Guarantee and Indemnities Sample Clauses

Guarantee and Indemnities. The Guarantor hereby unconditionally and irrevocably guarantees the due and punctual payment to the Department of all monies and liabilities including interest which are now or may at any time hereafter be due and payable to the Department from or by the Contractor under or pursuant to, or in respect of or in connection with, any of the Liabilities (whether at stated maturity, by acceleration or otherwise). Accordingly, if there shall at any time or from time to time be any default in the payment on the due date of any of such monies and liabilities, the Guarantor will immediately on demand thereof made by the Department unconditionally pay or procure to be paid to the Department the monies and liabilities in relation to which such default has been made. The Guarantor hereby unconditionally and irrevocably guarantees to the Department the due and punctual performance by the Contractor of all the Contractor's obligations, services, liabilities, duties and undertakings under, pursuant to, in respect of and/or in connection with any of the Liabilities. The Guarantor agrees, as a primary obligation, to indemnify and keep indemnified the Department from time to time on demand from and against any loss incurred by the Department as a result of any Liability being or becoming invalid, void, voidable, unenforceable or ineffective as against the Contractor for any reason whatsoever, whether or not known to the Department, the Guarantor or any other person, the amount of such loss being the amount which the Department would otherwise have been entitled to recover from the Contractor. Without prejudice to or in any way derogating from the Department's rights under the preceding Clause 2.3, the Guarantor agrees, as a primary obligation, to indemnify and keep indemnified the Department from time to time on demand against all losses, costs and expenses incurred or sustained by the Department as a result of or in connection with any failure by the Contractor (whether or not caused by or connected with any invalidity, voidability, unenforceability or ineffectiveness contemplated in Clause 2.3) fully and promptly to pay any of the monies referred to in Clause 2.1 or to discharge any of the Liabilities as and when the same shall respectively become due. The obligations of the Guarantor under each of Clauses 2.1, 2.3 and 2.4 shall be separate and independent from each other.

Guarantee and Indemnities. (a) For the purposes of this Clause 19 (Guarantee and Indemnities), “Loan Party” means each Original Loan Party and each Additional Loan Party.

Guarantee and Indemnities. 2.1 Each Guarantor irrevocably and unconditionally: (A) guarantees to the Bank due performance by any of the Obligors of all the Obligations; (B) undertakes with the Bank that whenever the Obligors or any of them do not pay any amount when due under or in connection with or arising out of the Obligations, it shall immediately on demand pay that amount as if it was that failing Obligor; and (C) agrees, as a primary obligation, to indemnify the Bank immediately on demand against any cost, loss or liability suffered by the Bank as a result of any Obligation being or becoming unenforceable, void, voidable, ineffective, invalid or illegal (and the amount of the cost, loss or liability shall be equal to the amount which the Bank would otherwise have been entitled to recover).

Guarantee and Indemnities. 14.1 The Service Provider shall guarantee any work performed under this Agreement for a period of 12 (twelve) months after final payment by IOM under this Agreement. 14.2 The Service Provider shall at all times defend, indemnify, and hold harmless IOM, its officers, employees, and agents from and against all losses, costs, damages and expenses (including legal fees and costs), claims, suits, proceedings, demands and liabilities of any kind or nature to the extent arising out of or resulting from acts or omissions of the Service Provider or its employees, officers, agents or subcontractors, in the performance of this Agreement. IOM shall promptly notify the Service Provider of any written claim, loss, or demand for which the Service Provider is responsible under this clause. This indemnity shall survive the expiration or termination of this Agreement. 14.3 The Service Provider shall assume full responsibility and hereby agrees and binds to indemnify IOM for any loss, damage, destruction and injury that may be incurred by IOM within the premises being secured, which are attributable to theft, pilferage, robbery other unlawful or illegal acts, or to the acts or omissions of the assigned guards, supervisors, as well as other employees, officers or agents of the Service Provider. However, the Service Provider shall not be liable to IOM where such loss or damage is due to force majeure, such as civil disorder, military action, natural disaster or other circumstances which are beyond the control of the Service Provider, or in any of the following cases: Where such loss occurred inside a closed or locked warehouse, office or building to which the security guards/supervisors have no access and there is no sign of forced entry; Where the loss or damage was the result of robbery committed by an armed group, mob violence, tumultuous affray, acts of dissidence, war, insurrection, revolution, rebellion, violent uprising, demonstration/rally, or during a calamity/typhoon: (ii) no part of the loss or damage is attributable to the acts or negligence of employees, officers, or agents of the Service Provider; (iii) the acts or negligence of the employees, officers or agents of the Service Provider did not contribute to or aggravate the loss or damage; and (iv) the loss or damage could not have been reasonably prevented by the Service Provider; Where such loss is of pocketable items, such as, but not limited to, jewelry or cash, except where there is evidence that such acts a...

Guarantee and Indemnities. 1. The Service Provider shall guarantee any work performed under this Agreement for a period of 12 months after final payment by IOM under this Agreement. 2. The Service Provider shall defend, indemnify, and hold harmless IOM, their officers, employees, and agents from and against all losses, damages, expenses (including legal fees and costs), claims, suits and liabilities, to the extent arising out of or resulting from the: (a) Service Provider's negligent or wrongful acts; (b) Failure of the Service Provider or any Services to fully comply with the terms and conditions of this Agreement. IOM shall promptly notify the Service Provider of any written claim, loss, or demand for which the Service Provider is responsible under this clause. 3. The Service Provider is responsible for ensuring its own insurance coverage for general liability, employment and other required insurance related to its performance of the Services under this Agreement.

Guarantee and Indemnities. 2.1 In consideration of the Collateral Agent under the Loan Agreement agreeing to make and continue to make loan and other facilities available to the Principal under the Loan Agreement, the Guarantor irrevocably and unconditionally: (A) guarantees to the Collateral Agent punctual performance by the Principal of all the Secured Obligations; and (B) undertakes with the Collateral Agent that whenever the Principal does not pay any amount when due under or in connection with or arising out of the Secured Obligations the Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (C) agrees, as a primary obligation, to indemnify the Collateral Agent immediately on demand against any cost, loss or liability suffered by the Collateral Agent as a result of any Secured Obligations being or becoming unenforceable, void, voidable, ineffective, invalid or illegal (and the amount of the cost, loss or liability shall be equal to the amount which the Collateral Agent would otherwise have been entitled to recover).

Guarantee and Indemnities. 14.1 The Service Provider shall guarantee any work performed under this Agreement for a period of 12 months after final payment by IOM under this Agreement.

Guarantee and Indemnities. 11.1. Each Guarantor specified in the Platform Agreement indemnifies us against any loss, cost, charge, liability or expense we sustain or incur (but excluding any loss, cost, charge, liability or expense caused by our fraud, wilful default or our gross negligence) caused or contributed to by: (a) any Event of Default; (b) any reasonable exercise or attempted exercise of any right, power or remedy under any Transaction Document; (c) any act by us in reliance on or any communication purporting to be from a Transaction Party or to be given on behalf of that Transaction Party that on its face appears to be genuine and signed by an Authorised Officer of that Transaction Party; or (d) a Withdrawal requested by you not being provided for any reason (including failure to fulfil any condition precedent, but excluding if due to any default by us). 11.2. The Guarantor acknowledges entering into these Terms and Conditions in return for us agreeing to provide a Facility at your request, for the entry by us into the Transaction Documents and for other valuable consideration. 11.3. The Guarantor irrevocably and unconditionally guarantees to us the payment of the Secured Money in accordance with the Transaction Documents and undertakes with us that: (a) whenever you do not pay any Secured Money when due (or anything which would have been due if this Agreement or the amount was enforceable, valid and not illegal), that Guarantor will immediately on demand pay the Secured Money as if it was the principal obligor; and (b) if an Ipso Facto Event has occurred or is continuing, then immediately on demand that Guarantor shall pay all Secured Money, accrued interest and other amounts pursuant to this Agreement, as if it was the principal obligor. (c) For the purposes of this clause 11 “Ipso Facto Event” means you are the subject of:

Guarantee and Indemnities