Guarantees and Indemnity Clause Samples

Guarantees and Indemnity. (1) The Guarantor hereby unconditionally and irrevocably, guarantees payment and performance of the Obligations of the Borrowers. (2) If any or all of the Obligations of the Borrowers are not duly paid and are not recoverable under Section 12.01(1) for any reason whatsoever, the Guarantor hereby jointly and severally, unconditionally and irrevocably, will, as a separate and distinct obligation, indemnify and save harmless the Lender from and against any losses resulting from the failure of any Credit Party to pay the Obligations. (3) If any or all of the Obligations of the Borrowers are not duly paid and are not recoverable under Section 12.01(1) or remain unperformed or the Lender is not indemnified under Section 12.01(2), in each case, for any reason whatsoever, the Obligations will, unconditionally and irrevocably, as a separate and distinct obligation, be recoverable jointly and severally from each of the Guarantors as primary obligor.

Guarantees and Indemnity. 24.1 The Contractor indemnifies Miele against all Damages (whether incurred by or awarded) that Miele sustains or incurs (directly or indirectly) because of: (a) a breach of a term of this Agreement by the Contractor; (b) a claim by a third party arising from any act or omission of the Contractor or any of its Personnel in connection with this Agreement, whether negligent or not; (c) any negligent, wilful, reckless or unlawful act or omission of the Contractor or its Personnel in connection with this Agreement; (d) any injury, illness or death to Miele's Personnel arising out of or in connection with this Agreement; and, (e) loss or damage to physical property caused by an act or omission of the Contractor or its Personnel negligent or not. 24.2 The Contractor indemnifies Miele and its employees and agents, against any claim made by any third party arising by reason of the use of the Goods, or in any way connected with the Goods or their supply under this Agreement, or otherwise arising due to any act or omission on behalf of the Contractor, with respect to its obligations as set out by this Agreement. Such claims may include, without any limitation whatsoever, any claims based on statute, common law, unjust enrichment or equity and all claims for actual or alleged infringement of any patent, trademarks, copyright, design, confidential information or similar protection whether granted by the Commonwealth of Australia or foreign state or the common law.

Guarantees and Indemnity. (1) To induce the Administrative Agent, the Lenders and RBC Europe to execute and deliver this Agreement and to make or maintain the Accommodations, and in consideration thereof, the Company hereby irrevocably and unconditionally, guarantees the due and punctual payment of, and agrees to pay when due, whether on demand, at stated maturity, by acceleration or otherwise, all debts, liabilities and obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document, whether for principal, interest, fees or otherwise (such obligations being herein called the “Guaranteed Obligations”) and any and all reasonable out-of-pocket expenses (including counsel fees and disbursements) incurred by the Administrative Agent or the Lenders or RBC Europe, or any of them, in enforcing any of their rights under this guarantee. (2) The Company hereby irrevocably and unconditionally agrees to indemnify the Administrative Agent, each of the Lenders and RBC Europe from time to time on demand by the Administrative Agent from and against any Loss incurred by the Administrative Agent or the Lenders or any of them as a result of any of the obligations of the Borrower under or pursuant to this Agreement, any other Loan Document or the Cash Confirmation Letter being or becoming void, voidable, unenforceable or ineffective as against the Borrower for any reason whatsoever, whether or not known to the Administrative Agent or the Lenders or any of them or any other Person, the amount of such Loss being the amount which the Person or Persons suffering such Loss would otherwise have been entitled to recover from the Borrower.

Guarantees and Indemnity. 16.1 Each party undertakes to procure that, subject to the terms of this agreement, its relevant Affiliates enter into the relevant Newco Implementation Agreements or Americas Implementation Agreements on the Completion Date, as the case may be. 16.2 The parties shall on the Completion Date enter into a deed of guarantee in the Agreed Form in relation to the obligations of the parties and their Affiliates after the Completion Date under the Newco Sale Agreements and Americas Sale Agreements and the relevant Implementation Agreements. 16.3 At or as soon as reasonably practicable after the Completion Date, the Purchaser will use its reasonable endeavours to procure, whether by offering its own covenant in substitution for that of a member of the Selling Group or otherwise howsoever (but in no event shall the Purchaser or any of its Affiliates be required to make any payment as a basis for such release), the release of ICI and/or DuPont or any of their respective Affiliates (the "Selling Group") from the guarantees specifically identified in the Final Disclosure Letter applicable to the Newco Share Sale Agreement for the purposes of this provision and pending such release the Purchaser will indemnify and keep indemnified each of the members of the Selling Group from and against any liability (including any claim, demand, proceeding, costs, damages and expenses) which they may suffer or incur under or in relation to such guarantees. 16.4 The Purchaser will indemnify and keep indemnified the Selling Group from and against any liability (including any claim, demand, proceeding, costs, damages and expenses) which they may suffer as a result of the failure of the Purchaser to comply with its obligations under paragraph 2 of Schedule 4. 17 FURTHER ASSURANCE The parties shall, and shall procure that their Affiliates shall, at their own expense, comply with the terms of this Clause 17 and Schedule 4 and, at all times from the date of this agreement, do all things as may be reasonably required to give effect to this agreement and to all other agreements contemplated hereby, including, without limitation, the execution of all deeds and documents, procuring the convening of all meetings, the giving of all necessary waivers (other than in respect of Conditions Precedent) and consents and the passing of all resolutions and otherwise exercising all powers and rights available to them.

Guarantees and Indemnity. (1) For purposes of this Article 12, a “

Guarantees and Indemnity. Save and except disclosed in the Audited Accounts and in Schedule 7 (Material Contracts) to this Agreement, there is not any outstanding guarantee, indemnity, surety or comfort (whether or not legally binding) given by any member of the Group Companies or by any other party with respect to its respective obligations.

Guarantees and Indemnity. (1) For purposes of this Article 12, a “Guarantor” means each Credit Party.

Guarantees and Indemnity. (a) Each Guarantor hereby jointly and severally, unconditionally and irrevocably, guarantees payment and performance of the Obligations of the Borrower and each other Guarantor. (b) If any or all of the Obligations are not duly paid and are not recoverable or remain unperformed under Section 13.1(a) for any reason whatsoever, each of the Guarantors hereby jointly and severally, unconditionally and irrevocably, will, as a separate and distinct obligation, indemnify and save harmless the Administrative Agent and the Lenders and each of them from and against any losses resulting from the failure of any Credit Party to pay or perform the Obligations. (c) If any or all of the Obligations are not duly paid and are not recoverable or remain unperformed under Section 13.1(a) or the Administrative Agent and the Lenders and each of them is not indemnified under Section 13.1(b), in each case, for any reason whatsoever, the Obligations will, unconditionally and irrevocably, as a separate and distinct obligation, be recoverable jointly and severally from each of the Guarantors as primary obligor.

Guarantees and Indemnity