Third party guarantees Clause Samples

Third party guarantees. (a) In this Subclause, a "GUARANTEE" includes a guarantee, an indemnity, counter-indemnity or other assurance against loss but excludes, for the avoidance of doubt, any warranty or indemnity commonly included in a share sale and purchase agreement or asset disposal agreement entering into on normal commercial terms (other than one related to Financial Indebtedness). (b) Except as provided below, no member of the Group may incur or allow to be outstanding any guarantee in respect of any person. (c) Paragraph (b) does not apply to: (i) any guarantee arising under the Finance Documents; (ii) any guarantee arising under the Hive-Down Agreements; (iii) any guarantee comprising a netting or set-off arrangement entered into by a member of the Group in favour of an Approved Bank in the ordinary course of its banking arrangements for the purposes of netting debit and credit balances; (iv) the endorsement of negotiable instruments in the ordinary course of trade; (v) performance bonds guaranteeing performance by a member of the Group under any contract entered into in the ordinary course of business; (vi) any indemnity given to a director of a member of the Group; (vii) guarantees in respect of any Financial Indebtedness of any member of the Group which is allowed under this Agreement; or (viii) guarantees where the aggregate amount so guaranteed by all members of the Group at any time does not exceed L5,000,000 or its equivalent. (d) The Company shall procure that within one month of Closing there is delivered to the Facility Agent in form and substance satisfactory to it a schedule of all guarantees of the type referred to in paragraph (c) above outstanding at Closing which evidences that the amount referred to in paragraph (c)(viii) above was not exceeded at Closing and to the extent that this amount was exceeded the Parties agree to discuss in good faith with a view to determining whether an increase in the amount referred to in paragraph (c) (viii) above acceptable to the Finance Parties might be agreed.

Third party guarantees. No Obligor (other than Holdco) shall (and the Obligors shall ensure that no other member of the Group will) incur or allow to remain outstanding any guarantee in respect of any obligation of any person. This restriction does not apply to the following (in each case a Permitted Guarantee): 22.12.1 any guarantee arising under the Finance Documents; 22.12.2 performance bonds guaranteeing performance by an Obligor under any contract (not being in respect of Financial Indebtedness) entered into in the ordinary course of trade; 22.12.3 guarantees by Obligors in respect of the Permitted Financial Indebtedness of other Obligors; 22.12.4 any guarantee comprising a netting or set-off arrangement entered into by a member of the Group with an Approved Bank in the ordinary course of its banking arrangements for the purposes of netting debit and credit balances of that member of the Group or of other members of the Group with that Approved Bank, provided that such arrangement does not permit credit balances of Obligors to be netted with debit balances of members of the Group that are not Obligors; 22.12.5 any guarantee given by a person acquired by a member of the Group after the Signature Date which is incurred under arrangements in existence at the date of acquisition, but not incurred or increased or its maturity date extended in contemplation of, or since, that acquisition, and outstanding only for a period of 3 months following the date of acquisition; 22.12.6 any guarantee required to be given to any municipality, utility provider or other supplier of goods or services, and made by a member of the Group in the regular and ordinary course of business under which the aggregate liability (actual or contingent) of members of the Group does not at any time exceed R10,000,000; 22.12.7 any guarantee given to a landlord or financial institution in respect of premises occupied by a member of the Group for the rental obligations of a member of the Group, where the lease agreement and the guarantee are entered into in the ordinary course of trading and on arm’s length terms; 22.12.8 guarantees not otherwise permitted by this Clause above, under which the aggregate liability (actual or contingent) of members of the Group does not at any time exceed R10,000,000; 22.12.9 any guarantees referred to in paragraph 8 of Schedule 10 (Disclosure Schedule) as at the Signature Date; or 22.12.10 any guarantee expressly permitted in writing by the Facility Agent, provided that the aggrega...

Third party guarantees. The Borrower will not, and will not permit any of its Subsidiaries to, deliver or provide Guarantees in respect of obligations of unconsolidated joint ventures or other Persons not constituting Subsidiaries in an aggregate amount exceeding $75,000,000 at any time.

Third party guarantees. The Borrower shall not incur or allow to remain outstanding any guarantee in respect of any obligation of any person. This restriction does not apply to guarantees entered into with the express prior consent of the Lender.

Third party guarantees. No Obligor shall, and will ensure that no other member of the Group shall, without the prior consent of the Majority Lenders, grant any guarantee, bond, indemnity, counter-indemnity or similar instrument in respect of any material obligation of a person other than a member of the Group, save for: (a) on the terms of the Finance Documents; or (b) any guarantee related to the purchase or supply of goods and/or services by such Obligor or a member of the Group or a consortium or a group of companies of which such Obligor or a member of the Group is a party, which guarantee is given in the ordinary course of business.

Third party guarantees. Except as disclosed in the Company Disclosure Letter, none of the Company nor any of its Subsidiaries has given or agreed to give, or is a party to or bound by, any guarantee, surety or indemnity in respect of indebtedness, or other obligations, of any Person other than the Company or any of its wholly-owned Subsidiaries, or any other commitment by which the Company or any of its Subsidiaries is or is contingently responsible for such indebtedness or other obligations.

Third party guarantees. No Obligor will, and each Obligor will procure that none of its Subsidiaries will, incur or permit to be outstanding any guarantee, indemnity or other assurance against loss on the part of any person of a type referred to in paragraph (i) of the definition of "

Third party guarantees. The Corporation is not a party to or bound by any agreement or guarantee, indemnification, assumption or endorsement or any other like commitment of the obligations, liabilities (contingent or otherwise) or indebtedness of any Person.

Third party guarantees. (a) In this Subclause, a guarantee includes an indemnity or other assurance against loss. (b) Subject to Clause 17.6 (Financial Indebtedness), the Company must not incur or allow to be outstanding any guarantee by it in respect of any person.