Common use of Seller’s Guarantee Clause in Contracts

Seller’s Guarantee. 27.1 In consideration of the Purchasers entering this Agreement, the Sellers’ Parent, as primary obligor and not merely as surety, unconditionally and irrevocably guarantees to the Purchasers the proper and punctual performance of the obligations of the Sellers under this Agreement and the Transaction Documents, including the due and punctual payment of any sum which the Sellers (or any of them) are liable to pay (the Sellers’ Guaranteed Obligations) without condition, set off or counterclaim. 27.2 The liability of the Sellers’ Parent in respect of the Sellers’ Guaranteed Obligations shall not be affected by any act or omission or other circumstances which but for this clause might operate to impair, release or discharge such obligations, including (without limitation): (a) an extension of time for performance by the Sellers (or any of them) of their obligations under this Agreement or the Transaction Documents or any other amendment, waiver or release; (b) a defect in the Sellers’ Guaranteed Obligations such as to make them void, voidable or unenforceable against the Sellers (or any of them); (c) the change in constitution or control of the Sellers (or any of them); (d) the dissolution or the ceasing to exist (whether or not capable of reinstatement or reconstitution) of any Seller; or (e) the occurrence of an Insolvency Event in relation to any Seller. 27.3 This guarantee is a continuing guarantee and shall remain in force until all of the Sellers’ Guaranteed Obligations have been satisfied in full and, until the Sellers’ Guaranteed Obligations have been so satisfied, the Sellers’ Parent shall have no rights of subrogation or indemnity and shall not claim in competition with the Purchasers against the Sellers.

Seller’s Guarantee. 27.1 12.1 In consideration of the Purchasers entering entry of the Buyer into this Agreement, the Sellers’ Parent, Guarantor irrevocably and unconditionally as primary obligor undertakes and not merely as surety, unconditionally and irrevocably guarantees to the Purchasers Buyer on demand the proper performance by each Seller of all its obligations in respect of each Transaction Document, including the due and punctual payment of all sums now or subsequently payable by any Seller to the Buyer under any Transaction Document. 12.2 If a Seller defaults in the performance of the any obligations under any of the Sellers under this Agreement and the Transaction Documents, including the due and punctual payment of any sum which sums now or subsequently payable by a Seller to the Sellers (or any of them) are liable to pay (Buyer under this Agreement, the Sellers’ Guaranteed ObligationsGuarantor shall on demand perform (or procure the performance of) without conditionthat obligation, set off so that the same benefits shall be conferred on the Buyer as would have been received if the relevant Seller had duly performed that obligation and indemnify the Buyer on demand from and against all Losses suffered or counterclaimincurred by the Buyer as a result or in connection with any default by a Seller in the performance of its obligations. 27.2 12.3 The liability obligations and liabilities of the Sellers’ Parent Guarantor in respect of the Sellers’ Guaranteed Obligations shall not be affected by any act or omission or other circumstances this Clause 12 (Sellers guarantee ) are continuing obligations and liabilities which but for this clause might operate to impair, release or discharge such obligations, including (without limitation): (a) an extension of time for performance by the Sellers (or any of them) of their obligations under this Agreement or the Transaction Documents or any other amendment, waiver or release; (b) a defect in the Sellers’ Guaranteed Obligations such as to make them void, voidable or unenforceable against the Sellers (or any of them); (c) the change in constitution or control of the Sellers (or any of them); (d) the dissolution or the ceasing to exist (whether or not capable of reinstatement or reconstitution) of any Seller; or (e) the occurrence of an Insolvency Event in relation to any Seller. 27.3 This guarantee is a continuing guarantee and shall remain in force until all the obligations of the Sellers under the Transaction Documents have been performed. 12.4 The obligations of the Sellers’ Guaranteed Obligations have been satisfied in full and, until the Sellers’ Guaranteed Obligations have been so satisfied, the Sellers’ Parent shall have no rights of subrogation or indemnity and Guarantor under this Clause 12 (Sellers guarantee ) shall not claim in competition with the Purchasers against the Sellersbe affected by anything which, but for this Clause 12 (Sellers guarantee ), might operate to release or otherwise exonerate it from or affect its obligations. 12.5 The Buyer may make one or more demands under this Clause 12 (Sellers guarantee ).

Seller’s Guarantee. 27.1 22.1 In consideration of the Purchasers entering entry of the Buyers into this Agreementagreement, the Sellers’ Parent, Guarantor irrevocably and unconditionally as primary obligor undertakes and not merely as surety, unconditionally and irrevocably guarantees to the Purchasers Buyers on demand the proper performance by the Sellers and punctual performance all counterparties to any document to be executed in favour of, or with, the Buyers or a member of the obligations Group in connection with this agreement and relating to shares of any of the Sellers Companies, or intellectual property rights or the Properties (the “Obligors”) of all their obligations under this Agreement and agreement or the Transaction Documentsother documents to be executed in connection with it, including including, without limitation, the due and punctual payment of any sum all sums now or subsequently payable by the Obligors to the Buyers under this agreement or the other documents to be executed in connection with it. 22.2 The Guarantor shall indemnify the Buyers on demand against losses and expenses which the Sellers Buyers suffer by reason of a default by the Obligors in the performance of its obligations under this agreement or the other documents to be executed in connection with it and compensate the Buyers for all resulting loss and damage. 22.3 If an Obligor defaults in the performance of its obligations under this agreement or the other documents to be executed in connection with it, the Guarantor shall on demand perform (or any of themprocure the performance of) are liable to pay (that obligation, so that the Sellers’ Guaranteed Obligations) without condition, set off or counterclaimsame benefits shall be conferred on the Buyers as it would have received if the Obligor had duly performed that obligation. 27.2 22.4 The liability obligations and liabilities of the Sellers’ Parent Guarantor in respect this clause are continuing obligations and liabilities which shall remain in force until the obligations of the Sellers’ Guaranteed Obligations Obligors under this agreement and the other documents to be executed in connection with it have been performed. 22.5 The obligations of the Guarantor under this clause shall not be affected by anything which, but for this clause, might operate to release or otherwise exonerate it from or affect its obligations. In particular (but without limitation) none of the following shall affect the obligations of the Guarantor: 22.5.1 time, indulgence, waiver or consent given at any act time to an Obligor or omission another person; 22.5.2 a compromise or release of or abstention from perfecting or enforcing any rights or remedies against an Obligor or another person; 22.5.3 a legal limitation, disability, incapacity or other circumstances which but for relating to an Obligor or another person; 22.5.4 an amendment to or variation of the terms of this agreement or another document referred to in this agreement; 22.5.5 an irregularity, unenforceability or invalidity of the obligations of a party to this agreement; and 22.5.6 the dissolution, amalgamation, reconstruction or insolvency of an Obligor. 22.6 The obligations and liabilities contained in this clause might operate to impair, release may be enforced without the Buyers first taking any action against an Obligor. 22.7 The Buyers may make one or discharge such obligations, including (without limitation): (a) an extension of time for performance by the Sellers (or any of them) of their obligations more demands under this Agreement or the Transaction Documents or any other amendment, waiver or release; (b) a defect in the Sellers’ Guaranteed Obligations such as to make them void, voidable or unenforceable against the Sellers (or any of them); (c) the change in constitution or control of the Sellers (or any of them); (d) the dissolution or the ceasing to exist (whether or not capable of reinstatement or reconstitution) of any Seller; or (e) the occurrence of an Insolvency Event in relation to any Sellerclause. 27.3 This guarantee is a continuing guarantee and shall remain in force until all of the Sellers’ Guaranteed Obligations have been satisfied in full and, until the Sellers’ Guaranteed Obligations have been so satisfied, the Sellers’ Parent shall have no rights of subrogation or indemnity and shall not claim in competition with the Purchasers against the Sellers.

Seller’s Guarantee. 27.1 In consideration of the Purchasers entering this Agreement, the 15.1.1 The Sellers’ Parent, as primary obligor and not merely as surety, Guarantor unconditionally and irrevocably guarantees to the Purchasers the proper and punctual performance of the obligations of the Sellers under this Agreement and the Transaction Documents, including Purchaser the due and punctual payment performance and observance by the Sellers of all their obligations, commitments, undertakings, warranties and indemnities under or pursuant to this Agreement, the Tax Indemnity and any other agreement entered into pursuant to this Agreement (the “Sellers’ Guaranteed Obligations”) to the extent of any sum which limit on the liability of the Sellers (in this Agreement, the Tax Indemnity or any other agreement entered into pursuant to this Agreement. 15.1.2 If and whenever the Sellers default for any reason whatsoever in the performance of them) are liable to pay (any of the Sellers’ Guaranteed Obligations) without condition, set off or counterclaim. 27.2 The liability of the Sellers’ Parent Guarantor shall forthwith upon demand unconditionally perform (or procure performance of) and satisfy (or procure the satisfaction of) the Sellers’ Guaranteed Obligations in respect regard to which such default has been made in the manner prescribed by this Agreement, the Tax Indemnity and any agreement entered into pursuant to this Agreement and so that the same benefits shall be conferred on the Purchaser as it would have received if the Sellers’ Guaranteed Obligations had been duly performed and satisfied by the Sellers. 15.1.3 The Sellers’ Guarantor’s obligations under this Clause 15 are primary obligations and not those of a mere surety. 15.1.4 This guarantee is to be a continuing guarantee and accordingly is to remain in force until all the Sellers’ Guaranteed Obligations shall not be affected by any act have been performed or omission or other circumstances which but for this clause might operate to impair, release or discharge such obligations, including (without limitation): (a) an extension of time for performance by the Sellers (or any of them) of their obligations under this Agreement or the Transaction Documents or any other amendment, waiver or release; (b) a defect in the Sellers’ Guaranteed Obligations such as to make them void, voidable or unenforceable against the Sellers (or any of them); (c) the change in constitution or control of the Sellers (or any of them); (d) the dissolution or the ceasing to exist (whether or not capable of reinstatement or reconstitution) of any Seller; or (e) the occurrence of an Insolvency Event in relation to any Seller. 27.3 satisfied. This guarantee is a continuing guarantee in addition to and shall remain without prejudice to and not in force until all substitution for any rights or security which the Purchaser or any member of the Purchaser’s Group may now or hereafter have or hold for the performance and observance of the Sellers’ Guaranteed Obligations have been satisfied in full and, until the Sellers’ Guaranteed Obligations have been so satisfied, the Sellers’ Parent shall have no rights of subrogation or indemnity and shall not claim in competition with the Purchasers against the SellersObligations.