VENDORS' GUARANTEE Clause Samples
VENDORS' GUARANTEE. 7.1.1 Each of the Vendors jointly and severally guarantees and represents to the Purchaser that :
(a) the consolidated net asset value of the Group as at the Completion Date as shown in the audited Completion Accounts to be prepared in accordance with CLAUSE 8 ("AUDITED COMPLETION NAV") shall not be less than RMB6 million ("TARGET COMPLETION NAV");
(b) the audited net profit after tax of the Group for the Guaranteed First Half Year of the Guaranteed First Year ("AUDITED FIRST HALF YEAR PAT OF FIRST YEAR") shall be not less than RMB7.05 million ("TARGET FIRST HALF YEAR PAT OF FIRST YEAR");
VENDORS' GUARANTEE. 8.10.1 The Vendor guarantees unconditionally and irrevocably the due and punctual observance and performance by the Company of all the agreements, obligations, commitments and undertakings contained in this Agreement and the other Transactions Documents (the "Guaranteed Obligations").
8.10.2 Without prejudice to the Purchaser's rights against the Company, as between the Purchaser and the Vendor, the Vendor shall be liable under Clause 8.10.1 as if it were the sole principal debtor and not merely a surety, and the liability of the Vendor under Clause 8.10.1 shall not be released, discharged or diminished by any amendment, variation, compounding, compromise or release of the Guaranteed Obligations or any forbearance, neglect or delay in enforcing or seeking performance of the Guaranteed Obligations or any granting of time for such performance, indulgence or other relief to the Company in respect of such performance.
8.10.3 The guarantee provided by the Vendor in this Clause 8.10 is to be a continuing guarantee and accordingly is to remain in force until all Guaranteed Obligations shall have been performed or satisfied. This guarantee shall cover all Guaranteed Obligations notwithstanding the liquidation, insolvency, dissolution, incapacity or any change in the constitution of the Company until the last claim whatsoever against the Company has been satisfied in full.
8.10.4 Should any Guaranteed Obligation which, if valid or enforceable, would be the subject of the guarantee in this Clause 8.10, be or become wholly or in part invalid or unenforceable against the Company by reason of any defect in or insufficiency or want of powers or authorisation of the Company or irregular or improper purported exercise thereof or breach or want of authority by any person purporting to act on behalf of the Company or because any of the rights have become barred by reason of any legal limitation (save for any statutory limitation period), disability, incapacity or any other fact or circumstance whether or not known to the Company, the Vendor shall nevertheless be liable to the Purchaser notwithstanding the avoidance or invalidity of any term or condition of this Agreement whatsoever (including, without limitation, avoidance under any enactment relating to liquidation) in respect of that Guaranteed Obligation as if the same were wholly valid and enforceable.
8.10.5 The Purchaser shall not be obliged before exercising any of the rights, powers or remedies conferred upon them b...
VENDORS' GUARANTEE