Common use of GUARANTEE AND INDEMNITY Clause in Contracts

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees to each Finance Party punctual performance by each other Obligor of all that Obligor’s obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever another Obligor does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 if the amount claimed had been recoverable on the basis of a guarantee.

Appears in 6 contracts

Sources: Guarantee Facility Agreement (UTAC Holdings Ltd.), Facility Agreement (Baring Asia Private Equity Fund v Co-Investment L.P.), Facility Agreement (Giant Interactive Group Inc.)

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably and unconditionally jointly and severally, as a principal obligor and not merely as a surety and on the basis of discrete obligations enforceable against it: (a) 18.1.1 guarantees to each Finance Party punctual performance by each other Obligor of all that Obligor’s 's obligations under the Finance Documents; (b) 18.1.2 undertakes with each Finance Party that whenever another an Obligor does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was were the principal obligor; and (c) 18.1.3 agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 18 if the amount claimed had been recoverable on the basis of a guarantee.

Appears in 5 contracts

Sources: Common Terms Agreement (Net 1 Ueps Technologies Inc), Common Terms Agreement (Net 1 Ueps Technologies Inc), Common Terms Agreement (Net 1 Ueps Technologies Inc)

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees to each Finance Party punctual performance by each other Obligor of all that Obligor’s obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever another Obligor does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 20 if the amount claimed had been recoverable on the basis of a guarantee.

Appears in 5 contracts

Sources: Amendment and Restatement Agreement (Melco Resorts & Entertainment LTD), Amendment and Restatement Agreement (STUDIO CITY INTERNATIONAL HOLDINGS LTD), Amendment and Restatement Agreement (STUDIO CITY INTERNATIONAL HOLDINGS LTD)

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees to each Guaranteed Finance Party punctual performance by each other Obligor Borrower of all that ObligorBorrower’s obligations under the Finance Documents; (b) undertakes with each Guaranteed Finance Party that whenever another Obligor a Borrower does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (c) agrees with each Guaranteed Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor a Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 if the amount claimed had been recoverable on the basis of a guarantee.

Appears in 4 contracts

Sources: Facility Agreement (Marine Harvest ASA), Facility Agreement (Marine Harvest ASA), Facility Agreement (Marine Harvest ASA)

GUARANTEE AND INDEMNITY. Each Guarantor jointly and severally and irrevocably and unconditionally jointly and severallyunconditionally: (a) guarantees to each Finance Party punctual performance by each other Obligor Borrower of all that Obligor’s its obligations under the Finance Documents; (b) undertakes with each Finance Party that that, whenever another Obligor a Borrower does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall it must immediately on demand by the Facility Agent pay that amount as if it was were the principal obligorobligor in respect of that amount; and (c) agrees with each Finance Party that if if, for any obligation guaranteed reason, any amount claimed by it a Finance Party under this Clause is or becomes unenforceable, invalid or illegal, it will, not recoverable from that Guarantor on the basis of a guarantee then that Guarantor will be liable as an independent a principal debtor and primary obligation, obligor to indemnify that Finance Party immediately on demand against in respect of any cost, loss or liability it incurs as a result of an Obligor not paying a Borrower failing to pay any amount which would, but for such unenforceability, invalidity or illegality, have been expressed to be payable by it under any a Finance Document on the date when it would ought to have been duepaid. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 if had the amount claimed had been recoverable on the basis of a guarantee.

Appears in 4 contracts

Sources: Credit Facilities Agreement (Amec PLC), Credit Facilities Agreement (Amec PLC), Facility Agreement (TTM Technologies Inc)

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees to each Finance Party punctual performance by each other Obligor of all that Obligor’s obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever another Obligor does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 21 (Guarantee and indemnity) if the amount claimed had been recoverable on the basis of a guarantee.

Appears in 4 contracts

Sources: Senior Revolving Facility Agreement (Nord Anglia Education, Inc.), Amendment and Restatement Agreement (Nord Anglia Education, Inc.), Amendment and Restatement Agreement (Nord Anglia Education, Inc.)

GUARANTEE AND INDEMNITY. Each Guarantor hereby irrevocably and unconditionally jointly and severally:, but subject to any limitations set out in Clause 11.10 (Limitations) or any equivalent limitations set out in any Accession Agreement by which such Guarantor became party hereto; (a) guarantees to each Finance Party Party, as and for its own debt as principal obligor and not merely as a surety, punctual performance by each other Obligor of all that Obligor’s obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever another Obligor does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (c) agrees with undertakes to indemnify each Finance Party it will, as an independent and primary obligation, on the Facility Agent’s first demand against any cost, loss, expense, damage or liability suffered by that Finance Party if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any . The amount of the cost, loss or liability it incurs as a result of an Obligor not paying any shall be equal to the amount which would, but for such unenforceability, invalidity or illegality, that Finance Party would otherwise have been payable entitled to recover. A statement in writing by it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed Agent setting out the amount it would have had due and payable hereunder is binding and conclusive evidence against the Guarantor as to the obligation to pay under this Clause 19 if such amount subject to the maximum amount claimed had been recoverable on the basis of a guaranteestated in paragraph (b) above.

Appears in 4 contracts

Sources: Multicurrency Revolving Credit Facility Agreement (Pra Group Inc), Multicurrency Revolving Credit Agreement (Pra Group Inc), Term and Multicurrency Revolving Credit Facilities Agreement (Pra Group Inc)

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably 19.1 Guarantee and unconditionally jointly and severally:indemnity (a) 19.1.1 guarantees to each Finance Party punctual performance by each other Obligor Borrower of all that ObligorBorrower’s obligations under the Finance Documents; (b) 19.1.2 undertakes with each Finance Party that whenever another Obligor a Borrower does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (c) 19.1.3 agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor a Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 if the amount claimed had been recoverable on the basis of a guarantee.

Appears in 3 contracts

Sources: Revolving Facility Agreement (Sibanye Gold LTD), Revolving Credit Facility Agreement (Sibanye Stillwater LTD), Revolving Facility Agreement (Sibanye Gold LTD)

GUARANTEE AND INDEMNITY. Each The Guarantor irrevocably and unconditionally jointly and severallyunconditionally: (a) guarantees guarantees, as primary obligor and not merely as surety, to each Finance Party punctual performance by each other Obligor the Company of all that Obligor’s its obligations to pay scheduled interest and fees under the Finance Documents; (b) undertakes with each Finance Party that whenever another Obligor the Company does not pay any amount of scheduled interest and fees when due under or in connection with any Finance Document, that the Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor the Company not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a the Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 ‎‎19 if the amount claimed had been recoverable on the basis of a guarantee.

Appears in 3 contracts

Sources: Amendment and Restatement Agreement (Cboe Global Markets, Inc.), Amendment and Restatement Agreement (Cboe Global Markets, Inc.), Amendment and Restatement Agreement (Cboe Global Markets, Inc.)

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees to each Finance Party punctual performance by each other Obligor the Borrower of all that Obligorthe Borrower’s obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever another Obligor the Borrower does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor the Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 17 if the amount claimed had been recoverable on the basis of a guarantee.

Appears in 3 contracts

Sources: Facility Agreement (Ses S.A.), Facility Agreement (Ocean Rig UDW Inc.), Facility Agreement (DryShips Inc.)

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees to each Finance Party punctual performance by each other Obligor of all that Obligor’s obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever another Obligor does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 clause 22 if the amount claimed had been recoverable on the basis of a guarantee.

Appears in 3 contracts

Sources: Senior Facilities Agreement (Luxfer Holdings PLC), Senior Facilities Agreement (Luxfer Holdings PLC), Senior Facilities Agreement (Luxfer Holdings PLC)

GUARANTEE AND INDEMNITY. Each The Guarantor irrevocably and unconditionally jointly and severallyunconditionally: (a) guarantees to each Finance Party punctual performance by each other Obligor of all that Obligor’s obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever another Obligor does not pay any amount when due under or in connection with any Finance Document, that the Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 20 if the amount claimed had been recoverable on the basis of a guarantee.

Appears in 3 contracts

Sources: Revolving Facilities Agreement (Molson Coors Brewing Co), Unsecured Uncommitted Revolving Facilities Agreement (Molson Coors Brewing Co), Revolving Facilities Agreement (Molson Coors Brewing Co)

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees to each Finance Party punctual performance by each other Obligor of all that Obligor’s obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever another Obligor does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 22 if the amount claimed had been recoverable on the basis of a guarantee.

Appears in 3 contracts

Sources: Senior Facilities Agreement (OpSec Holdings), Revolving Facility Agreement (South Texas Supply Company, Inc.), Revolving Facility Agreement (South Texas Supply Company, Inc.)

GUARANTEE AND INDEMNITY. Each Guarantor Obligor jointly and severally and irrevocably and unconditionally jointly and severallyunconditionally: (a) guarantees to each Finance Party punctual performance by each other Obligor of all that Obligor’s obligations under the Bridge Finance Documents; (b) undertakes with each Finance Party that that, whenever another Obligor does not pay any amount when due under or in connection with any Bridge Finance Document, that Guarantor Obligor shall immediately on demand pay that amount as if it was the principal obligor; and (c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Bridge Finance Document on the date when it would have been due. The amount payable by a Guarantor an Obligor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 10 if the amount claimed had been recoverable on the basis of a guarantee.

Appears in 3 contracts

Sources: Loan Note Facility (Babylon Holdings LTD), Loan Agreement (Babylon Holdings LTD), Loan Agreement (Babylon Holdings LTD)

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees to each Finance Party punctual performance by each other Obligor the Borrower of all that Obligorthe Borrower’s obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever another Obligor the Borrower does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, illegal it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor the Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 17 if the amount claimed had been recoverable on the basis of a guarantee.

Appears in 3 contracts

Sources: Facility Agreement, Facility Agreement, Facility Agreement

GUARANTEE AND INDEMNITY. Each The Guarantor irrevocably and unconditionally jointly and severallyunconditionally: (a) guarantees to each Finance Party punctual performance by each other Obligor the Borrower of all that Obligor’s the Borrower's obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever another Obligor the Borrower does not pay any amount when due under or in connection with any Finance Document, that the Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor the Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a the Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 17 if the amount claimed had been recoverable on the basis of a guarantee.

Appears in 3 contracts

Sources: Loan Agreement (PCGI Intermediate Holdings LTD), Facility Agreement (PCGI Intermediate Holdings LTD), Facility Agreement (PCGI Intermediate Holdings LTD)

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees to each Finance Party punctual performance by each other Obligor of all that Obligor’s the Obligors’ obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever another Obligor does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 if the amount claimed had been recoverable on the basis of a guarantee.

Appears in 3 contracts

Sources: Facility Agreement (InterXion Holding N.V.), Facility Agreement (InterXion Holding N.V.), Facility Agreement (InterXion Holding N.V.)

GUARANTEE AND INDEMNITY. Each Facility Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees to each Finance Party punctual performance by each other Obligor the Company of all that Obligorof the Company’s payment obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever another Obligor the Company does not pay any amount when due under or in connection with any Finance Document, that Facility Guarantor shall must immediately on demand pay that amount as if it was were the principal obligorobligor in respect of that amount; and (c) agrees with each Finance Party that if any obligation guaranteed by it that Facility Guarantor is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it that Finance Party incurs as a result of an Obligor the Company not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it the Company under any Finance Document on the date when it would have been due. The amount payable by a Facility Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 if the amount claimed had been recoverable on the basis of a guarantee.

Appears in 3 contracts

Sources: Facility Agreement (IHS Holding LTD), Facility Agreement (IHS Holding LTD), Facility Agreement (IHS Holding LTD)

GUARANTEE AND INDEMNITY. Each The Guarantor irrevocably and unconditionally jointly and severallyunconditionally: (a) guarantees to each Finance Secured Party punctual performance by each other Obligor Borrower of all that ObligorBorrower’s obligations under the Finance Documents; (b) undertakes with each Finance Secured Party that whenever another Obligor a Borrower does not pay any amount when due under or in connection with any Finance Document, that the Guarantor shall immediately on demand shall pay that amount as if it was were the principal obligor; and (c) agrees with each Finance Secured Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, it shall indemnify that Finance Secured Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor a Borrower not paying any amount which wouldthat, but for such unenforceability, invalidity or illegality, would have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a the Guarantor under this indemnity will shall not exceed the amount it would have had to pay under this Clause 19 15 if the amount claimed had been recoverable on the basis of a guarantee.

Appears in 3 contracts

Sources: Project Facilities Agreement and Intercreditor Agreement (Pacific Drilling S.A.), Project Facilities Agreement and Intercreditor Agreement (Pacific Drilling S.A.), Amendment and Restatement Agreement (Pacific Drilling S.A.)

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees to each Finance Party punctual performance by each other Obligor of all that Obligor’s 's obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever another Obligor does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was were the principal obligor; and (c) and agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 23 if the amount claimed had been recoverable on the basis of a guarantee.

Appears in 2 contracts

Sources: Note Subscription Agreement (CorpAcq Group PLC), Note Subscription Agreement (CorpAcq Group PLC)

GUARANTEE AND INDEMNITY. Each Guarantor jointly and severally and irrevocably and unconditionally jointly and severallyunconditionally: (a) guarantees to each Finance Party punctual performance by each other Obligor the Company of all that Obligor’s its obligations under the Finance Documents; (b) undertakes with each Finance Party that that, whenever another Obligor the Company does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall must immediately on demand by the Facility Agent pay that amount as if it was were the principal obligorobligor in respect of that amount; and (c) agrees with each Finance Party that if if, for any obligation guaranteed reason, any amount claimed by it a Finance Party under this Clause is or becomes unenforceable, invalid or illegal, it will, not recoverable from that Guarantor on the basis of a guarantee then that Guarantor will be liable as an independent a principal debtor and primary obligation, obligor to indemnify that Finance Party immediately on demand against in respect of any cost, loss or liability it incurs as a result of an Obligor not paying the Company failing to pay any amount which would, but for such unenforceability, invalidity or illegality, have been expressed to be payable by it under any a Finance Document on the date when it would ought to have been duepaid. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 if had the amount claimed had been recoverable on the basis of a guarantee.

Appears in 2 contracts

Sources: Revolving Credit Facility (Sara Lee Corp), Revolving Credit Facility (D.E Master Blenders 1753 B.V.)

GUARANTEE AND INDEMNITY. 16.1 Guarantee and indemnity Each Guarantor jointly and severally and irrevocably and unconditionally jointly and severallyunconditionally: (a) guarantees to each Finance Party punctual performance by each other Obligor Borrower of all that Obligor’s its obligations under the Finance Documents; (b) undertakes with each Finance Party that that, whenever another Obligor a Borrower does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall it must immediately on demand by the Facility Agent pay that amount as if it was were the principal obligorobligor in respect of that amount; and (c) agrees with each Finance Party that if if, any obligation guaranteed amount claimed by it a Finance Party under this Clause is or becomes unenforceable, invalid or illegal, it will, illegal then that Guarantor will be liable as an independent a principal debtor and primary obligation, obligor to indemnify that Finance Party immediately on demand against in respect of any cost, loss or liability it incurs as a result of an Obligor not paying a Borrower failing to pay any amount which would, but for such unenforceability, invalidity or illegality, have been expressed to be payable by it under any a Finance Document on the date when it would ought to have been duepaid. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 if had the amount claimed had been recoverable on the basis of a guarantee.

Appears in 2 contracts

Sources: Credit Agreement, Credit Agreement (Eros International PLC)

GUARANTEE AND INDEMNITY. Each The Guarantor irrevocably and unconditionally jointly and severallyunconditionally: (a) 2.1 guarantees to each Finance Party punctual performance by each other Obligor the Borrowers of all that Obligor’s the Borrowers’ obligations under the Finance Documents; (b) 2.2 undertakes with each Finance Party that whenever another Obligor does the Borrowers do not pay any amount when due under or in connection with any Finance Document, that the Guarantor shall immediately on demand pay that amount as if it was were the principal obligor; and (c) 2.3 agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor the Borrowers not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it them under any Finance Document on the date when it would have been due. The amount payable by a the Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 Guarantee if the amount claimed had been recoverable on the basis of a guarantee.

Appears in 2 contracts

Sources: Guarantee (Genco Shipping & Trading LTD), Guarantee (Genco Shipping & Trading LTD)

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably and unconditionally jointly and severallyseverally and at all times subject to the Guarantee Limitations: (a) guarantees to each Finance Party punctual performance by each other Obligor of all that Obligor’s obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever another Obligor does not pay any amount when due and payable under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been duedue and payable. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 ‎‎21 if the amount claimed had been recoverable on the basis of a guarantee.

Appears in 2 contracts

Sources: Senior Notes Purchase Agreement (Inspired Entertainment, Inc.), Senior Facilities Agreement (Inspired Entertainment, Inc.)

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees to each Finance Party punctual performance by each other Obligor of all that Obligor’s 's obligations under the Finance DocumentsDocuments (the Guaranteed Obligations); (b) undertakes with each Finance Party that whenever another Obligor does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 if the amount claimed had been recoverable on the basis of a guarantee.

Appears in 2 contracts

Sources: Facilities Agreement (StarTek, Inc.), Facilities Agreement (StarTek, Inc.)

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably and unconditionally jointly and severally, as a principal obligor and not merely as a surety and on the basis of discrete obligations enforceable against it: (a) 21.1.1 guarantees to each Finance Party punctual performance by each other Obligor of all that Obligor’s 's obligations under the Finance Documents; (b) 21.1.2 undertakes with each Finance Party that whenever another an Obligor does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was were the principal obligor; and (c) 21.1.3 agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 21 if the amount claimed had been recoverable on the basis of a guarantee.

Appears in 2 contracts

Sources: Common Terms Agreement (Net 1 Ueps Technologies Inc), Common Terms Agreement (Net 1 Ueps Technologies Inc)

GUARANTEE AND INDEMNITY. Each Hedge Guarantor irrevocably and unconditionally jointly and severallyunconditionally: (a) guarantees to each Finance Party punctual performance by each other Obligor Borrower of all that ObligorBorrower’s obligations under the Finance DocumentsHedging Agreements; (b) undertakes with each Finance Party that whenever another Obligor a Borrower does not pay any amount when due under or in connection with any Finance Document, that Hedge Guarantor shall immediately on demand pay that amount as if it was were the principal obligor; and (c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor a Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document Hedging Agreement on the date when it would have been due. The amount payable by a Hedge Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 (Guarantee and Indemnity — Hedge Guarantors) if the amount claimed had been recoverable on the basis of a guarantee.

Appears in 2 contracts

Sources: Term Loan Facility (Dorian LPG Ltd.), Term Loan Facility (Dorian LPG Ltd.)

GUARANTEE AND INDEMNITY. Each The Guarantor irrevocably and unconditionally jointly and severallyunconditionally: (a) guarantees to each Finance Party punctual performance by each other Obligor the Borrower of all that Obligorthe Borrower’s obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever another Obligor the Borrower does not pay any amount when due under or in connection with any Finance Document, that the Guarantor shall immediately on within three Business Days of demand pay that amount as if it was the principal obligor; and (c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on within three Business Days of demand against any cost, loss or liability it incurs as a result of an Obligor the Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a the Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 16 if the amount claimed had been recoverable on the basis of a guarantee.

Appears in 2 contracts

Sources: Facility Agreement (Platinum Underwriters Holdings LTD), Facility Agreement (Platinum Underwriters Holdings LTD)

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably 21.1 Guarantee and unconditionally jointly and severally:indemnity (a) guarantees to each Finance Party punctual performance by each other Obligor of all that Obligor’s obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever another Obligor does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 21 (Guarantee and indemnity) if the amount claimed had been recoverable on the basis of a guarantee.

Appears in 2 contracts

Sources: Revolving Facility Agreement (Nord Anglia Education, Inc.), Revolving Facility Agreement (Nord Anglia Education, Inc.)

GUARANTEE AND INDEMNITY. 19.1 Guarantee and indemnity Each Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees to each Finance Party punctual performance by each other Obligor of all that Obligor’s 's obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever another Obligor does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 if the amount claimed had been recoverable on the basis of a guarantee.

Appears in 2 contracts

Sources: Supplemental Agreement (Iridium Communications Inc.), Supplemental Agreement (Iridium Communications Inc.)

GUARANTEE AND INDEMNITY. 17.1 Guarantee and indemnity Each Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees to each Finance Party punctual performance by each other Obligor the Company of all that Obligorthe Company’s payment obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever another Obligor the Company does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on within five Business Days of demand pay that amount as if it was the principal obligor; and (c) agrees with each Finance Party that if any payment obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on within five Business Days of demand against any cost, loss or liability it incurs as a result of an Obligor the Company not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 17 if the amount claimed had been recoverable on the basis of a guarantee.

Appears in 2 contracts

Sources: Facility Agreement (Alibaba Group Holding LTD), Facilities Agreement (Alibaba Group Holding LTD)

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably and unconditionally (but subject to any limitations set out in Clause 19.11 (Guarantee Limitations – Belgium) to Clause 19.15 (Guarantee Limitation - Malaysia) or in any Accession Deed by which such Guarantor becomes a party hereto), jointly and severally: (a) guarantees to each Finance Party punctual performance by each other Obligor of all that Obligor’s obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever another an Obligor does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, illegal it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 if the amount claimed had been recoverable on the basis of a guarantee.

Appears in 2 contracts

Sources: Facility Agreement, Facility Agreement (VTTI Energy Partners LP)

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably and unconditionally jointly and severally:severally by way of an independent guarantee (onafhankelijke garantie): (a) guarantees to each Finance Party punctual performance by each other Obligor Borrower of all that Obligor’s Borrower's obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever another Obligor a Borrower does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, illegal it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor a Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 18 if the amount claimed had been recoverable on the basis of a guarantee.

Appears in 2 contracts

Sources: Amendment and Restatement Agreement (Alliance Data Systems Corp), Senior Facilities Agreement (Alliance Data Systems Corp)

GUARANTEE AND INDEMNITY. Each Guarantor Obligor irrevocably and unconditionally jointly and severally: (a) guarantees to each Finance Party punctual performance by each other Obligor of all that Obligor’s obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever another Obligor does not pay any amount when due under or in connection with any Finance Document, that Guarantor Obligor shall immediately promptly on demand pay that amount as if it was the principal obligor; and (c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately promptly on demand against any cost, loss or liability it incurs as a result of an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor an Obligor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 if the amount claimed had been recoverable on the basis of a guarantee.

Appears in 2 contracts

Sources: Facility Agreement (NorthStar Healthcare Income, Inc.), Facility Agreement (Northstar Realty Finance Corp.)

GUARANTEE AND INDEMNITY. 18.1.1 Each Guarantor irrevocably and unconditionally jointly and severally, as a principal obligor and not merely as a surety and on the basis of discrete obligations enforceable against it: (a) 18.1.1.1 guarantees to each Finance Party punctual performance by each other Obligor of all that Obligor’s obligations under the Finance Documents; (b) 18.1.1.2 undertakes with each Finance Party that whenever another an Obligor does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (c) 18.1.1.3 agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 18.1 if the amount claimed had been recoverable on the basis of a guarantee.

Appears in 2 contracts

Sources: Term and Revolving Credit Facilities Agreement, Term and Revolving Credit Facilities Agreement (Sibanye Gold LTD)

GUARANTEE AND INDEMNITY. Each The Guarantor irrevocably and unconditionally jointly and severallyunconditionally: (a) guarantees to each Finance Party punctual performance by each other Obligor the Borrower of all that Obligorthe Borrower’s obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever another Obligor the Borrower does not pay any amount when due under or in connection with any Finance Document, that the Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, illegal it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor the Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a the Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 clause 14 if the amount claimed had been recoverable on the basis of a guarantee.

Appears in 2 contracts

Sources: Amendment and Restatement Agreement (Hamilton Insurance Group, Ltd.), Amendment and Restatement Agreement (Hamilton Insurance Group, Ltd.)

GUARANTEE AND INDEMNITY. Each Guarantor hereby irrevocably and unconditionally jointly and severally:, but subject to any limitations set out in Clause 11.10 (Limitations) or any equivalent limitations set out in any Accession Agreement by which such Guarantor became party hereto; (a) a. guarantees to each Finance Party Party, as and for its own debt as principal obligor and not merely as a surety, punctual performance by each other Obligor of all that Obligor’s obligations under the Finance Documents; (b) b. undertakes with each Finance Party that whenever another Obligor does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (c) agrees with c. undertakes to indemnify each Finance Party it will, as an independent and primary obligation, on the Facility Agent’s first demand against any cost, loss, expense, damage or liability suffered by that Finance Party if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any . The amount of the cost, loss or liability it incurs as a result of an Obligor not paying any shall be equal to the amount which would, but for such unenforceability, invalidity or illegality, that Finance Party would otherwise have been payable entitled to recover. A statement in writing by it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed Agent setting out the amount it would have had due and payable hereunder is binding and conclusive evidence against the Guarantor as to the obligation to pay under this Clause 19 if such amount subject to the maximum amount claimed had been recoverable on the basis of a guaranteestated in paragraph (b) above.

Appears in 2 contracts

Sources: Multicurrency Revolving Credit Facility Agreement (Pra Group Inc), Multicurrency Revolving Credit Facility Agreement (Pra Group Inc)

GUARANTEE AND INDEMNITY. 18.1 Guarantee and indemnity Each Guarantor irrevocably and unconditionally jointly and severally: (a) 18.1.1 guarantees to each Finance Party punctual performance by each other Obligor of all that Obligor’s obligations under the Finance Documents; (b) 18.1.2 undertakes with each Finance Party that whenever another Obligor does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (c) 18.1.3 agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 18 if the amount claimed had been recoverable on the basis of a guarantee.

Appears in 2 contracts

Sources: Facilities Agreement (MiX Telematics LTD), Facilities Agreement (PowerFleet, Inc.)

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably and unconditionally jointly and severally: (aA) guarantees to each Finance Party punctual performance by each other Obligor the Borrower of all that Obligorthe Borrower’s obligations under the Finance Documents; (bB) undertakes with each Finance Party that whenever another Obligor the Borrower does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (cC) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor the Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 16 (Guarantee and indemnity) if the amount claimed had been recoverable on the basis of a guarantee.

Appears in 2 contracts

Sources: Term Facility Agreement (Rockley Photonics Holdings LTD), Support Letter (Rockley Photonics Holdings LTD)

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees to each Finance Party punctual performance by each other Obligor of all that Obligor’s 's obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever another Obligor does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 if the amount claimed had been recoverable on the basis of a guarantee.

Appears in 2 contracts

Sources: Supplemental Agreement (Iridium Communications Inc.), Facilities Agreement (StarTek, Inc.)

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees to each Finance Party punctual performance by each other Obligor of all that Obligor’s obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever another Obligor does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 25 if the amount claimed had been recoverable on the basis of a guarantee.

Appears in 2 contracts

Sources: Term Facility Agreement (Manchester United PLC), Term Facility Agreement (Manchester United PLC)

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably 18.1 Guarantee and unconditionally jointly and severally:indemnity (a) guarantees to each Finance Party punctual performance by each other Obligor of all that Obligor’s 's obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever another an Obligor does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor an Obligor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 18 if the amount claimed had been recoverable on the basis of a guarantee.

Appears in 2 contracts

Sources: Loan Agreement (Harry Winston Diamond Corp), Facility Agreement (Harry Winston Diamond Corp)

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees to each Finance Party punctual performance by each other Obligor of all that Obligor’s obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever another Obligor does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 13 if the amount claimed had been recoverable on the basis of a guarantee.

Appears in 2 contracts

Sources: Facility Agreement (Global Ship Lease, Inc.), Credit Agreement (Global Ship Lease, Inc.)

GUARANTEE AND INDEMNITY. Each The Guarantor irrevocably and unconditionally jointly and severallyunconditionally: (a) guarantees to each Finance Party punctual performance by each other Obligor the Borrower of all that Obligor’s the Borrower's obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever another Obligor the Borrower does not pay any amount when due under or in connection with any Finance DocumentDocument to which it is a party in accordance with their terms, that the Guarantor shall immediately on demand pay that amount as if it was were the principal obligor; and (c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor the Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document to which it is a party in accordance with their terms on the date when it would have been due. The amount payable by a the Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 17 (Guarantee and Indemnity) if the amount claimed had been recoverable on the basis of a guarantee.

Appears in 2 contracts

Sources: Facility Agreement (Euroseas Ltd.), Facility Agreement (Euroseas Ltd.)

GUARANTEE AND INDEMNITY. Each Guarantor Debtor irrevocably and unconditionally jointly and severally: (a) guarantees to each Finance Guarantee Party punctual performance by each other Obligor Debtor of all that Obligor’s Debtor's obligations under the Finance DocumentsGuarantee Agreements; (b) undertakes with each Finance Guarantee Party that whenever another Obligor Debtor does not pay any amount when due (allowing for any applicable grace period) under or in connection with any Finance DocumentGuarantee Agreement, that Guarantor Debtor shall immediately on demand pay that amount as if it was the principal obligor; and (c) agrees with each Finance Guarantee Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Guarantee Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor a Debtor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document Guarantee Agreement on the date when it would have been due. The amount payable by a Guarantor Debtor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 27 if the amount claimed had been recoverable on the basis of a guarantee.

Appears in 2 contracts

Sources: Intercreditor Agreement (Paysafe LTD), Intercreditor Agreement (Paysafe LTD)

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees to each Finance Party punctual performance by each other Obligor the Borrower of all that Obligorthe Borrower’s obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever another Obligor the Borrower does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor the Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 if the amount claimed had been recoverable on the basis of a guarantee.

Appears in 1 contract

Sources: Bridge Facility Agreement (Ses S.A.)

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees to each Finance Party punctual performance by each other Obligor of all that Obligor’s its obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever another Obligor does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on within 3 Business Days of the demand pay that amount as if it was the principal obligor; and (c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 18 (Guarantee and Indemnity) if the amount claimed had been recoverable on the basis of a guarantee.

Appears in 1 contract

Sources: Term Loan Facilities Agreement

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees to each Finance Party punctual performance by each other Obligor of all that Obligor’s obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever another Obligor does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 (Guarantee and indemnity) if the amount claimed had been recoverable on the basis of a guarantee.

Appears in 1 contract

Sources: Facility Agreement (Cascal N.V.)

GUARANTEE AND INDEMNITY. Each Guarantor jointly and severally and irrevocably and unconditionally jointly and severallyunconditionally: (a) guarantees to each Finance Party punctual performance by each other Obligor Borrower of all that Obligor’s its obligations under the Finance Documents; (b) undertakes with each Finance Party that that, whenever another Obligor a Borrower does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall it must immediately on demand by the Facility Agent pay that amount as if it was were the principal obligorobligor in respect of that amount; and (c) agrees with each Finance Party that if if, any obligation guaranteed amount claimed by it a Finance Party under this Clause is or becomes unenforceable, invalid or illegal, it will, illegal then that Guarantor will be liable as an independent a principal debtor and primary obligation, obligor to indemnify that Finance Party immediately on demand against in respect of any cost, loss or liability it incurs as a result of an Obligor not paying a Borrower failing to pay any amount which would, but for such unenforceability, invalidity or illegality, have been expressed to be payable by it under any a Finance Document on the date when it would ought to have been duepaid. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 if had the amount claimed had been recoverable on the basis of a guarantee.

Appears in 1 contract

Sources: Credit Facility Agreement (Eros International PLC)

GUARANTEE AND INDEMNITY. 19.1 Guarantee and indemnity Each Guarantor irrevocably and unconditionally jointly and severally: (a) 19.1.1 guarantees to each Finance Party punctual performance by each other Obligor Borrower of all that ObligorBorrower’s obligations under the Finance DocumentsDocu▇▇▇▇▇; (b) 19.1.2 undertakes with each Finance Party that whenever another Obligor a Borrower does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (c) 19.1.3 agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor a Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 if the amount claimed had been recoverable on the basis of a guarantee.

Appears in 1 contract

Sources: Revolving Credit Facility Agreement (Sibanye Stillwater LTD)

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably and unconditionally jointly and severallyunconditionally: (a) guarantees to each Finance Party punctual performance by each other Obligor the Borrower of all that Obligorthe Borrower’s obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever another Obligor the Borrower does not pay any amount when due under or in connection with any Finance Document, that Guarantor it shall immediately on demand pay that amount as if it was were the principal obligor; and (c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor the Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 17 (Guarantee and Indemnity) if the amount claimed had been recoverable on the basis of a guarantee.

Appears in 1 contract

Sources: Facility Agreement (Grindrod Shipping Holdings Pte. Ltd.)

GUARANTEE AND INDEMNITY. Each The Guarantor irrevocably and unconditionally jointly and severally: (a) : guarantees to each Finance Party punctual performance by each other Obligor the Borrower of all that Obligor’s the Borrower's obligations under the Finance Documents; (b) ; undertakes with each Finance Party that whenever another Obligor the Borrower does not pay any amount when due under or in connection with any Finance Document, that the Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (c) and agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor the Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a the Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 17 if the amount claimed had been recoverable on the basis of a guarantee.

Appears in 1 contract

Sources: Facility Agreement

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees to each Finance Party punctual performance by each other Obligor the Borrower of all that Obligorthe Borrower’s obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever another Obligor the Borrower does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor the Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 15 if the amount claimed had been recoverable on the basis of a guarantee.

Appears in 1 contract

Sources: Covered Export Credit Agreement (Hughes Network Systems, LLC)

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably and unconditionally jointly and severally: (aA) guarantees to each Finance Party punctual performance by each other Obligor of all that Obligor’s obligations under the Finance Documents; (bB) undertakes with each Finance Party that whenever another Obligor does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (cC) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 23 if the amount claimed had been recoverable on the basis of a guarantee.

Appears in 1 contract

Sources: Multicurrency Revolving Facility Agreement (Endava PLC)

GUARANTEE AND INDEMNITY. Each The Guarantor irrevocably and unconditionally jointly and severallyunconditionally: (a) guarantees to each Finance Party punctual performance by each other Obligor the Borrower of all that Obligorthe Borrower’s obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever another Obligor the Borrower does not pay any amount when due under or in connection with any Finance Document, that the Guarantor shall immediately on demand pay that amount as if it was were the principal obligor; and (c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor the Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a the Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 16 (Guarantee and Indemnity) if the amount claimed had been recoverable on the basis of a guarantee.

Appears in 1 contract

Sources: Term Loan Facility (Pyxis Tankers Inc.)

GUARANTEE AND INDEMNITY. Each In consideration of the Agent entering into the Agreement, the Guarantor irrevocably and unconditionally jointly and severallyunconditionally: (a) guarantees to each Finance Party punctual performance by each other Obligor of all that Obligor’s obligations under or pursuant to the Finance Documents; (b) undertakes with each Finance Party that whenever another an Obligor does not pay any amount when due under or in connection with any Finance Document, that Guarantor it shall immediately on demand pay that amount as if it was the principal obligor; and (c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it each of them incurs as a result of an the Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a the Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 2 if the amount claimed had been recoverable on the basis of a guarantee.

Appears in 1 contract

Sources: Guarantee (Ugi Corp /Pa/)

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees to each Finance Party punctual performance by each other Obligor of all that such other Obligor’s 's obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever another Obligor does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand by the Facility Agent pay that amount as if it was were the principal obligor; and (c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand by the Facility Agent against any cost, loss or liability it incurs as a result of an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 17 (Guarantee and Indemnity) if the amount claimed had been recoverable on the basis of a guarantee.

Appears in 1 contract

Sources: Facility Agreement (Taylor Maritime Investments LTD)

GUARANTEE AND INDEMNITY. 23.1 Guarantee and indemnity Each Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees to each Finance Party punctual performance by each other Obligor Borrower of all that Obligor’s Borrower's obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever another Obligor a Borrower does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, will as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 23 if the amount claimed had been recoverable on the basis of a guarantee.

Appears in 1 contract

Sources: Senior Term and Revolving Facilities Agreement (Inspired Entertainment, Inc.)

GUARANTEE AND INDEMNITY. Each Guarantor Chargor irrevocably and unconditionally jointly and severally: (a) guarantees to each Finance Secured Party punctual performance by each other Obligor Specified Loan Party of all that Obligor’s Specified Loan Party's payment obligations under the Finance Loan Documents; (b) undertakes with each Finance Secured Party that whenever another Obligor a Specified Loan Party does not pay any amount when due under or in connection with any Finance Loan Document, that Guarantor Chargor shall immediately on demand pay that amount as if it was the principal obligor; and (c) agrees with each Finance Secured Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Secured Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor a Specified Loan Party not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Loan Document on the date when it would have been due. The amount payable by a Guarantor Chargor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 15 (Guarantee and Preservation of Security) if the amount claimed had been recoverable on the basis of a guarantee.

Appears in 1 contract

Sources: Guarantee and Debenture (Masonite International Corp)

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably and unconditionally jointly and severally, as a principal obligor and not merely as a surety and on the basis of discrete obligations enforceable against it: (a) 17.1.1. guarantees to each Finance Party punctual performance by each other Obligor of all that Obligor’s 's obligations under the Finance Documents; (b) 17.1.2. undertakes with to each Finance Party that whenever another an Obligor does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (c) 17.1.3. agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 clause 17 (Guarantee and Indemnity) if the amount claimed had been recoverable on the basis of a guarantee.

Appears in 1 contract

Sources: Revolving Credit Facility Agreement (Drdgold LTD)

GUARANTEE AND INDEMNITY. Each Hedge Guarantor irrevocably and unconditionally jointly and severallyunconditionally: (a) guarantees to each Finance Party punctual performance by each other Obligor Borrower of all that Obligor’s Borrower's obligations under the Finance DocumentsHedging Agreements; (b) undertakes with each Finance Party that whenever another Obligor a Borrower does not pay any amount when due under or in connection with any Finance DocumentHedging Agreement, that Hedge Guarantor shall immediately on demand pay that amount as if it was were the principal obligor; and (c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor a Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document Hedging Agreement on the date when it would have been due. The amount payable by a Hedge Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 20 (Guarantee and Indemnity – Hedge Guarantors) if the amount claimed had been recoverable on the basis of a guarantee.

Appears in 1 contract

Sources: Term Loan Facility (Ardmore Shipping Corp)

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably and unconditionally jointly and severally:119 (a) guarantees to each Finance Creditor Party as Swap Bank, punctual performance by each other Obligor the Borrower B of all that Obligorthe Borrower B’s obligations under the Finance DocumentsMaster Agreement; (b) undertakes with each Finance Party Creditor Party, that whenever another Obligor Borrower B does not pay any amount when due under or in connection with any Finance Documentthe Master Agreement, that the Hedge Guarantor shall immediately on demand pay that amount as if it was were the principal obligor; and (c) agrees with each Finance Party Creditor Party, that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Creditor Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor the Borrower B not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document the Master Agreement on the date when it would have been due. The amount payable by a the Hedge Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 32 if the amount claimed had been recoverable on the basis of a guarantee.

Appears in 1 contract

Sources: Loan Agreement (Costamare Bulkers Holdings LTD)

GUARANTEE AND INDEMNITY. Each Corporate Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees to each Finance Party the Lender punctual performance by each other Obligor the Borrower of all that Obligor’s Security Party's obligations under the Finance Documents; (b) undertakes with each Finance Party the Lender that whenever another Obligor the Borrower does not pay any amount when due under or in connection with any Finance Document, that Corporate Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (c) agrees with each Finance Party the Lender that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party the Lender immediately on demand against any cost, loss or liability it incurs as a result of an Obligor the Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 28 (Guarantee and Indemnity) if the amount claimed had been recoverable on the basis of a guarantee.

Appears in 1 contract

Sources: Loan Agreement (Castor Maritime Inc.)

GUARANTEE AND INDEMNITY. Each The Guarantor irrevocably and unconditionally jointly and severallyunconditionally: (a) guarantees provides a guarantee (rentai hosho) as a primary obligor and not merely as a surety to each Finance Party punctual performance by each other Obligor the Company of all that Obligor’s the Company's obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever another Obligor the Company does not pay any amount when due under or in connection with any Finance Document, that Guarantor it shall immediately on demand pay that amount as if it was the principal obligor; and (c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor the Company not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a the Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 17 if the amount claimed had been recoverable on the basis of a guarantee.

Appears in 1 contract

Sources: Facility Agreement (Synnex Corp)

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees to each Finance Party punctual performance by each other Obligor of all that Obligor’s 's obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever another Obligor does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 15 if the amount claimed had been recoverable on the basis of a guarantee.

Appears in 1 contract

Sources: Subscription Agreement

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably 18.1 Guarantee and unconditionally jointly and severally:indemnity (a) guarantees to each Finance Party punctual performance by each other Obligor Borrower of all that ObligorBorrower’s obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever another Obligor a Borrower does not pay any amount when due under or in connection with any Finance Document, that the Guarantor shall immediately on within three Business Days of demand pay that amount as if it was the principal obligor; and (c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on within three Business Days of demand against any cost, loss or liability it incurs as a result of an Obligor a Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a the Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 ‎18 if the amount claimed had been recoverable on the basis of a guarantee.

Appears in 1 contract

Sources: Facilities Agreement (LG Acquisition Corp.)

GUARANTEE AND INDEMNITY. 19.1.1 Each Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees to each Finance Party punctual performance by each other Obligor of all that Obligor’s obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever another Obligor does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 if the amount claimed had been recoverable on the basis of a guarantee.

Appears in 1 contract

Sources: Term Facility Agreement (Enstar Group LTD)

GUARANTEE AND INDEMNITY. Each 13.1 Guarantee and indemnity The Guarantor irrevocably and unconditionally jointly and severallyunconditionally: (a) guarantees to each Finance Party punctual performance by each other Obligor member of the Group of all that Obligor’s member of the Group's obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever another Obligor a member of the Group does not pay any amount when due under or in connection with any Finance Document, that the Guarantor shall immediately on demand pay that amount as if it he was the principal obligor; and (c) agrees with each Finance Party that if any obligation guaranteed by it him is or becomes unenforceable, invalid or illegal, it he will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor a member of the Group not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a the Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 13 if the amount claimed had been recoverable on the basis of a guarantee.

Appears in 1 contract

Sources: Loan Note Agreement (Weather Investments II S.a.r.l.)

GUARANTEE AND INDEMNITY. Each Subject to Clause 16.11 below, each Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees to each Finance Party punctual performance by each other Obligor of all that Obligor’s obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever another Obligor does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 16 if the amount claimed had been recoverable on the basis of a guarantee.

Appears in 1 contract

Sources: Note Purchase Agreement

GUARANTEE AND INDEMNITY. (a) Each Guarantor irrevocably and unconditionally jointly and severally: (ai) guarantees to each Finance Party punctual performance by each other Obligor of all that Obligor’s obligations under the Finance Documents; (bii) undertakes with each Finance Party that whenever another Obligor does not pay any amount when due and payable under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (ciii) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been duedue and payable. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 21 if the amount claimed had been recoverable on the basis of a guarantee.

Appears in 1 contract

Sources: Secured Subordinated Notes Facility Agreement

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably and unconditionally jointly and severally:, as a principal obligor and not merely as a surety and on the basis of discrete obligations enforceable against it - (a) 19.1.1 guarantees to each Finance Party punctual performance by each other Obligor of all that Obligor’s O▇▇▇▇▇▇'s obligations under the Finance Documents; (b) 19.1.2 undertakes with each Finance Party that whenever another an Obligor does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was were the principal obligor; and (c) 19.1.3 agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 if the amount claimed had been recoverable on the basis of a guarantee.been

Appears in 1 contract

Sources: Common Terms Agreement (Lesaka Technologies Inc)

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees to each Finance Party punctual performance by each other Obligor the Borrower of all that Obligorthe Borrower’s obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever another Obligor the Borrower does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 if the amount claimed had been recoverable on the basis of a guarantee.

Appears in 1 contract

Sources: Facilities Agreement (Enstar Group LTD)

GUARANTEE AND INDEMNITY. Each Hedge Guarantor irrevocably and unconditionally jointly and severallyunconditionally: (a) guarantees to each Finance Party punctual performance by each other Obligor Borrower of all that ObligorBorrower’s obligations under the Finance DocumentsHedging Agreements; (b) undertakes with each Finance Party that whenever another Obligor a Borrower does not pay any amount when due under or in connection with any Finance DocumentHedging Agreement, that Hedge Guarantor shall immediately on demand pay that amount as if it was were the principal obligor; and (c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor a Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document Hedging Agreement on the date when it would have been due. The amount payable by a Hedge Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 20 (Guarantee and Indemnity – Hedge Guarantors) if the amount claimed had been recoverable on the basis of a guarantee.

Appears in 1 contract

Sources: Term Loan Facility (Ardmore Shipping Corp)

GUARANTEE AND INDEMNITY. Each (a) Subject to any limitations set out in Clause 3.10 (Limitations) or in any Accession Letter, each Guarantor irrevocably and unconditionally jointly and severally: (ai) as a principal obligor (Sw. proprieborgen) guarantees to each Finance Party punctual performance by each other Obligor Guarantor of all the Issuer’s and that ObligorGuarantor’s obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever another Obligor does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (cii) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it such Finance Party incurs as a result of an Obligor a Guarantor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 3 if the amount claimed had been recoverable on the basis of a guarantee. (b) Each Guarantor confirms that it has been provided with copies of each Finance Document and acknowledges the terms of which it shall be guaranteeing.

Appears in 1 contract

Sources: Guarantee Agreement

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees to each Finance Party punctual performance by each other Obligor the Borrower of all that ObligorBorrower’s obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever another Obligor the Borrower does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor the Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 16 if the amount claimed had been recoverable on the basis of a guarantee.

Appears in 1 contract

Sources: Bridge Loan Facility Agreement (Lifezone Metals LTD)

GUARANTEE AND INDEMNITY. Each Guarantor The Company irrevocably and unconditionally jointly and severallyunconditionally: (a) guarantees guarantees, as primary obligor and not merely as surety, to each Finance Party punctual performance by each other Obligor Borrower of all that ObligorBorrower’s obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever another Obligor a Borrower does not pay any amount when due under or in connection with any Finance Document, that Guarantor the Company shall immediately on demand pay that amount as if it was the principal obligor; and (c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor a Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor the Company under this indemnity will not exceed the amount it would have had to pay under this Clause 19 18 if the amount claimed had been recoverable on the basis of a guarantee.

Appears in 1 contract

Sources: Facility Agreement (Aon Corp)

GUARANTEE AND INDEMNITY. Each The Guarantor irrevocably and unconditionally jointly and severallyunconditionally: (a) guarantees to each Finance Party due and punctual performance by each other Obligor Borrower of all that Obligor’s Borrower's obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever another Obligor a Borrower does not pay any amount when due under or in connection with any Finance Document, that the Guarantor shall immediately on demand by the Facility Agent pay that amount as if it was were the principal obligor; and (c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand by the Facility Agent against any cost, loss or liability it incurs as a result of an Obligor a Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a the Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 17 (Guarantee and Indemnity) if the amount claimed had been recoverable on the basis of a guarantee.

Appears in 1 contract

Sources: Term Loan Facility Agreement (Icon Energy Corp)

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably 18.1 Guarantee and unconditionally jointly and severally:indemnity (a) guarantees guarantees, as primary obligor and not merely as surety, to each Finance Party punctual performance by each other Obligor Borrower of all that ObligorBorrower’s obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever another Obligor a Borrower does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor a Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 18 if the amount claimed had been recoverable on the basis of a guarantee.

Appears in 1 contract

Sources: Facility Agreement (Aon Corp)

GUARANTEE AND INDEMNITY. Each Guarantor Debtor irrevocably and unconditionally jointly and severally: (a) guarantees to each Finance Guarantee Party punctual performance by each other Obligor Debtor of all that ObligorDebtor’s obligations under the Finance DocumentsGuarantee Agreements; (b) undertakes with each Finance Guarantee Party that whenever another Obligor Debtor does not pay any amount when due (allowing for any applicable grace period) under or in connection with any Finance DocumentGuarantee Agreement, that Guarantor Debtor shall immediately on demand pay that amount as if it was the principal obligor; and (c) agrees with each Finance Guarantee Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Guarantee Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor a Debtor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document Guarantee Agreement on the date when it would have been due. The amount payable by a Guarantor Debtor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 27 if the amount claimed had been recoverable on the basis of a guarantee.

Appears in 1 contract

Sources: Intercreditor Agreement (Paysafe LTD)

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees to each Finance Party punctual performance by each other Obligor the Borrower of all that Obligor’s its obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever another Obligor the Borrower does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor the Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 18 if the amount claimed had been recoverable on the basis of a guarantee.

Appears in 1 contract

Sources: Multicurrency Revolving Facility Agreement (H Lundbeck a S)

GUARANTEE AND INDEMNITY. Each The Guarantor absolutely, irrevocably and unconditionally jointly and severallyunconditionally: (a) guarantees to each Finance Secured Party punctual performance by each other Obligor Borrower of all that ObligorBorrower’s obligations under the Finance Documents; (b) undertakes with each Finance Secured Party that whenever another Obligor a Borrower does not pay any amount when due under or in connection with any Finance Document, that the Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (c) agrees with each Finance Secured Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Secured Party immediately on demand against any cost, loss or liability Loss it incurs as a result of an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, or any operation of law have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a the Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 17 if the amount claimed had been recoverable on the basis of a guarantee.

Appears in 1 contract

Sources: Facility Agreement (Danaos Corp)

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees to each Finance Party punctual performance by each other Obligor the Borrower of all that Obligor’s the Borrower's obligations under the Finance DocumentsDocuments and the Hedging Agreements; (b) undertakes with each Finance Party that whenever another Obligor the Borrower does not pay any amount when due under or in connection with any Finance DocumentDocument or any Hedging Agreement, that Guarantor shall immediately on demand pay that amount as if it was were the principal obligor; and (c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor a Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 17 if the amount claimed had been recoverable on the basis of a guarantee.

Appears in 1 contract

Sources: Facility Agreement (Diana Containerships Inc.)

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees to each Finance Party punctual performance by each other Obligor of all that Obligor’s obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever another an Obligor does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 15 if the amount claimed had been recoverable on the basis of a guarantee.

Appears in 1 contract

Sources: Facility Agreement (Ozon Holdings PLC)

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably 17.1 Guarantee and unconditionally jointly and severally:indemnity (a) guarantees to each Finance Party punctual performance by each other Obligor the Borrower of all that Obligor’s the Borrower's obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever another Obligor the Borrower does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor the Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 17 if the amount claimed had been recoverable on the basis of a guarantee.

Appears in 1 contract

Sources: Bridge Facility Agreement

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees to each Finance Party punctual performance by each other Obligor the Borrower of all that Obligorthe Borrower’s obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever another Obligor the Borrower does not pay any amount when due under or in connection with any Finance Document, that Guarantor the Guarantors shall immediately on demand pay that amount as if it was the principal obligor; and (c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, illegal it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor the Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 if the amount claimed had been recoverable on the basis of a guarantee.

Appears in 1 contract

Sources: Senior Reserve Base Lending Facility Agreement (Fx Energy Inc)

GUARANTEE AND INDEMNITY. Each The Guarantor irrevocably and unconditionally jointly and severallyunconditionally: (a) guarantees as primary obligor and not merely as surety to each Finance Party punctual performance by each other Obligor of all that other Obligor’s obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever another any other Obligor does not pay any amount when due under or in connection with any Finance Document, that the Guarantor shall immediately on within five (5) Business Days from the date of its receipt of a written demand from the Security Agent, pay that amount as if it was the principal obligor; and (c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on within five (5) Business Days from the date of its receipt of a written demand from the Security Agent, against any cost, loss or liability it incurs as a result of an any other Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a the Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 17 if the amount claimed had been recoverable on the basis of a guarantee.

Appears in 1 contract

Sources: Facility Agreement (First Solar, Inc.)

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably and unconditionally jointly and severally:severally by way of an independent guarantee (onafhankelijke garantie): (a) guarantees to each Finance Party punctual performance by each other Obligor Borrower of all that Obligor’s Borrower's obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever another Obligor a Borrower does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, illegal it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor a Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 clause 20 if the amount claimed had been recoverable on the basis of a guarantee.

Appears in 1 contract

Sources: Multipurpose Facilities Agreement (SunOpta Inc.)

GUARANTEE AND INDEMNITY. Each The Guarantor irrevocably and unconditionally jointly and severallyunconditionally: (a) guarantees to each Finance Party punctual performance by each other Obligor of all that Obligor’s obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever another Obligor does not pay any amount when due under or in connection with any Finance Document, that the Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 22 if the amount claimed had been recoverable on the basis of a guarantee.

Appears in 1 contract

Sources: Revolving Facilities Agreement (Molson Coors Brewing Co)

GUARANTEE AND INDEMNITY. Each The Guarantor irrevocably and unconditionally jointly and severallyunconditionally: (a) guarantees to each Finance Party punctual performance by each other Obligor Borrower of all that ObligorBorrower’s obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever another Obligor a Borrower does not pay any amount when due under or in connection with any Finance Document, that the Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor a Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a the Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 18 if the amount claimed had been recoverable on the basis of a guarantee.

Appears in 1 contract

Sources: Multicurrency Revolving Credit Agreement (Abb LTD)

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably and unconditionally jointly and severallyunconditionally: (a) guarantees to each Finance Party punctual performance by each other Transaction Obligor of all that Transaction Obligor’s 's obligations under the Finance DocumentsDocuments to which it is a party; (b) undertakes with each Finance Party that whenever another a Transaction Obligor does not pay any amount when due under or in connection with any Finance Document, that Guarantor it shall immediately on demand pay that amount as if it was the principal obligor; and (c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of an a Transaction Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor it under this indemnity will not exceed the amount it would have had to pay under this Clause 19 17 if the amount claimed had been recoverable on the basis of a guarantee.

Appears in 1 contract

Sources: Facility Agreement (Advanced Technology (Cayman) LTD)

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees to each Finance Secured Party punctual performance by each other Obligor of all that Obligor’s 's obligations under the Finance Secured Documents; (b) undertakes with each Finance Secured Party that whenever another Obligor does not pay any amount when due under or in connection with any Finance Secured Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (c) agrees with each Finance Secured Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Secured Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Secured Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 if the amount claimed had been recoverable on the basis of a guarantee.

Appears in 1 contract

Sources: Mgo Facility Agreement

GUARANTEE AND INDEMNITY. 22.1 Guarantee and indemnity Each Guarantor irrevocably and unconditionally jointly and severally: (a) 22.1.1 guarantees to each Finance Party punctual performance by each other Obligor of all that other Obligor’s obligations under the Finance Documents; (b) 22.1.2 undertakes with each Finance Party that whenever another an Obligor does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (c) 22.1.3 agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor a Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 22 (Guarantee and indemnity) if the amount claimed had been recoverable on the basis of a guarantee.

Appears in 1 contract

Sources: Junior Credit Agreement (Endeavour International Corp)

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees to each Finance Party punctual performance by each other Obligor of all that Obligor’s obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever another Obligor does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 ‎‎21 if the amount claimed had been recoverable on the basis of a guarantee.

Appears in 1 contract

Sources: Notes Purchase Agreement (Membership Collective Group Inc.)

GUARANTEE AND INDEMNITY. 19.1 Each Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees to each Finance Party punctual performance by each other Obligor Borrower of all that ObligorBorrower’s obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever another Obligor a Borrower does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor a Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause clause 19 if the amount claimed had been recoverable on the basis of a guarantee.

Appears in 1 contract

Sources: Revolving Credit Facility Agreement (Enstar Group LTD)

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably and unconditionally jointly and severallyunconditionally: (a) guarantees to each Finance Party punctual performance by each other Obligor Borrower of all that such other Transaction Obligor’s obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever another Obligor a Borrower does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was were the principal obligor; and (c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor a Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 16 (Guarantee and Indemnity) if the amount claimed had been recoverable on the basis of a guarantee.

Appears in 1 contract

Sources: Term Loan Facility (Global Ship Lease, Inc.)

GUARANTEE AND INDEMNITY. Each Guarantor of the Guarantors irrevocably and unconditionally jointly and severallyunconditionally: (a) guarantees to each Finance Party punctual performance by each other Obligor of all that Obligor’s obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever another Obligor does not pay any amount when due under or in connection with any Finance Document, that Guarantor the Guarantors shall immediately on demand pay that amount as if it was they were the principal obligor; and (c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor (other than the Guarantors) not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor the Guarantors under this indemnity will not exceed the amount it would have had to pay under this Clause 19 18 if the amount claimed had been recoverable on the basis of a guarantee.

Appears in 1 contract

Sources: Facility Agreement (Navios Maritime Partners L.P.)

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably and unconditionally jointly and severallyunconditionally: (a) jointly and severally guarantees to each Finance Party punctual performance by each other Obligor of all that Obligor’s 's obligations under the Finance Documents; (b) jointly and severally undertakes with each Finance Party that whenever another Obligor does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (c) jointly and severally (or in the case of a Canadian Obligor, severally and not jointly and severally) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 clause 22 if the amount claimed had been recoverable on the basis of a guarantee.. 10-16526587-2\13845-2639 95

Appears in 1 contract

Sources: Senior Facilities Agreement (Luxfer Holdings PLC)

GUARANTEE AND INDEMNITY. Each Corporate Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees to each Finance Party the Lender punctual performance by each other Obligor the Borrower of all that ObligorSecurity Party’s obligations under the Finance Documents; (b) undertakes with each Finance Party the Lender that whenever another Obligor the Borrower does not pay any amount when due under or in connection with any Finance Document, that Corporate Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (c) agrees with each Finance Party the Lender that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party the Lender immediately on demand against any cost, loss or liability it incurs as a result of an Obligor the Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 28 (Guarantee and Indemnity) if the amount claimed had been recoverable on the basis of a guarantee.

Appears in 1 contract

Sources: Loan Agreement (Toro Corp.)

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees to each Finance Party punctual performance by each other Obligor of all that Obligor’s 's obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever another Obligor does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 clause 17 if the amount claimed had been recoverable on the basis of a guarantee.

Appears in 1 contract

Sources: Secured Revolving Facility Agreement (Klondex Mines LTD)

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees to each Finance Party punctual performance by each other Obligor the Borrower of all that Obligorthe Borrower’s obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever another Obligor the Borrower does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, for any reason whatsoever, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor the Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 18 if the amount claimed had been recoverable on the basis of a guarantee.

Appears in 1 contract

Sources: Revolving Credit Facility Agreement (Central European Media Enterprises LTD)