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.
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Sources: Partnership Interest Sale Agreement (Genesee & Wyoming Inc)
Extent of guarantee and indemnity. (a) The Buyer Guarantor will be responsible to each Seller the Sellers 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 the Sellers pursuant to this guaranteeBuyer 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: :
(i) an Insolvency Event affecting a person or the death of a person; ;
(ii) a change in the constitution, membership, or partnership of a person; ;
(iii) the partial performance of the Buyer Guaranteed Obligations; ;
(iv) the Buyer Guaranteed Obligations not being enforceable at any time against any person other than the Buyer Guarantor; either Seller ;
(v) the Sellers 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; ;
(vi) any novation of a right of either Seller; the Sellers;
(vii) acquiescence, delay, acts, omissions or mistakes on the part of either Sellerthe Sellers; or or
(viii) 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 Sellerthe Sellers.
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Extent of guarantee and indemnity. (a) The Each Sellers Guarantor is liable under this clause 16 only for their Relevant Proportion of the amount of any Claim or Loss recoverable by the Buyer Guarantor under this clause.
(b) Subject to clause 16.3(a):
(i) the Sellers Guarantors will be responsible to each Seller the Buyer in respect of the Sellers Guaranteed Obligations in the same manner as if the Buyer Guarantor was Sellers Guarantors were the Buyer Sellers under this agreement.
(bii) The the rights given to each Seller the Buyer pursuant to this guaranteeSellers Guarantee, and the Buyer Guarantor’s Sellers Guarantors’ 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: :
(A) an Insolvency Event affecting a person or the death of a person; ;
(B) a change in the constitution, membership, or partnership of a person; ;
(C) the partial performance of the Sellers Guaranteed Obligations; ;
(D) the Sellers Guaranteed Obligations not being enforceable at any time against any person other than the Sellers Guarantors;
(E) 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 Sellers or Buyer Guarantor Sellers Guarantors of an obligation; ;
(F) any novation of a right of either Seller; the Buyer;
(G) acquiescence, delay, acts, omissions or mistakes on the part of either Sellerthe Buyer; or or
(H) the occurrence of any other thing which might otherwise release, discharge or affect the obligations of the Buyer Guarantor Sellers Guarantors under this agreement, except to the extent that that thing also releases, discharges or affects the obligations of the Buyer Sellers to either Sellerthe Buyer.
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