; and (b) agrees that it will not claim or enforce payment from (whether directly or by set-off, counterclaim or otherwise) of any amount which may be or has become due to the Seller Guarantor hereunderby the Seller in respect of the obligations hereby guaranteed if and so long as the Seller is in default under this Agreement. 10.6 Notwithstanding any other provisions of this clause 10, the Buyer may not make any claim against the Seller Guarantor in respect of any obligation or liability the subject of the guarantee contained in this clause 10 unless the Buyer has first requested the Seller to perform or discharge the relevant obligation or liability and the Seller has failed to do so by second Business Day following such a request. 10.7 The Seller Guarantor warrants that it has the right, power and authority and has taken all action necessary to execute and deliver, and to exercise its rights and perform its obligations under, this Agreement and the Agreement constitutes legal, valid and binding obligations of it enforceable in accordance with its terms.

Seller Guarantee. Each Seller Guarantor does Guarantor, severally (and not jointly and severally) on a pro rata basis based on its indirect membership interests in Seller as of the date hereof, hereby covenant absolutely, unconditionally and agree irrevocably guarantees to Buyer the due, full and punctual payment of all indemnification obligations of Seller under Article IX (the “Seller Guaranteed Obligations”), subject to the terms and conditions hereunder. If, for any reason whatsoever, Seller shall fail or be unable to duly, punctually and fully pay the Seller Guaranteed Obligations, the Seller Guarantors will forthwith pay and cause to be paid in lawful currency of the United States the Seller Guaranteed Obligations. The guaranty set forth in this Section 10.21 will remain in full force and effect, and will be binding upon the Seller Guarantors, until all of the Seller Guaranteed Obligations have been satisfied. Each Seller Guarantor, severally (and not jointly and severally), hereby represents and warrants to Buyer that (a) it shall cause Seller has all requisite corporate power and authority to comply with all execute and deliver this Agreement and perform its obligations under this Section 10.21; (b) the execution and delivery of this Agreement and performance of its obligations under this Agreement. In Section 10.21 (i) have been duly and validly authorized by all necessary action on the part of such regard, Seller Guarantor unconditionally and irrevocably guarantees (ii) do not violate, conflict with or result in default (whether after the giving of notice, lapse of time or both) under, any law, regulation or rule, or any order of, or any restriction imposed by, any court or other Governmental Entity applicable to such Seller Guarantor, (c) this Agreement constitutes a valid and agrees to jointly and severally liable with legally binding obligation of such Seller Guarantor, enforceable against the Seller forGuarantor in accordance with its terms and conditions, subject to the due Bankruptcy and punctual performance of all obligations, covenants Equity Exception and indemnities of (d) such Seller Guarantor has the Seller arising requisite capacity to pay and perform its obligations under this Agreement, upon the terms and subject to the conditions of this Agreement. The liability of all funds necessary for such Seller Guarantor under this section will be for the full amount of the obligations without apportionment, limitation or restriction of any kind, will be continuing, absolute and unconditional and will not be affected by any applicable law, or any other act, delay, abstention or omission to act of any kind by the Buyer or the Seller any other person, that might constitute a legal or equitable defence to or a discharge, limitation or reduction of Seller Guarantor's fulfill its obligations under this section. The liability of Agreement shall be available to such Seller Guarantor under this section will not be released, discharged, limited or in any way affected by anything done, suffered, permitted or omitted to be done by until the Seller or the Buyer Guaranteed Obligations have been satisfied in connection with any duties, obligations or liabilities of the Seller or Seller Guarantor or to the Buyer. The Buyer or Buyer Guarantor will not be bound or obligated to exhaust its recourse against the Seller or other persons or take any other action before being entitled to demand payment from Seller Guarantor hereunderfull.

Seller Guarantee. Seller Guarantor does hereby covenant and agree that it shall cause Seller to comply with all (a) In consideration of its obligations under Purchaser entering into this Agreement. In such regard, Seller Guarantor hereby unconditionally and irrevocably guarantees and agrees to jointly and severally liable with the Seller forPurchaser as a continuing obligation, the due proper and punctual performance by Seller of all obligationsSeller’s obligations under or pursuant to ARTICLE 2 and ARTICLE 5 (to the extent such obligations arise on or following Closing) and Section 8.1 hereof this Agreement and the agreements, covenants instruments, certificates and indemnities other documents delivered by the Seller in connection with such obligations and the consummation of the Transactions (the “Seller arising Guaranteed Obligations”). (b) Seller Guarantor’s liability under this AgreementAgreement shall not be discharged or impaired by: (i) any amendment to or variation of any provision of this Agreement or any provision of any other agreement instrument, upon certificate or other document containing any Seller Guaranteed Obligation, or any waiver of or departure from the terms thereof, or any assignment of it or any part thereof provided, however, that from and subject after the date (if any) that Seller Guarantor gives Purchaser notice that Seller has ceased to be a Subsidiary, directly or indirectly, of Seller Guarantor, any such amendment, variation, waiver, departure or assignment shall require the consent of Seller Guarantor; (ii) any release of, or granting of time or other indulgence to, Seller or any other Person, or the existence or validity of any security taken in relation to any agreement containing any Seller Guaranteed Obligation or any enforcement of or failure to enforce or the release of any such security; (iii) any winding up, dissolution, reconstruction, arrangement or reorganization, legal limitation, incapacity or lack of corporate power or authority or other circumstances of, or any change in the Governing Documents or corporate identity or loss of corporate identity by, Seller or by Seller Guarantor (including, with respect to the conditions Seller Guarantor, the “surviving company” as such term is referred to in the Agreement and Plan of this Agreement. The liability of Seller Guarantor under this section will be for Merger in connection with the full amount of the obligations without apportionment, limitation ALLTEL Merger) or restriction of any kind, will be continuing, absolute and unconditional and will not be affected other Person (or any act taken by Purchaser in relation to any applicable law, or such event); or (iv) any other act, delay, abstention event or omission whatsoever (whether or not known to act of the Parties) which would or might (but for this subclause (iv)): (A) operate to impair or discharge Seller Guarantor’s liability under this Section 8.14 or any kind by the Buyer or the Seller any other person, that might constitute a legal or equitable defence to or a discharge, limitation or reduction obligation of Seller Guarantor's obligations under this section. The liability of Seller Guarantor under this section will not be released, discharged, limited or in any way affected by anything done, suffered, permitted or omitted (B) to be done by the Seller or the Buyer in connection with any duties, obligations or liabilities of the Seller or afford Seller Guarantor or to Seller any defense at Law or in equity. (c) The parties acknowledge and agree that the Buyer. The Buyer or Buyer Guarantor will provisions of this Section 8.14 constitute an integral part of the obligations hereunder and that Purchaser would not be bound or obligated to exhaust its recourse against have entered into this Agreement absent the Seller or other persons or take any other action before being entitled to demand payment from Seller Guarantor hereunderprovisions of this Section 8.14.

Seller Guarantee. 14.1 In consideration of the entry of the Buyer into this Agreement, the Seller Guarantor does hereby covenant irrevocably and agree that it shall cause unconditionally as primary obligor undertakes and guarantees to the Buyer on demand the performance by the Seller of all its obligations in respect of this Agreement, including the due and punctual payment of all sums now or subsequently payable by the Seller to comply with all the Buyer under this Agreement. 14.2 If the Seller defaults in the performance of its any obligations under this Agreement. In such regard, Seller Guarantor unconditionally and irrevocably guarantees and agrees to jointly and severally liable with the Seller for, including the due and punctual performance payment of all obligations, covenants and indemnities of any sums now or subsequently payable by the Seller arising to the Buyer under this Agreement, upon the terms Seller Guarantor shall on demand perform (or procure the performance of) that obligation, so that the same benefits shall be conferred on the Buyer as would have been received if the Seller had duly performed that obligation and subject to indemnify the conditions Buyer on demand from and against all Losses suffered or incurred by the Buyer as a result or in connection with any such default by Seller in the performance of its obligations. 14.3 The obligations and liabilities of the Seller Guarantor in this Agreement. Clause 14 are continuing obligations and liabilities which shall remain in force until all the obligations of the Seller under this Agreement have been performed. 14.4 The liability obligations of the Seller Guarantor under this section will be for the full amount of the obligations without apportionment, limitation or restriction of any kind, will be continuing, absolute and unconditional and will Clause 14 shall not be affected by any applicable lawanything which, but for this Clause 14, might operate to release or any other act, delay, abstention otherwise exonerate it from or omission to act of any kind by affect its obligations. 14.5 The obligations and liabilities contained in this Clause 14 may be enforced without the Buyer first taking any action against the Seller. 14.6 The Buyer may make one or the more demands under this Clause 14. 14.7 The Seller any other person, shall ensure that might constitute a legal it maintains sufficient assets so as to satisfy its actual or equitable defence to or a discharge, limitation or reduction of Seller Guarantor's potential obligations under this section. The liability the Deed of Seller Guarantor under this section will not be released, discharged, limited or in any way affected by anything done, suffered, permitted or omitted to be done by the Seller or the Buyer in connection with any duties, obligations or liabilities of the Seller or Seller Guarantor or to the Buyer. The Buyer or Buyer Guarantor will not be bound or obligated to exhaust its recourse against the Seller or other persons or take any other action before being entitled to demand payment from Seller Guarantor hereunderIndemnity.