Common use of The Purchaser’s Guarantee Clause in Contracts

The Purchaser’s Guarantee. 13.2.1 In consideration of the Seller and each other Relevant Seller entering into this Agreement, the Purchaser unconditionally and irrevocably guarantees to the Seller (to the extent it is a beneficiary of an obligation of a Relevant Purchaser) and the other Relevant Sellers the due and punctual performance and observance by each of the Relevant Purchasers of all their obligations, commitments, undertakings, warranties and indemnities under or pursuant to this Agreement, any Local Transfer Document and the Tax Indemnity (the “Purchasers’ Guaranteed Obligations”) to the extent of any limit on the liability of the Purchaser and the other Relevant Purchasers under this Agreement, any Local Transfer Document and the Tax Indemnity and agree to indemnify the Seller and the other Relevant Sellers against all reasonable costs (including legal costs) which the Seller or the other Relevant Sellers may suffer or incur through or arising from the enforcement of this guarantee. 13.2.2 If and whenever any of the Relevant Purchasers defaults for any reason whatsoever in the performance of any of the Purchasers’ Guaranteed Obligations, the Purchaser shall forthwith upon demand unconditionally perform (or procure the performance of) and satisfy (or procure the satisfaction of) the Purchasers’ Guaranteed Obligations in regard to which such default has been made in the manner prescribed by this Agreement, any Local Transfer Document and the Tax Indemnity and so that the same benefits shall be conferred on the Seller and the other Relevant Sellers as they would have received if the Purchasers’ Guaranteed Obligations had been duly performed and satisfied by the Relevant Purchaser. The Purchaser hereby waives any rights which it may have to require the Seller and/or the other Relevant Sellers to proceed first against or claim payment from the Relevant Purchaser(s) to the intent that as between the Seller and/or other the Relevant Sellers and the Purchaser the latter shall be liable as principal debtor as if it has entered all undertakings, agreements and other obligations jointly and severally with the other Relevant Purchasers. 13.2.3 This guarantee is to be a continuing security and accordingly is to remain in force until all the Purchasers’ Guaranteed Obligations shall have been performed or satisfied and shall not be satisfied, discharged or affected by an intermediate payment or settlement of account by, or change in the constitution or control of, or the insolvency of or winding-up or analogous proceeding relating to, any Relevant Purchaser. This guarantee is in addition to and without prejudice to and not in substitution for any rights or security which the Seller and the other Relevant Sellers may now or hereafter have or hold for the performance and observance of the Purchasers’ Guaranteed Obligations. 13.2.4 As a separate and independent obligation, the Purchaser agrees that any of the Purchasers’ Guaranteed Obligations (including any monies payable) which may not be enforceable against or recoverable from any of the other Relevant Purchasers by reason of any legal limitation, disability or incapacity on or of any of the Relevant Purchasers or any other fact or circumstances (other than any limitation imposed by this Agreement or Local Transfer Document or the Tax Indemnity) shall nevertheless be enforceable against and recoverable from the Purchaser as though the same had been incurred by the Purchaser and the Purchaser were the sole or principal obligor in respect thereof and shall be performed or paid by the Purchaser on demand. 13.2.5 The liability of the Purchaser under this Clause 13.2: (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; (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; and (iii) shall not be affected by any arrangements which the Seller and/or any Relevant Seller(s) may make with the other Relevant Purchasers or with another person which (but for this Clause 13.2) might operate to diminish or discharge the liability of or otherwise provide a defence to a surety.

The Purchaser’s Guarantee. 13.2.1 In consideration of the Seller and each other Relevant Seller entering into this Agreement, the Purchaser 15.1.1 The Purchaser’s Guarantor unconditionally and irrevocably guarantees to the each Seller (to the extent it is a beneficiary of an obligation of a Relevant the Purchaser or any Purchaser’s Assignee) and the other Relevant Sellers the due and punctual performance and observance by each of the Relevant Purchasers Purchaser or any Purchaser’s Assignee of all their its obligations, commitments, undertakings, warranties and indemnities under or pursuant to this Agreement, any Local Transfer Document Agreement and the Tax Indemnity (the “Purchasers’ Purchaser’s Guaranteed Obligations”) to the extent of any limit on the liability of the Purchaser and the other Relevant Purchasers under this Agreement, any Local Transfer Document and the Tax Indemnity and agree to indemnify the Seller and the other Relevant Sellers against all reasonable costs (including legal costs) which the Seller or the other Relevant Sellers may suffer or incur through or arising from the enforcement of this guarantee). 13.2.2 15.1.2 If and whenever the Purchaser or any of the Relevant Purchasers Purchaser’s Assignee defaults for any reason whatsoever in the performance of any of the Purchasers’ Purchaser’s Guaranteed Obligations, the Purchaser Purchaser’s Guarantor shall forthwith upon demand unconditionally perform (or procure the performance of) and satisfy (or procure the satisfaction of) the Purchasers’ Purchaser’s Guaranteed Obligations in regard to which such default has been made in the manner prescribed by this Agreement, any Local Transfer Document Agreement and the Tax Indemnity and so that the same benefits shall be conferred on the each relevant Seller and the other Relevant Sellers as they it would have received if the Purchasers’ Purchaser’s Guaranteed Obligations had been duly performed and satisfied by the Relevant Purchaser or any Purchaser. The Purchaser hereby waives any rights which it may have to require the Seller and/or the other Relevant Sellers to proceed first against or claim payment from the Relevant Purchaser(s) to the intent that as between the Seller and/or other the Relevant Sellers and the Purchaser the latter shall be liable as principal debtor as if it has entered all undertakings, agreements and other obligations jointly and severally with the other Relevant Purchasers’s Assignee. 13.2.3 15.1.3 This guarantee is to be a continuing security guarantee and accordingly is to remain in force until all the Purchasers’ Purchaser’s Guaranteed Obligations shall have been performed or satisfied and shall not be satisfied, discharged or affected by an intermediate payment or settlement of account by, or change in the constitution or control of, or the insolvency of or winding-up or analogous proceeding relating to, any Relevant Purchaser. This guarantee is in addition to and without prejudice to and not in substitution for any rights or security which the any Seller and the other Relevant Sellers may now or hereafter have or hold for the performance and observance of the Purchasers’ Purchaser’s Guaranteed Obligations. 13.2.4 15.1.4 As a separate and independent obligation, obligation the Purchaser Purchaser’s Guarantor agrees that any of the Purchasers’ Purchaser’s Guaranteed Obligations (including any monies moneys payable) which may not be enforceable against or recoverable from the Purchaser or any of the other Relevant Purchasers Purchaser’s Assignee by reason of any legal limitation, disability or incapacity on or of the Purchaser or any of the Relevant Purchasers Purchaser’s Assignee or any other fact or circumstances (other than any limitation imposed by this Agreement or Local Transfer Document or the Tax Indemnity) shall nevertheless be enforceable against and recoverable from the Purchaser Purchaser’s Guarantor as though the same had been incurred by the Purchaser Purchaser’s Guarantor and the Purchaser Purchaser’s Guarantor were the sole or principal obligor in respect thereof and shall be performed or paid by the Purchaser Purchaser’s Guarantor on demand. 13.2.5 15.1.5 The liability of the Purchaser Purchaser’s Guarantor under this Clause 13.215.1: (i) shall not be released or diminished by any variation of the Purchasers’ Purchaser’s Guaranteed Obligations or any forbearance, neglect or delay in seeking performance of the Purchasers’ Purchaser’s 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; and (iii) shall not be affected by any arrangements which the Seller and/or any Relevant Seller(s) may make with the other Relevant Purchasers or with another person which (but for this Clause 13.2) might operate to diminish or discharge the liability of or otherwise provide a defence to a surety.

The Purchaser’s Guarantee. 13.2.1 In consideration of the Seller and each other Relevant Seller entering into this Agreement, the Purchaser 11.4.1 The Purchasers unconditionally and irrevocably guarantees guarantee to the Seller (to the extent it is a beneficiary of an obligation of a Relevant Purchaser) and the other Relevant Sellers the due and punctual performance and observance by each of the Relevant Purchasers of all their obligations, commitments, undertakings, warranties and indemnities under or pursuant to this Agreement, Agreement or any Local Transfer Document Documents and the Tax Indemnity Procedures (the “Purchasers’ Guaranteed Obligations”) to the extent of any limit on the liability of the Purchaser and the other Relevant Purchasers under this Agreement, any Local Transfer Document and the Tax Indemnity and agree to indemnify the Seller and the other Relevant Sellers against all reasonable costs (including legal costs) which the Seller or the other Relevant Sellers may suffer or incur through or arising from the enforcement of this guarantee"PURCHASERS' GUARANTEED OBLIGATIONS"). 13.2.2 11.4.2 If and whenever any of the Relevant Purchasers defaults for any reason whatsoever in the performance of any of the Purchasers’ ' Guaranteed Obligations, the Purchaser Purchasers shall forthwith upon demand unconditionally perform (or procure the performance of) and satisfy (or procure the satisfaction of) the Purchasers’ ' Guaranteed Obligations in with regard to which such default has been made in the manner prescribed by this Agreement, any Local Transfer Document and the Tax Indemnity Agreement and so that the same benefits shall be conferred on the Seller and the other Relevant Sellers as they would have received if the Purchasers’ ' Guaranteed Obligations had been duly performed and satisfied by the Relevant Purchaser. The Purchaser hereby waives any rights which it may have to require the Seller and/or the other Relevant Sellers to proceed first against or claim payment from the Relevant Purchaser(s) to the intent that as between the Seller and/or other the Relevant Sellers and the Purchaser the latter shall be liable as principal debtor as if it has entered all undertakings, agreements and other obligations jointly and severally with the other Relevant PurchasersSellers. 13.2.3 11.4.3 This guarantee is to be a continuing security guarantee and accordingly is to remain in force until all of the Purchasers’ ' Guaranteed Obligations shall have been performed or satisfied and shall not be satisfied, discharged or affected by an intermediate payment or settlement of account by, or change in the constitution or control of, or the insolvency of or winding-up or analogous proceeding relating to, any Relevant Purchaser. This guarantee is in addition to and without prejudice to and not in substitution for any rights or security security, which the Seller and the other Relevant Sellers may now or hereafter have or hold for the performance and observance of the Purchasers’ ' Guaranteed Obligations. 13.2.4 11.4.4 As a separate and independent obligation, stipulation the Purchaser agrees Purchasers agree that any of the Purchasers’ ' Guaranteed Obligations (including including, without limitation, any monies moneys payable) which may not be enforceable against or recoverable from any of the other Relevant Purchasers by reason of any legal limitation, disability or incapacity on or of any of the Relevant Purchasers or any other fact or circumstances (other than any limitation imposed by this Agreement or Local Transfer Document or the Tax IndemnityDocuments and Procedures) shall nevertheless be enforceable against and recoverable from the Purchaser Purchasers as though the same had been incurred by the Purchaser Purchasers and the Purchaser Purchasers were the sole or principal obligor in respect thereof and shall be performed or paid by the Purchaser Purchasers on demand. 13.2.5 The liability of the Purchaser under this Clause 13.2: (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; (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; and (iii) shall not be affected by any arrangements which the Seller and/or any Relevant Seller(s) may make with the other Relevant Purchasers or with another person which (but for this Clause 13.2) might operate to diminish or discharge the liability of or otherwise provide a defence to a surety.