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 Borrower of all that Borrower's obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever 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) indemnifies each Finance Party immediately on demand against any cost, loss or liability suffered by that Finance Party if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount which that Finance Party would otherwise have been entitled to recover.

Appears in 4 contracts

Sources: Revolving Credit Facility (Gatos Silver, Inc.), Revolving Credit Facility (Gatos Silver, Inc.), Secured Facilities Agreement (Solutia Inc)

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees to each Finance Party punctual performance by each Borrower of all that Borrower's ’s obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever 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) indemnifies each Finance Party immediately on demand against any cost, loss or liability suffered by that Finance Party if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount which that Finance Party would otherwise have been entitled to recover.

Appears in 4 contracts

Sources: Multicurrency Revolving Facility Agreement (Reuters Group PLC /Adr/), Facility Agreement (Cookson Group PLC), Facilities Agreement (Signet Jewelers LTD)

GUARANTEE AND INDEMNITY. Each Guarantor jointly and severally (and in the case of Louisiana solidarily) and irrevocably and unconditionally jointly and severallyunconditionally: (a) guarantees to each Finance Party punctual performance by each Borrower Obligor of all that Borrower's its payment obligations under the Finance Documents; (b) undertakes with each Finance Party that that, whenever a Borrower an Obligor 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 obligor; and (c) indemnifies each Finance Party immediately on demand against any cost, loss or liability suffered by that Finance Party if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal. The ; the amount of the cost, loss or liability shall under this indemnity will be equal to the amount which that the Finance Party would otherwise have been entitled to recover.

Appears in 3 contracts

Sources: Supplemental Agreement (Enodis PLC), Credit Facility Agreement (Enodis PLC), Credit Facilities Agreement (Enodis PLC)

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees to each Finance Party punctual performance by each Borrower of all that Borrower's ’s obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever a 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 the principal obligor; and (c) indemnifies each Finance Party immediately on demand against any cost, loss or liability suffered by that Finance Party if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount which that Finance Party would otherwise have been entitled to recover.

Appears in 3 contracts

Sources: Acquisition Facilities Agreement (Cemex Sa De Cv), Facilities Agreement (Cemex Sab De Cv), Acquisition Facilities Agreement (Cemex Sab De Cv)

GUARANTEE AND INDEMNITY. Each Guarantor The Company irrevocably and unconditionally jointly and severallyunconditionally: (a) guarantees to each Finance Party punctual performance by each Borrower of all that Borrower's its obligations under the Finance Documents; (b) undertakes with each Finance Party that that, whenever a Borrower does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall the Company must immediately on demand by the Facility Agent pay that amount as if it was were the principal obligor; and (c) indemnifies each Finance Party immediately on demand against any cost, loss or liability suffered by that Finance Party if any payment obligation guaranteed by it is or becomes unenforceable, invalid or illegal. The ; the amount of the cost, loss or liability shall under this indemnity will be equal to the amount which that the Finance Party would otherwise have been entitled to recover.

Appears in 3 contracts

Sources: Facilities Agreement (Mittal Steel Co N.V.), Facilities Agreement (Mittal Steel Co N.V.), Bridge Facility Agreement (Mittal Steel Co N.V.)

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees to each Finance Party punctual performance by each Borrower Obligor of all that Borrower's the Obligors’ obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever a Borrower 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) indemnifies each Finance Party immediately on demand against any cost, loss or liability suffered by that Finance Party if any obligation guaranteed by it (or anything which would have been an obligation if not unenforceable, invalid or illegal) is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount which that Finance Party would otherwise have been entitled to recover.

Appears in 3 contracts

Sources: Facility Agreement (WNS (Holdings) LTD), Facility Agreement (WNS (Holdings) LTD), Facility Agreement (WNS (Holdings) LTD)

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 Borrower of all that Borrower's obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever 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) indemnifies each Finance Party immediately on demand against any cost, loss or liability suffered by that Finance Party if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount which that Finance Party would otherwise have been entitled to recover.

Appears in 3 contracts

Sources: Syndicated Revolving Credit Agreement (Koninklijke KPN N V), Syndicated Revolving Credit Agreement (Koninklijke KPN N V), Syndicated Revolving Credit Agreement (Koninklijke KPN N V)

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably 25.1 Guarantee and unconditionally jointly and severally:indemnity (aA) guarantees to each Finance Party punctual performance by each Borrower of all that Borrower's obligations under the Finance Documents; (bB) undertakes with each Finance Party that whenever 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 (cC) indemnifies will, as an independent and primary obligation, indemnify each Finance Party immediately on demand against any cost, loss or liability suffered by that Finance Party if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount which that Finance Party would otherwise have been entitled to recover.

Appears in 3 contracts

Sources: Loan Agreement (Kosmos Energy Ltd.), Loan Agreement (Kosmos Energy Ltd.), Loan Agreement (Kosmos Energy Ltd.)

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees to each Finance Party punctual performance by each the Borrower of all that the Borrower's ’s obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever a 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) indemnifies each Finance Party immediately on demand against any cost, loss or liability suffered by that Finance Party if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount which that Finance Party would otherwise have been entitled to recover.

Appears in 2 contracts

Sources: Facility Agreement (Smithfield Foods Inc), Credit Agreement (Smithfield Foods Inc)

GUARANTEE AND INDEMNITY. Each The Guarantor irrevocably and unconditionally jointly and severallyunconditionally: (a) guarantees to each Finance Party punctual performance by each the Borrower of all that the Borrower's ’s obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever a 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 the principal obligor; and (c) indemnifies each Finance Party immediately on demand against any cost, loss or liability suffered by that Finance Party if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount which that Finance Party would otherwise have been entitled to recover.

Appears in 2 contracts

Sources: Pre Export Finance Agreement (Votorantim Pulp & Paper Inc), Pre Export Finance Agreement (Votorantim Pulp & Paper Inc)

GUARANTEE AND INDEMNITY. 18.1 Guarantee and indemnity Each Guarantor jointly and severally irrevocably and unconditionally jointly and severallyunconditionally: (a) guarantees to each Finance Party punctual performance by each Borrower of all that Borrower's its obligations under the Finance Documents; (b) undertakes with each Finance Party that that, whenever a Borrower 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) indemnifies each Finance Party immediately on demand against any cost, loss or liability suffered by that Finance Party if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal. The ; the amount of the cost, loss or liability shall under this indemnity will be equal to the amount which that the Finance Party would otherwise have been entitled to recover.

Appears in 2 contracts

Sources: Finance Agreement, Credit Facilities Agreement (Imperial Tobacco Group PLC)

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably of the Guarantors irrevocably, unconditionally and unconditionally jointly and severally: (a) as principal obligor guarantees to each Finance Party punctual performance by each the Borrower of all that Borrower's its obligations under the Finance Documents; (b) undertakes with each Finance Party that that, whenever a the Borrower does not pay any amount when due under or in connection with any Finance Document, that such Guarantor shall must immediately on demand by the Facility Agent pay that amount as if it was they were the principal obligor; and (c) indemnifies each Finance Party immediately on demand against any cost, loss or liability suffered by that Finance Party (i) if any obligation guaranteed by it is or becomes unenforceable, invalid or illegalillegal or (ii) by operation of law. The amount of the cost, loss or liability shall under this indemnity will be equal to the amount which that Finance Party would otherwise have been entitled to recover.

Appears in 2 contracts

Sources: Revolving Credit Facility (Quintana Maritime LTD), Credit Facility Agreement (Quintana Maritime LTD)

GUARANTEE AND INDEMNITY. Each The Guarantor irrevocably and unconditionally jointly and severallyunconditionally: (a) guarantees to each Finance Party punctual performance by each Borrower Obligor of all that BorrowerObligor's obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever a Borrower an 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) indemnifies each Finance Party immediately on demand against any cost, loss or liability suffered by that Finance Party if any obligation guaranteed by it (or anything which would have been an obligation if not unenforceable, invalid or illegal) is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount which that Finance Party would otherwise have been entitled to recover.

Appears in 2 contracts

Sources: Facility Agreement (Seanergy Maritime Holdings Corp.), Facility Agreement (Seanergy Maritime Holdings Corp.)

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees to each Finance Party punctual performance by each the Borrower of all that the Borrower's ’s obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever a 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) indemnifies each Finance Party immediately on demand against any cost, loss or liability suffered by that Finance Party if any obligation guaranteed by it (or anything which would have been an obligation if not unenforceable, invalid or illegal) is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount which that Finance Party would otherwise have been entitled to recover.

Appears in 2 contracts

Sources: Subscription Agreement (WMC Resources Inc), Subscription Agreement (WMC Resources Inc)

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees to each Finance Party punctual performance by each Borrower of all that Borrower's payment obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever 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) indemnifies each Finance Party immediately on demand against any cost, loss or liability suffered by that Finance Party if any payment obligation guaranteed by it is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount which that Finance Party would otherwise have been entitled to recover.

Appears in 2 contracts

Sources: Facility Agreement (Intercontinental Hotels Group PLC /New/), Facility Agreement (Mitchells & Butlers PLC)

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees to each Finance Party punctual performance by each Borrower of all that Borrower's obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever 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) indemnifies each Finance Party immediately on demand against any cost, loss or liability suffered by that each Finance Party if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount which that each Finance Party would otherwise have been entitled to recover.

Appears in 2 contracts

Sources: Facility Agreement (Salton Inc), Facility Agreement (Salton Inc)

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees to each Finance Party punctual performance by each Borrower of all that Borrower's ’s payment obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever 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) indemnifies each Finance Party immediately on demand against any cost, loss or liability suffered by that Finance Party if any payment obligation guaranteed by it is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount which that Finance Party would otherwise have been entitled to recover.

Appears in 2 contracts

Sources: Facility Agreement (Intercontinental Hotels Group PLC /New/), Facility Agreement (Intercontinental Hotels Group PLC /New/)

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 Borrower of all that Borrower's its payment obligations under the Finance Documents; (b) undertakes with each Finance Party that that, whenever 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 obligor; and (c) indemnifies each Finance Party immediately on demand against any cost, loss or liability suffered by that Finance Party if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal. The ; the amount of the cost, loss or liability shall under this indemnity will be equal to the amount which that the Finance Party would otherwise have been entitled to recover.

Appears in 2 contracts

Sources: Supplemental Agreement (Centex Development Co Lp), Credit Agreement (Centex Corp)

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees to each Finance Party punctual performance by each the Borrower of all that Borrower's of its obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever a 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) indemnifies each Finance Party immediately on demand against any cost, loss or liability suffered by that Finance Party (a) if any obligation guaranteed by it is or becomes unenforceable, invalid or illegalillegal or (b) by operation of law. The amount of the cost, loss or liability shall be equal to the amount which that Finance Party would otherwise have been entitled to recover.

Appears in 1 contract

Sources: Amendment Agreement (Citigroup Inc)

GUARANTEE AND INDEMNITY. Each The Guarantor irrevocably and unconditionally jointly and severallyunconditionally: (a) guarantees to each Finance Party punctual performance by each the Borrower of all that Borrower's its payment obligations under the Finance Documents; (b) undertakes with each Finance Party that that, whenever a the Borrower does not pay any amount when due under or in connection with any Finance Document, that the Guarantor shall must immediately on demand by the Facility Agent pay that amount as if it was were the principal obligor; and (c) indemnifies each Finance Party immediately on demand against any cost, loss or liability suffered by that Finance Party if any payment obligation guaranteed by it is or becomes unenforceable, invalid or illegal. The ; the amount of the cost, loss or liability shall under this indemnity will be equal to the amount which that the Finance Party would otherwise have been entitled to recover.

Appears in 1 contract

Sources: Credit Facility Agreement (Centex Corp)

GUARANTEE AND INDEMNITY. Each 15.1 Guarantee and indemnity The Guarantor irrevocably and unconditionally jointly and severallyunconditionally: (a) guarantees to each Finance Party punctual performance by each Borrower the Company of all that Borrower's of the Company’s obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever a Borrower the Company does not pay any amount when due under or in connection with any Finance Document, that Guarantor it shall immediately on demand by the Facility Agent pay that amount as if it was the principal obligor; and (c) indemnifies each Finance Party immediately on demand against any cost, loss or liability suffered by that Finance Party if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount which that Finance Party would otherwise have been entitled to recover.

Appears in 1 contract

Sources: Loan Facility Agreement (Evraz Group S.A.)

GUARANTEE AND INDEMNITY. 18.1 Guarantee and indemnity Each Guarantor jointly and severally irrevocably and unconditionally jointly and severallyunconditionally: (a) guarantees to each Finance Party punctual performance by each the Borrower of all that Borrower's its obligations under the Finance Documents; (b) undertakes with each Finance Party that that, whenever a the Borrower 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) indemnifies each Finance Party immediately on demand against any cost, loss or liability suffered by that Finance Party if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal. The ; the amount of the cost, loss or liability shall under this indemnity will be equal to the amount which that the Finance Party would otherwise have been entitled to recover.

Appears in 1 contract

Sources: Subordinated Equity Bridge Credit Facilities (Imperial Tobacco Group PLC)

GUARANTEE AND INDEMNITY. Each Guarantor 17.1 Guarantee and indemnity The Company irrevocably and unconditionally jointly and severallyunconditionally: (a) guarantees to each Finance Party punctual performance by each Borrower of all that Borrower's its payment obligations under the Finance Documents; (b) undertakes with each Finance Party that that, whenever a Borrower does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall the Company must immediately on demand by the Facility Agent pay that amount as if it was were the principal obligor; and (c) indemnifies each Finance Party immediately on demand against any cost, loss or liability suffered by that Finance Party if any payment obligation guaranteed by it is or becomes unenforceable, invalid or illegal. The ; the amount of the cost, loss or liability shall under this indemnity will be equal to the amount which that the Finance Party would otherwise have been entitled to recover.

Appears in 1 contract

Sources: Multicurrency Revolving Credit and Guarantee Facility (Rhodia)

GUARANTEE AND INDEMNITY. Each The Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees to each Finance Party punctual performance by each the Borrower of all that the Borrower's ’s obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever a 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) indemnifies each Finance Party immediately on demand against any cost, loss or liability suffered by that Finance Party if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount which that Finance Party would otherwise have been entitled to recover.

Appears in 1 contract

Sources: Facility Agreement (Reckitt Benckiser 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 Borrower the Company of all that Borrower's its obligations under the Finance Documents; (b) undertakes with each Finance Party that that, whenever a Borrower 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 obligor; and (c) indemnifies each Finance Party immediately on demand against any cost, loss or liability suffered by that Finance Party if any payment obligation guaranteed by it is or becomes unenforceable, invalid or illegal. The ; the amount of the cost, loss or liability shall under this indemnity will be equal to the amount which that the Finance Party would otherwise have been entitled to recover.

Appears in 1 contract

Sources: Credit Facility Agreement (Telesystem International Wireless Inc)

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees to each Finance Party punctual performance by each the Senior Borrower of all that Borrower's of its payment obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever a the Senior 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) indemnifies each Finance Party immediately on demand against any cost, loss or liability suffered by that Finance Party if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount which that Finance Party would otherwise have been entitled to recover.

Appears in 1 contract

Sources: Senior Facilities Agreement (Central European Distribution Corp)

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 Borrower of all that Borrower's obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever a 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 the principal obligor; and (c) indemnifies each Finance Party immediately on demand against any cost, loss or liability suffered by that Finance Party if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount which that Finance Party would otherwise have been entitled to recover.

Appears in 1 contract

Sources: Facilities Agreement (Cemex Sa De Cv)

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably and unconditionally jointly and severally: (aA) guarantees to each Finance Party punctual performance by each Borrower of all that Borrower's obligations under the Finance Documents; (bB) undertakes with each Finance Party that whenever 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 (cC) indemnifies each Finance Party immediately on demand against any cost, loss or liability suffered by that Finance Party if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount which that Finance Party would otherwise have been entitled to recover.

Appears in 1 contract

Sources: Term Facilities Agreement (Shire PLC)

GUARANTEE AND INDEMNITY. Each The Guarantor irrevocably and unconditionally jointly and severallyunconditionally: (a) guarantees to each Finance Party punctual performance by each the Borrower of all that the Borrower's obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever a 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) indemnifies each Finance Party immediately on first demand against any cost, loss or liability suffered by that Finance Party if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount which that Finance Party would otherwise have been entitled to recover.

Appears in 1 contract

Sources: Multicurrency Revolving Credit and Guarantee Facility Agreement (Acergy S.A.)

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably and unconditionally jointly and severally: (a) 19.1.1 guarantees to each Finance Party punctual performance by each Borrower other Obligor of all that Borrower's other Obligor’s obligations under the Finance Documents; (b) 19.1.2 undertakes with each Finance Party that whenever a Borrower 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) 19.1.3 indemnifies each Finance Party immediately on demand against any cost, loss or liability suffered by that Finance Party if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount which that Finance Party would otherwise have been entitled to recover.

Appears in 1 contract

Sources: Secured Revolving Loan and Letter of Credit Facility Agreement (Endeavour International Corp)

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably 17.1 Guarantee and unconditionally jointly and severally:indemnity (a) guarantees to each Finance Party due and punctual performance by each Borrower Obligor of all that Borrower's its obligations under the Finance Documents; (b) undertakes with each Finance Party that that, whenever a Borrower an Obligor 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) indemnifies each Finance Party immediately on demand against any cost, loss or liability suffered by that Finance Party if any obligation expressed to be guaranteed by it is or becomes unenforceable, invalid or illegal. The ; the amount of the cost, loss or liability shall under this indemnity will be equal to the amount which that the Finance Party would otherwise have been entitled to recover.

Appears in 1 contract

Sources: Credit Facilities Agreement (Viasystems Inc)

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees to each Finance Party the punctual performance payment by each Borrower of all that Borrower's obligations under the Finance DocumentsGuaranteed Amounts; (b) undertakes with each Finance Party that whenever a Borrower does not pay any amount of the Guaranteed Amounts when due under or in connection with any Finance Financing Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (c) indemnifies each Finance Party immediately on demand against any cost, loss or liability suffered by that Finance Party if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount which that Finance Party would otherwise have been entitled to recover.

Appears in 1 contract

Sources: Credit Agreement (Reh Mergersub Inc)

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 Borrower of all that Borrower's its payment obligations under the Finance Documents;; 33 30 (b) undertakes with each Finance Party that that, whenever 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 obligor; and (c) indemnifies each Finance Party immediately on demand against any cost, loss or liability suffered by that Finance Party if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal. The ; the amount of the cost, loss or liability shall under this indemnity will be equal to the amount which that the Finance Party would otherwise have been entitled to recover.

Appears in 1 contract

Sources: Partnership Agreement (Centex Development Co Lp)

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees to each Finance Party punctual performance by each Borrower of all that Borrower's ’s obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever 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) indemnifies each Finance Party immediately on demand against any cost, loss or liability suffered by that Finance Party if any obligation guaranteed by it (or anything which would have been an obligation guaranteed by it if not unenforceable, invalid or illegal) is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount which that Finance Party would otherwise have been entitled to recover.

Appears in 1 contract

Sources: Facility Agreement (Mayne Group LTD)

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees to each Finance Party punctual performance by each the Borrower of all that Borrower's its obligations under the Finance Documents; (b) undertakes with each Finance Party Party, subject to the terms of the Intercreditor Agreement, that whenever a the Borrower does not pay any amount when due under or in connection with any Finance Document, that such Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (c) indemnifies each Finance Party immediately on demand against any cost, loss or liability suffered by that such Finance Party if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount which that such Finance Party would otherwise have been entitled to recover.

Appears in 1 contract

Sources: Term Facility Agreement (CGG Veritas)

GUARANTEE AND INDEMNITY. Each The Guarantor irrevocably and unconditionally jointly and severallyunconditionally: (a) guarantees to each Finance Party punctual performance by each Borrower other Obligor of all that Borrower's its obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever a Borrower an 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) indemnifies each Finance Party immediately on demand against any cost, loss or liability suffered by that Finance Party if any obligation guaranteed by it (or anything which would have been an obligation if not unenforceable, invalid or illegal) is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount which that Finance Party would otherwise have been entitled to recover.

Appears in 1 contract

Sources: Facility Agreement (Opto Circuits (India) LTD)

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees to each Finance Party punctual performance by each the Borrower of all that the Borrower's ’s obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever a 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) indemnifies each Finance Party immediately on demand against any cost, loss or liability (subject to the next sentence) suffered by that Finance Party if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount which that Finance Party would otherwise have been entitled to recover.

Appears in 1 contract

Sources: Facility Agreement (Las Vegas Sands Corp)

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 Borrower (other than itself) of all that Borrower's ’s obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever a Borrower does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on first demand pay that amount as if it was the principal obligor; and (c) indemnifies each Finance Party immediately on demand against any cost, loss or liability suffered by that Finance Party if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount which that Finance Party would otherwise have been entitled to recover.

Appears in 1 contract

Sources: Senior Revolving Credit Facility Agreement (Logitech International Sa)

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably and unconditionally jointly and severally: (aA) guarantees to each Finance Party punctual performance by each Borrower of all that Borrower's ’s obligations under the Finance Documents; (bB) undertakes with each Finance Party that whenever 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 (cC) indemnifies each Finance Party immediately on demand against any cost, loss or liability suffered by that Finance Party if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount which that Finance Party would otherwise have been entitled to recover.

Appears in 1 contract

Sources: Common Terms Agreement (Kosmos Energy Ltd.)

GUARANTEE AND INDEMNITY. Each The Guarantor hereby irrevocably and unconditionally (jointly and severally:severally with any other Guarantors): (a) guarantees to each Finance Party due and punctual performance by each the Borrower of all that Borrower's its obligations under the Finance DocumentsDocuments to which it is a party; (b) undertakes with each Finance Party that whenever a 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) indemnifies each Finance Party immediately on demand against any cost, loss or liability suffered by that Finance Party if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount which that Finance Party would otherwise have been entitled to recover.

Appears in 1 contract

Sources: Facility Agreement (Partner Communications Co LTD)

GUARANTEE AND INDEMNITY. Each Guarantor as primary obligor and not merely as surety irrevocably and unconditionally jointly and severally: (a) guarantees to each Finance Party punctual performance by each Borrower of all that Borrower's ’s obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever 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) indemnifies each Finance Party immediately on demand against any cost, loss or liability suffered by that Finance Party if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount which that Finance Party would otherwise have been entitled to recover.

Appears in 1 contract

Sources: Multicurrency Revolving Facility Agreement (Wolseley PLC)

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably and unconditionally jointly and severally: (a) as principal obligor guarantees to each Finance Party punctual prompt performance by each Borrower of all that Borrower's its obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever a Borrower does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately forthwith on demand by an Agent pay that amount as if it was that Guarantor instead of the Borrower were expressed to be the principal obligor; and (c) indemnifies each Finance Party immediately on demand against any cost, loss or liability suffered by that Finance Party it if any obligation guaranteed by it that Guarantor is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount which that Finance Party would otherwise have been entitled to recover.

Appears in 1 contract

Sources: Facilities Agreement (Autoliv Inc)

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees to each Finance Party punctual performance by each the Borrower of all that the Borrower's ’s obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever a 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 the amount so demanded as if it was the principal obligor; and (c) as an independent and primary obligation, indemnifies each Finance Party immediately on demand against any cost, loss or liability suffered by that Finance Party (i) if any obligation guaranteed by it is or becomes unenforceable, invalid or illegalillegal or (ii) by operation of law. The amount of the cost, loss or liability shall be equal to the amount which that Finance Party would otherwise have been entitled to recover.

Appears in 1 contract

Sources: Term Loan Facility Agreement (Sappi LTD)

GUARANTEE AND INDEMNITY. Each Guarantor as primary obligor and not merely as surety irrevocably and unconditionally jointly and severally: (a) guarantees to each Finance Party punctual performance by each the Borrower of all that the Borrower's obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever a 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) indemnifies each Finance Party immediately on demand against any cost, loss or liability suffered by that Finance Party if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount which that Finance Party would otherwise have been entitled to recover.

Appears in 1 contract

Sources: Multicurrency Revolving Facility Agreement (Wolseley PLC)

GUARANTEE AND INDEMNITY. Each Guarantor jointly and severally and irrevocably and unconditionally jointly and severallyunconditionally: (a) guarantees to each Finance Party due and punctual performance by each Borrower Obligor of all that Borrower's its obligations under the Finance Documents; (b) undertakes with each Finance Party that that, whenever a Borrower an Obligor 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 such amount; and (c) indemnifies each Finance Party immediately on demand against any cost, loss or liability suffered by that Finance Party if any payment obligation expressed to be guaranteed by it is or becomes unenforceable, invalid or illegal. The ; the amount of the cost, loss or liability shall under this indemnity will be equal to the amount which that the Finance Party would otherwise have been entitled to recover.

Appears in 1 contract

Sources: Credit Facilities Agreement (Hungarian Telephone & Cable Corp)

GUARANTEE AND INDEMNITY. Each Guarantor The Parent irrevocably and unconditionally jointly and severally:(except as provided in this Clause): (a) guarantees to each Finance Party punctual performance by each Borrower the Company of all that Borrower's its payment obligations under the Finance Documents; (b) undertakes with each Finance Party that that, whenever a Borrower the Company does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall the Parent must immediately on demand by the Facility Agent pay that amount as if it was were the principal obligor; and (c) indemnifies each Finance Party immediately on demand against any cost, loss or liability suffered by that Finance Party if any payment obligation guaranteed by it is or becomes unenforceable, invalid or illegal. The ; the amount of the cost, loss or liability shall under this indemnity will be equal to the amount which that the Finance Party would otherwise have been entitled to recover.

Appears in 1 contract

Sources: Facilities Agreement (Preem Holdings Ab Publ)

GUARANTEE AND INDEMNITY. Each The Guarantor irrevocably hereby unconditionally and unconditionally jointly and severallyirrevocably: (a) guarantees to each the Agent and the Finance Party Parties punctual performance by each Borrower of all that Borrower's ’s obligations under the Finance Documents; (b) undertakes with each the Agent and the Finance Party Parties that whenever a Borrower does not pay any amount when due under or in connection with any Finance Document, that Guarantor it shall immediately on demand from the Agent pay that amount as if it was they were the principal obligor; and (c) indemnifies each Finance Party immediately on demand against any cost, loss or liability suffered by that Finance Party if any obligation guaranteed by it them is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount which that Finance Party would otherwise have been entitled to recover.

Appears in 1 contract

Sources: Senior Secured Post Delivery Term Loan Facility Agreement (Knightsbridge Shipping LTD)

GUARANTEE AND INDEMNITY. 15.1 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 Borrower the Company of all that Borrower's its payment obligations under the Finance Documents; (b) undertakes with each Finance Party that that, whenever a Borrower 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 obligor; and (c) indemnifies each Finance Party immediately on demand against any cost, loss or liability suffered by that Finance Party if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal. The ; the amount of the cost, loss or liability shall under this indemnity will be equal to the amount which that the Finance Party would otherwise have been entitled to recover.

Appears in 1 contract

Sources: Credit Facility Agreement (Halliburton Co)

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees as primary obligor and not merely as surety to each Finance Party punctual performance by each Borrower other Obligor of all that BorrowerObligor's obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever a Borrower 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) indemnifies each Finance Party immediately on demand against any cost, loss or liability suffered by that Finance Party if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount which that Finance Party would otherwise have been entitled to recover.

Appears in 1 contract

Sources: Mezzanine Facility Agreement (NDS Group PLC)

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees to each Finance Party punctual performance by each Borrower of all that Borrower's ’s obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever 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) indemnifies each Finance Party immediately on demand against any cost, loss or liability suffered by that Finance Party if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount which that Finance Party would otherwise have been entitled to recover.

Appears in 1 contract

Sources: Syndicated Revolving Credit Agreement (Ibasis Inc)

GUARANTEE AND INDEMNITY. Each 20.1 Guarantee and indemnity The Guarantor irrevocably and unconditionally jointly and severallyunconditionally: (a) 20.1.1 guarantees to each Finance Party punctual performance by each the Borrower of all that the Borrower's obligations under the Finance Documents; (b) 20.1.2 undertakes with each Finance Party that whenever a 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) 20.1.3 indemnifies each Finance Party immediately on demand against any cost, loss or liability suffered by that Finance Party if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount which that Finance Party would otherwise have been entitled to recover.

Appears in 1 contract

Sources: Term Loan and Standby Letter of Credit Facilities (PCCW LTD)

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably and unconditionally jointly and severally: (a) 11.1.1 guarantees to each the Finance Party Parties the punctual performance by each the Borrower of all that the Borrower's ’s obligations under the Finance Documents; (b) 11.1.2 undertakes with each to the Finance Party Parties that whenever a the Borrower does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately directly on demand pay that amount as if it was the principal obligor; and (c) 11.1.3 indemnifies each the Finance Party immediately Parties directly on demand against any cost, loss or liability suffered by that the Finance Party Parties if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount which that the Finance Party Parties would otherwise have been entitled to recover.

Appears in 1 contract

Sources: Facilities Agreement (Harmony Gold Mining Co LTD)

GUARANTEE AND INDEMNITY. Each The Guarantor irrevocably and unconditionally jointly and severallyunconditionally: (a) guarantees to each Finance Party punctual performance by each the Borrower of all that the Borrower's obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever a 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) indemnifies each Finance Party immediately on demand against any cost, loss or liability suffered by that Finance Party if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount which that Finance Party would otherwise have been entitled to recover.

Appears in 1 contract

Sources: Multicurrency Revolving Facility Agreement (International Flavors & Fragrances Inc)

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably and unconditionally jointly and severally: (aA) guarantees to each Finance Party punctual performance by each Borrower of all that Borrower's ’s obligations under the Finance Documents; (bB) undertakes with each Finance Party that whenever 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 (cC) indemnifies will, as an independent and primary obligation, indemnify each Finance Party immediately on demand against any cost, loss or liability suffered by that Finance Party if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount which that Finance Party would otherwise have been entitled to recover.

Appears in 1 contract

Sources: Deed of Amendment and Restatement (Kosmos Energy Ltd.)

GUARANTEE AND INDEMNITY. 18.1 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 Borrower of all that Borrower's its payment obligations under the Finance Documents; (b) undertakes with each Finance Party that that, whenever 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 obligor; and (c) indemnifies each Finance Party immediately on demand against any cost, loss or liability suffered by that Finance Party if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal. The ; the amount of the cost, loss or liability shall under this indemnity will be equal to the amount which that the Finance Party would otherwise have been entitled to recover.

Appears in 1 contract

Sources: Credit Facility Agreement (Valentia Telecommunications)

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 the Borrower of all that Borrower's its payment obligations under the Finance Documents; (b) undertakes with each Finance Party that that, whenever a the Borrower 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 obligor; and (c) indemnifies each Finance Party immediately on demand against any cost, loss or liability suffered by that Finance Party if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal. The ; the amount of the cost, loss or liability shall under this indemnity will be equal to the amount which that the Finance Party would otherwise have been entitled to recover. In this paragraph, a reference to an OBLIGATION includes anything which would be an obligation but for its unenforceability, invalidity or illegality.

Appears in 1 contract

Sources: Credit Agreement (Galen Holdings PLC)

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 Borrower of all that Borrower's its payment obligations under the Finance Documents; (b) undertakes with each Finance Party that that, whenever 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 obligor; and (c) indemnifies each Finance Party immediately on demand against any cost, loss or liability suffered by that Finance Party if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal. The ; the amount of the cost, loss or liability shall under this indemnity will be equal to the amount which that the Finance Party would otherwise have been entitled to recover.

Appears in 1 contract

Sources: Multicurrency Credit Facilities Agreement (Alfa Laval Special Finance Ab)

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably and unconditionally jointly and severally:(to the extent permitted by applicable law): (a) guarantees to each Finance Party punctual performance by each the Borrower of all that the Borrower's ’s obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever a 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) indemnifies each Finance Party immediately on demand against any cost, loss or liability suffered by that Finance Party if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount which that Finance Party would otherwise have been entitled to recover.

Appears in 1 contract

Sources: Loan Agreement (Hanarotelecom Inc)

GUARANTEE AND INDEMNITY. Each The Guarantor irrevocably and unconditionally jointly and severallyunconditionally: (a) guarantees to each Finance Party punctual performance by each the Borrower of all that the Borrower's obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever a 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) indemnifies each Finance Party immediately on demand against any cost, loss or liability suffered by that Finance Party if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount which that Finance Party would otherwise have been entitled to recoverrecover pursuant to such obligation.

Appears in 1 contract

Sources: Facility Agreement (Central European Media Enterprises LTD)

GUARANTEE AND INDEMNITY. Each The Guarantor irrevocably and unconditionally jointly and severallyunconditionally: (a) guarantees to each Finance Party punctual performance by each the Borrower of all that the Borrower's ’s obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever a 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) indemnifies each Finance Party immediately on first demand against any cost, loss or liability suffered by that Finance Party if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount which that Finance Party would otherwise have been entitled to recover.

Appears in 1 contract

Sources: Multicurrency Guarantee Facility Agreement (Acergy S.A.)

GUARANTEE AND INDEMNITY. Each The Guarantor irrevocably and unconditionally jointly and severally:unconditionally:- (a) guarantees to each Finance Party punctual performance by each Borrower other Obligor of all that BorrowerObligor's obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever a Borrower an Obligor does not pay any amount when due under or in connection with any Expanded Finance Document, that Guarantor it shall immediately on demand pay that amount as if it was the principal obligor; and (c) indemnifies each Finance Party immediately on demand against any cost, loss or liability suffered by that Finance Party if any obligation guaranteed by it (or anything which would have been an obligation if not unenforceable, invalid or illegal) is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount which that Finance Party would otherwise have been entitled to recover.

Appears in 1 contract

Sources: Facility Agreement (Sunday Communications LTD)

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably and unconditionally jointly and severally: (ai) guarantees to each Finance Party punctual performance by each Borrower the Obligors of all that Borrower's their obligations under the Finance Documents; (bii) undertakes with each Finance Party that whenever a Borrower an Obligor does not pay any amount when due under or in connection with any Finance DocumentDocuments, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (ciii) indemnifies each Finance Party immediately on demand against any cost, loss or liability suffered by that Finance Party if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount which that Finance Party would otherwise have been entitled to recover.

Appears in 1 contract

Sources: Senior Subscription Agreement (TPG Advisors IV, 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 the Borrower of all that Borrower's of its obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever a 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) indemnifies each Finance Party immediately on demand against any cost, loss or liability suffered by that Finance Party if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount which that Finance Party would otherwise have been entitled to recover.

Appears in 1 contract

Sources: Secured Facilities Agreement (Citigroup Inc)

GUARANTEE AND INDEMNITY. Each The Guarantor irrevocably and unconditionally jointly and severallyunconditionally: (a) guarantees to each Finance Party punctual performance by each the Borrower of all that the Borrower's ’s obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever a 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) indemnifies each Finance Party immediately on demand against any cost, loss or liability suffered by that Finance Party if any obligation guaranteed by it (or anything which would have been an obligation if not unenforceable, invalid or illegal) is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount which that Finance Party would otherwise have been entitled to recover.

Appears in 1 contract

Sources: Facility Agreement (WMC Resources LTD)

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees to each Finance Party punctual performance by each the Borrower of all that Borrower's of its obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever a the Borrower does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on within three Business Days of demand pay that amount as if it was the principal obligor; and (c) indemnifies each Finance Party immediately on within three Business Days of demand against any cost, loss or liability suffered by that Finance Party if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount which that Finance Party would otherwise have been entitled to recover.

Appears in 1 contract

Sources: Single Currency Term Facility Agreement (Bristol Myers Squibb Co)

GUARANTEE AND INDEMNITY. Each The Guarantor irrevocably and unconditionally jointly and severallyunconditionally: (a) 19.1.1 guarantees to each Finance Party punctual performance by each the Borrower of all that the Borrower's ’s obligations under the Finance Documents; (b) 19.1.2 undertakes with each Finance Party that whenever a 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) 19.1.3 indemnifies each Finance Party immediately on demand against any cost, loss or liability suffered by that Finance Party if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount which that Finance Party would otherwise have been entitled to recover.

Appears in 1 contract

Sources: Amendment and Restatement Agreement (Validus Holdings LTD)

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably and unconditionally jointly and severally: (aA) guarantees to each Finance Party punctual performance by each the Borrower of all that the Borrower's ’s obligations under the Finance Documents; (bB) undertakes with each Finance Party that whenever a 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) indemnifies will, as an independent and primary obligation, indemnify each Finance Party immediately on demand against any cost, loss or liability suffered by that Finance Party if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount which that Finance Party would otherwise have been entitled to recoverrecover on the basis of a guarantee.

Appears in 1 contract

Sources: Facility Agreement (Vaalco Energy Inc /De/)

GUARANTEE AND INDEMNITY. 21.1 Guarantee and indemnity Each Guarantor jointly and severally irrevocably and unconditionally jointly and severallyunconditionally: (a) guarantees to each Finance Party punctual performance by each Borrower of all that Borrower's its obligations under the Finance Documents; (b) undertakes with each Finance Party that that, whenever a Borrower 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) indemnifies each Finance Party immediately on demand against any cost, loss or liability suffered by that Finance Party if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal. The ; the amount of the cost, loss or liability shall under this indemnity will be equal to the amount which that the Finance Party would otherwise have been entitled to recover.

Appears in 1 contract

Sources: Credit Facilities (Imperial Tobacco Group PLC)

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably and unconditionally jointly and severallyunconditionally: (a) guarantees to each Finance Party punctual performance by each Borrower other Obligor of all that Borrower's Obligor’s obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever a Borrower 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) indemnifies each Finance Party immediately on first demand against any cost, loss or liability suffered by that Finance Party if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount which that Finance Party would otherwise have been entitled to recover.

Appears in 1 contract

Sources: Multicurrency Revolving Credit and Guarantee Facility Agreement (Subsea 7 S.A.)

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably 25.1 Guarantee and unconditionally jointly and severally:indemnity (a) guarantees as primary obligor and not merely as surety to each Finance Party punctual performance by each Borrower other Obligor of all that BorrowerObligor's obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever a Borrower 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) indemnifies each Finance Party immediately on demand against any cost, loss or liability suffered by that Finance Party if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount which that Finance Party would otherwise have been entitled to recover.

Appears in 1 contract

Sources: Senior Facilities Agreement (NDS Group PLC)

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees to each Finance Party punctual performance by each the Borrower of all that Borrower's its obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever a 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) indemnifies each Finance Party immediately on demand against any cost, loss or liability suffered by that Finance Party if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount which that Finance Party would otherwise have been entitled to recover.

Appears in 1 contract

Sources: Single Currency Term Facility Agreement (General Geophysics Co)

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 Borrower Relevant Obligor of all that Borrower's its obligations under the Finance Documents; (b) undertakes with each Finance Party that that, whenever a Borrower Relevant Obligor 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) indemnifies each Finance Party immediately on demand against any cost, loss or liability suffered by that Finance Party if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal. The ; the amount of the cost, loss or liability shall under this indemnity will be equal to the amount which that the Finance Party would otherwise have been entitled to recover.

Appears in 1 contract

Sources: Term and Revolving Credit Facility Agreement (Kellwood Co)

GUARANTEE AND INDEMNITY. Each The Guarantor irrevocably and unconditionally jointly and severallyunconditionally: (a) guarantees to each Transferring Finance Party punctual performance by each Borrower the Purchaser of all that Borrower's its obligations under the Finance Documentsthis Agreement; (b) undertakes with each Transferring Finance Party that that, whenever a Borrower the Purchaser does not pay any amount when due under or in connection with any Finance Documentthis Agreement, that Guarantor shall it must immediately on demand by either Transferring Finance Party pay that amount as if it was were the principal obligor; and (c) indemnifies each Transferring Finance Party immediately on demand against any cost, loss or liability suffered by that Transferring Finance Party if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal. The ; the amount of the cost, loss or liability shall under this indemnity will be equal to the amount which that the Transferring Finance Party would otherwise have been entitled to recover.

Appears in 1 contract

Sources: Debt Transfer Agreement (Cordiant Communications Group PLC /Adr)

GUARANTEE AND INDEMNITY. Each The Guarantor irrevocably and unconditionally jointly and severallyunconditionally: (a) 2.1.1 guarantees to each Finance Party punctual performance by each the Borrower of all that the Borrower's obligations under the Finance Documents; (b) 2.1.2 undertakes with each Finance Party that whenever a 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) 2.1.3 indemnifies each Finance Party immediately on demand against any cost, loss or liability suffered by that Finance Party if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount which that Finance Party would otherwise have been entitled to recover.

Appears in 1 contract

Sources: Credit Agreement (Sappi LTD)

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees to each Finance Party punctual performance by each the Borrower of all that the Borrower's obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever a 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) indemnifies each Finance Party immediately on demand against any cost, loss or liability suffered by that Finance Party if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount which that Finance Party would otherwise have been entitled to recoverrecover from the Credit Parties.

Appears in 1 contract

Sources: Revolving Credit Agreement (Pride International Inc)

GUARANTEE AND INDEMNITY. Each The Guarantor irrevocably and unconditionally jointly and severallyunconditionally: (a) guarantees to each Finance Party full, due and punctual performance by each the Borrower of all that Borrower's the obligations of the Borrower under the Finance Documents; (b) undertakes with each Finance Party that whenever a 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) indemnifies each Finance Party immediately on demand against any cost, loss or liability suffered by that Finance Party if any obligation guaranteed by it (or anything which would have been an obligation if not unenforceable, invalid or illegal) is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount which that Finance Party would otherwise have been entitled to recover.

Appears in 1 contract

Sources: Term Loan Facility Agreement (Vantage Drilling CO)

GUARANTEE AND INDEMNITY. Each The Guarantor irrevocably and unconditionally jointly and severallyunconditionally: (a) guarantees to each Transferring Finance Party punctual performance by each Borrower the Purchaser of all that Borrower's its obligations under the Finance Documentsthis Agreement; (b) undertakes with each Transferring Finance Party that that, whenever a Borrower the Purchaser does not pay any amount when due under or in connection with any Finance Documentthis Agreement, that Guarantor shall it must immediately on demand by the Paying Agent pay that amount as if it was were the principal obligor; and (c) indemnifies each Transferring Finance Party immediately on demand against any cost, loss or liability suffered by that Transferring Finance Party if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal. The ; the amount of the cost, loss or liability shall under this indemnity will be equal to the amount which that the Transferring Finance Party would otherwise have been entitled to recover.

Appears in 1 contract

Sources: Debt Transfer Agreement (Cordiant Communications Group PLC /Adr)

GUARANTEE AND INDEMNITY. Each Guarantor The Company irrevocably and unconditionally jointly and severallyunconditionally: (a) guarantees as primary obligor and not merely as surety to each Finance Party punctual performance by each the Borrower of all that the Borrower's ’s obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever a the 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) indemnifies each Finance Party immediately on demand against any cost, loss or liability suffered by that Finance Party if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount which that Finance Party would otherwise have been entitled to recover.

Appears in 1 contract

Sources: Amendment and Restatement Agreement (Discovery Communications, Inc.)