Guarantee by Guarantor. 13.1 The Guarantor, as primary obligor, unconditionally and irrevocably guarantees, by way of continuing guarantee to the Sellers the payment and performance by the Purchaser, when due, of all amounts and obligations under this Agreement and the other Transaction Documents. This guarantee shall remain in full force and effect until all such amounts and obligations have been irrevocably paid and discharged in full. 13.2 The Guarantor’s obligations under this Clause 14: 13.2.1 constitute direct, primary and unconditional obligations to pay on demand by the Sellers any sum which the Purchaser is liable to pay under this Agreement or any other Transaction Document and to perform on demand any obligation of the Purchaser under this Agreement or any other Transaction Document without requiring the Sellers to first take any steps against the Purchaser or any other person; and 13.2.2 shall not be affected by any matter or thing which but for this provision might operate to affect or prejudice those obligations, including: (i) any time or indulgence granted to, or composition with, the Purchaser or any other person; or (ii) the taking, variation, renewal or release of, or refusal or neglect to perfect or enforce, any right, remedy or security against the Purchaser or any other person; or (iii) any legal limitation, disability or other circumstance relating to the Purchaser or any unenforceability or invalidity of any obligation of the Purchaser under this Agreement or any other Transaction Document. 13.3 Any agreement, waiver, consent or release given by the Purchaser shall bind the Guarantor and in references to the Parties the Purchaser and the Guarantor shall be treated as being a single party.
Appears in 1 contract
Sources: Sale and Purchase Agreement (Spirit AeroSystems Holdings, Inc.)
Guarantee by Guarantor. 13.1 The Guarantor, as primary obligor, unconditionally and irrevocably guarantees, by way of continuing guarantee to the Sellers the payment and performance by the Purchaser, when due, of all amounts and obligations under this Agreement and the other Transaction Documents. This guarantee shall remain in full force and effect until all such amounts and obligations have been irrevocably paid and discharged in full.
13.2 The Guarantor’s obligations under this Clause 14:
13.2.1 a. constitute direct, primary and unconditional obligations to pay on demand by the Sellers any sum which the Purchaser is liable to pay under this Agreement or any other Transaction Document and to perform on demand any obligation of the Purchaser under this Agreement or any other Transaction Document without requiring the Sellers to first take any steps against the Purchaser or any other person; and
13.2.2 and b. shall not be affected by any matter or thing which but for this provision might operate to affect or prejudice those obligations, including:
(i) 1. any time or indulgence granted to, or composition with, the Purchaser or any other person; or
(ii) 2. the taking, variation, renewal or release of, or refusal or neglect to perfect or enforce, any right, remedy or security against the Purchaser or any other person; or
(iii) 3. any legal limitation, disability or other circumstance relating to the Purchaser or any unenforceability or invalidity of any obligation of the Purchaser under this Agreement or any other Transaction Document.
13.3 Any agreement, waiver, consent or release given by the Purchaser shall bind the Guarantor and in references to the Parties “Parties” the Purchaser and the Guarantor shall be treated as being a single party.
Appears in 1 contract
Sources: Agreement for the Sale and Purchase of Shares (Spirit AeroSystems Holdings, Inc.)
Guarantee by Guarantor. 13.1 14.1 The Guarantor, as primary obligor, unconditionally and irrevocably guarantees, by way of continuing guarantee to the Sellers the payment and performance by the Purchaser, when due, of all amounts and obligations under this Agreement and the other Transaction DocumentsAgreement. This guarantee shall remain in full force and effect until all such amounts and obligations have been irrevocably paid and discharged in full.
13.2 14.2 The Guarantor’s obligations under this Clause 14:
13.2.1 (a) constitute direct, primary and unconditional obligations to pay pay, following any obligation of the Purchaser’s under this Agreement having become due and remaining outstanding for a period of five (5) Business Days after notification by the Sellers to the Purchaser of same, on first demand and within five Business Days of first demand by the Sellers any sum which the Purchaser is liable to pay under this Agreement or any other Transaction Document and to perform on within five Business Days of first demand any obligation of the Purchaser under this Agreement or any other Transaction Document without requiring any of the Sellers to first take any further steps against the Purchaser or any other person, as if it were the principal obligor in respect of such payment or obligation; and
13.2.2 (b) shall not be affected by any matter or thing which but for this provision might operate to affect or prejudice those obligations, including:including:
(i) any time or indulgence granted to, or composition with, the Purchaser or any other personamendment of this Agreement; or
(ii) the taking, variation, renewal or release of, or refusal or neglect to perfect or enforce, any right, remedy or security against the Purchaser or any other person; or
(iii) any legal limitation, disability or other circumstance relating to the Purchaser or any unenforceability or invalidity of any obligation of the Purchaser under this Agreement or any other Transaction Document.
13.3 14.3 Any agreement, waiver, consent or release given by the Purchaser shall bind the Guarantor and in references to the Parties the Purchaser and the Guarantor shall be treated as being a single party.Guarantor.
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