Common use of VIP GUARANTEE Clause in Contracts

VIP GUARANTEE. 26.1 The VIP Guarantor unconditionally and irrevocably: (a) guarantees to each other party the payment when due of all amounts payable by VIP under or pursuant to this deed; (b) undertakes to ensure that VIP will perform when due all its obligations under or pursuant to this deed; (c) agrees that if and each time that VIP fails to make any payment when it is due under or pursuant to this deed, the VIP Guarantor must on demand (without requiring any party first to take steps against VIP or any other person) pay that amount as if it were the principal obligor in respect of that amount; and (d) agrees as principal debtor and primary obligor to indemnify each other party against all Loss sustained by it flowing from any non-payment or default of any kind by VIP under or pursuant to this deed. 26.2 The VIP Guarantor’s obligations under this clause 26 will not be affected by any matter or thing which but for this provision might operate to affect or prejudice those obligations, including without limitation: (a) any time or indulgence granted to, or composition with, VIP or any other person; (b) the taking, variation, renewal or release of, or neglect to perfect or enforce this deed, or any right, guarantee, remedy or security from or against VIP or any other person; (c) any variation or change to the terms of this deed; or (d) any unenforceability or invalidity of any obligation of VIP, so that this deed shall be construed as if there were no such unenforceability or invalidity. 26.3 Until all amounts which may be or become payable under this deed have been irrevocably paid in full, the VIP Guarantor shall not as a result of this deed or any payment or performance under this deed be subrogated to any right or security of any party or claim or prove in competition with any party against VIP or any other person or claim any right of contribution, set-off or indemnity. 26.4 The VIP Guarantor will not take or hold any security from VIP in respect of this deed and any such security which is held in breach of this provision will be held by the VIP Guarantor in trust for each other party. 26.5 The VIP Guarantor shall indemnify each other party against any Loss arising as a result of or in connection with the enforcement of the VIP Guarantor’s obligations under this deed. 26.6 The VIP Guarantor warrants to each other party that: (a) it is a corporation validly existing under the laws of the place of its incorporation; (b) it has the power to execute and deliver, and to perform its obligations under, this deed and it has taken all necessary corporate action to authorise such execution and delivery and the performance of such obligations; (c) its obligations under this deed are legal, valid, binding and enforceable in accordance with their terms; (d) the execution and delivery by it of this deed and the performance of its obligations under it does not and will not conflict with or constitute a default under any provision of: (i) any agreement or instrument to which it is a party; (ii) its constitution (if any); or (iii) any law, order, judgment, award, injunction, decree, rule or regulation by which it is bound; and (e) no Insolvency Event has occurred in relation to it.

VIP GUARANTEE. 26.1 25.1 The VIP Guarantor unconditionally and irrevocably: (a) guarantees to each other party HET the payment when due of all amounts payable by VIP to HET under or pursuant to this deedagreement; (b) undertakes to ensure that VIP will perform when due all its obligations under or pursuant to this deedagreement; (c) agrees that if and each time that VIP fails to make any payment to HET when it is due under or pursuant to this deedagreement, the VIP Guarantor must on demand (without requiring any party HET first to take steps against VIP or any other person) pay that amount to HET as if it were the principal obligor in respect of that amount; and (d) agrees as principal debtor and primary obligor to indemnify each other party HET against all Loss Losses sustained by it flowing from any non-payment or default of any kind by VIP under or pursuant to this deedagreement. 26.2 25.2 The VIP Guarantor’s obligations under this clause 26 25 will not be affected by any matter or thing which but for this provision might operate to affect or prejudice those obligations, including without limitation: (a) any time or indulgence granted to, or composition with, VIP or any other person; (b) the taking, variation, renewal or release of, or neglect to perfect or enforce this deedagreement, or any right, guarantee, remedy or security from or against VIP or any other person; (c) any variation or change to the terms of this deedagreement; or (d) any unenforceability or invalidity of any obligation of VIP, so that this deed agreement shall be construed as if there were no such unenforceability or invalidity. 26.3 (a) Until all amounts which may be or become payable under this deed agreement have been irrevocably paid in full, the VIP Guarantor shall not as a result of this deed agreement or any payment or performance under this deed agreement be subrogated to any right or security of any party HET or claim or prove in competition with any party HET against VIP or any other person or claim any right of contribution, set-off or indemnity. 26.4 (b) The VIP Guarantor will not take or hold any security from VIP or VIP LuxCo in respect of this deed agreement and any such security which is held in breach of this provision will be held by the VIP Guarantor in trust for each other partyHET. 26.5 25.4 The VIP Guarantor shall indemnify each other party HET against any reasonable Loss arising as a result of or in connection with the enforcement of the VIP Guarantor’s obligations under this deedagreement. 26.6 The VIP Guarantor warrants to each other party that: (a) it is a corporation validly existing under the laws of the place of its incorporation; (b) it has the power to execute and deliver, and to perform its obligations under, this deed and it has taken all necessary corporate action to authorise such execution and delivery and the performance of such obligations; (c) its obligations under this deed are legal, valid, binding and enforceable in accordance with their terms; (d) the execution and delivery by it of this deed and the performance of its obligations under it does not and will not conflict with or constitute a default under any provision of: (i) any agreement or instrument to which it is a party; (ii) its constitution (if any); or (iii) any law, order, judgment, award, injunction, decree, rule or regulation by which it is bound; and (e) no Insolvency Event has occurred in relation to it.

VIP GUARANTEE. 26.1 19.1 The VIP Guarantor unconditionally and irrevocably: (a) guarantees to each other party the payment when due of all amounts payable by VIP under or pursuant to this deed; (b) undertakes to ensure that VIP will perform when due all its obligations under or pursuant to this deed; (c) agrees that if and each time that VIP fails to make any payment when it is due under or pursuant to this deed, the VIP Guarantor must on demand (without requiring any party first to take steps against VIP or any other person) pay that amount as if it were the principal obligor in respect of that amount; and (d) agrees as principal debtor and primary obligor to indemnify each other party against all Loss sustained by it flowing from any non-payment or default of any kind by VIP under or pursuant to this deed. 26.2 19.2 The VIP Guarantor’s obligations under this clause 26 19 will not be affected by any matter or thing which but for this provision might operate to affect or prejudice those obligations, including without limitation: (a) any time or indulgence granted to, or composition with, VIP or any other person; (b) the taking, variation, renewal or release of, or neglect to perfect or enforce this deed, or any right, guarantee, remedy or security from or against VIP or any other person; (c) any variation or change to the terms of this deed; or (d) any unenforceability or invalidity of any obligation of VIP, so that this deed shall be construed as if there were no such unenforceability or invalidity. 26.3 19.3 Until all amounts which may be or become payable under this deed have been irrevocably paid in full, the VIP Guarantor shall not as a result of this deed or any payment or performance under this deed be subrogated to any right or security of any party or claim or prove in competition with any party against VIP or any other person or claim any right of contribution, set-off or indemnity. 26.4 19.4 The VIP Guarantor will not take or hold any security from VIP in respect of this deed and any such security which is held in breach of this provision will be held by the VIP Guarantor in trust for each other party. 26.5 19.5 The VIP Guarantor shall indemnify each other party against any Loss arising as a result of or in connection with the enforcement of the VIP Guarantor’s obligations under this deed. 26.6 19.6 The VIP Guarantor warrants to each other party that: (a) it is a corporation validly existing under the laws of the place of its incorporation; (b) it has the power to execute and deliver, and to perform its obligations under, this deed and it has taken all necessary corporate action to authorise such execution and delivery and the performance of such obligations; (c) its obligations under this deed are legal, valid, binding and enforceable in accordance with their terms; (d) the execution and delivery by it of this deed and the performance of its obligations under it does not and will not conflict with or constitute a default under any provision of: (i) any agreement or instrument to which it is a party; (ii) its constitution (if any); or (iii) any law, order, judgment, award, injunction, decree, rule or regulation by which it is bound; and (e) no Insolvency Event has occurred in relation to it.