Extent of guarantee and indemnity Sample Clauses
The 'Extent of guarantee and indemnity' clause defines the scope and limitations of the guarantor's and indemnifier's obligations under an agreement. It typically outlines whether the guarantee covers all present and future obligations, if it is limited to specific debts, and whether it applies to interest, costs, or other liabilities. For example, the clause may specify that the guarantor is responsible for any shortfall if the primary debtor defaults, regardless of changes to the underlying agreement. Its core function is to clearly delineate the boundaries of financial responsibility, thereby reducing ambiguity and potential disputes between parties.
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Extent of guarantee and indemnity. The liability of the Buyer’s Guarantor under this clause 20 is not affected by anything that, but for this clause 20, might operate to release or exonerate the Buyer’s Guarantor in whole or in part from its obligations including any of the following, whether with or without the consent of the Buyer’s Guarantor:
(a) the grant to a Buyer Entity, the Buyer’s Guarantor or any other person of any time, waiver or other indulgence, or the discharge or release of a Buyer Entity, the Buyer’s Guarantor or any other person from any liability or obligation;
(b) any transaction or arrangement that may take place between the Seller, a Buyer Entity, the Buyer’s Guarantor or any other person;
(c) the Seller exercising or refraining from exercising its rights under any security or any other rights, powers or remedies against a Buyer Entity, the Buyer’s Guarantor or any other person;
(d) the amendment, replacement, extinguishment, unenforceability, failure, loss, release, discharge, abandonment or transfer either in whole or in part and either with or without consideration, of any security now or in the future held by the Seller from a Buyer Entity, the Buyer’s Guarantor or any other person or by the taking of or failure to take any security;
(e) the failure or omission or any delay by the Seller, a Target Entity or a Buyer Entity to give notice to the Buyer’s Guarantor of any default by a Buyer Entity, Target Entity or any other person under this agreement, the Transitional Services Agreement or the VSM Deed; and
(f) any legal limitation, disability, incapacity or other circumstances related to a Buyer Entity, the Buyer’s Guarantor or any other person.
Extent of guarantee and indemnity. The liability of the Seller’s Guarantor under this clause 16 is not affected by anything that, but for this clause 16, might operate to release or exonerate the Seller’s Guarantor in whole or in part from its obligations including any of the following, whether with or without the consent of the Seller’s Guarantor:
(a) the grant to the Seller or any Other Person of any time, waiver or other indulgence, or the discharge or release of the Seller, or any Other Person from any liability or obligation;
(b) any transaction or arrangement that may take place between the Buyer, the Seller, or any Other Person;
(c) the Buyer exercising or refraining from exercising its rights under any security or any other rights, powers or remedies against the Seller or any Other Person;
(d) the amendment, replacement, extinguishment, unenforceability, failure, loss, release, discharge, abandonment or transfer either in whole or in part and either with or without consideration, of any security now or in the future held by the Buyer from the Seller, or any Other Person or by the taking of or failure to take any security;
(e) the failure or omission or any delay by the Buyer or the Seller to give notice to the Seller’s Guarantor of any default by the Seller or any other person under this agreement; and
(f) any legal limitation, disability, incapacity or other circumstances related to the Seller, or any Other Person.
Extent of guarantee and indemnity. Each of the guarantee in clause 1.3 (“Guarantee”) and the indemnity in clause 1.4 (“Indemnity”) is a continuing obligation despite any intervening payment, settlement or other thing and extends to all of the Buyer’s obligations in connection with the contract. The Guarantor waives any right it has of first requiring the Seller to make demand, commence proceedings or enforce any other right against the Buyer or any other person before claiming from the Guarantor under this Guarantee and Indemnity.
Extent of guarantee and indemnity. (a) This clause 11 applies:
(1) to the present and future obligations of the Seller under this agreement; and
(2) to this agreement, as amended, supplemented, renewed or replaced.
(b) The obligations of the Guarantor under this clause 11 extend to any change in the obligations of the Seller as a result of any amendment, supplement, renewal or replacement of this agreement.
(c) This clause 11 is not affected, nor are the obligations of the Guarantor under this agreement released or discharged or otherwise affected, by anything which, but for this provision, might have that effect.
(d) This clause 11 applies:
(1) regardless of whether the Guarantor is aware of, or has consented to, or is given notice of, any amendment, supplement, renewal or replacement of any agreement to which the Buyer and the Seller are a party or the occurrence of any other thing; and
(2) irrespective of any rule of law or equity to the contrary.
Extent of guarantee and indemnity. (a) The Buyer Guarantor will be responsible to each Seller in respect of the Guaranteed Obligations in the same manner as if the Buyer Guarantor was the Buyer under this agreement.
(b) The rights given to each Seller pursuant to this guarantee, and the Buyer Guarantor’s liability under it, are not affected by any act, omission or other thing which might otherwise affect it in law or in equity including one or more of the following: an Insolvency Event affecting a person or the death of a person; a change in the constitution, membership, or partnership of a person; the partial performance of the Guaranteed Obligations; the Guaranteed Obligations not being enforceable at any time against any person other than the Buyer Guarantor; either Seller granting any time or other indulgence or concession to, compounding or compromising with, or wholly or partially releasing the Buyer or Buyer Guarantor of an obligation; any novation of a right of either Seller; acquiescence, delay, acts, omissions or mistakes on the part of either Seller; or the occurrence of any other thing which might otherwise release, discharge or affect the obligations of the Buyer Guarantor under this agreement, except to the extent that that thing also releases, discharges or affects the obligations of the Buyer to either Seller.
Extent of guarantee and indemnity. The liability of the Payor Guarantor under this clause 9 is not affected by anything which, but for this clause 9, might operate to release or exonerate the Payor Guarantor in whole or in part from its obligations including any of the following, whether with or without the consent of the Payor Guarantor:
(a) the grant to the Payor, the Payor Guarantor or any other person of any time, waiver or other indulgence, or the discharge or release of the Payor, the Payor Guarantor or any other person from any liability or obligation;
(b) any transaction or arrangement that may take place between the Payee, the Payor, the Payor Guarantor or any other person;
(c) the Payee exercising or refraining from exercising its rights under any security or any other rights, powers or remedies against the Payor, the Payor Guarantor or any other person;
(d) the amendment, replacement, extinguishment, unenforceability, failure, loss, release, discharge, abandonment or transfer either in whole or in part and either with or without consideration, of any security now or in the future held by the Payee from the Payor, the Payor Guarantor or any other person or by the taking of or failure to take any security;
Extent of guarantee and indemnity. Clauses 9.1 and 9.2 apply and the obligations of the Guarantor remain unaffected despite:
(a) an increase in the amount of the Guaranteed Money;
(b) an amendment to this agreement;
(c) a rule of law to the contrary, save that if the Guarantor complying with this Guarantee causes the Guarantor to breach a rule of law, it shall not be required to do so;
(d) an Insolvency Event affecting any person, or the death of any person; or
(e) the occurrence of any other thing that might otherwise release, discharge or otherwise affect the obligations of the Guarantor under this agreement.
Extent of guarantee and indemnity. The liability of the Seller’s Guarantor under this clause 19 is not affected by anything which, but for this clause 19, might operate to release or exonerate the Seller’s Guarantor in whole or in part from its obligations including any of the following, whether with or without the consent of the Seller’s Guarantor:
(a) the grant to the Seller, the Seller’s Guarantor or any other person of any time, waiver or other indulgence, or the discharge or release of the Seller, the Seller’s Guarantor or any other person from any liability or obligation;
(b) any transaction or arrangement that may take place between the Seller, the Seller’s Guarantor, the Buyer or any other person;
Extent of guarantee and indemnity. (a) This clause 15 applies:
(1) to the present and future obligations of the Buyer under this agreement; and
(2) to this agreement, as amended, supplemented, renewed or replaced.
(b) The obligations of the Guarantor under this clause 15 extend to any change in the obligations of the Buyer as a result of:
(1) any amendment, supplement, renewal or replacement of this agreement; or
(2) the occurrence of any other thing.
(c) This clause 15 is not affected, nor are the obligations of the Guarantor under this agreement released or discharged or otherwise affected, by anything which, but for this provision, might have that effect.
(d) This clause 15.3 applies:
(1) regardless of whether the Guarantor is aware of, or has consented to, or is given notice of, any amendment, supplement, renewal or replacement of any agreement to which the Seller, the State, the Buyer are a party or the occurrence of any other thing; and
(2) irrespective of any rule of law or equity to the contrary.
Extent of guarantee and indemnity. (a) This clause 17 applies:
(1) to the present and future obligations of the Seller under this agreement; and (2) to this agreement, as amended, supplemented, renewed or replaced.
(b) The obligations of the State under this clause 17 extend to any change in the obligations of the Seller as a result of:
(1) any amendment, supplement, renewal or replacement of this agreement; or
(2) the occurrence of any other thing.
(c) This clause 17 is not affected, nor are the obligations of the State under this agreement released or discharged or otherwise affected, by anything which, but for this provision, might have that effect.