Common use of Guarantees and Indemnity Clause in Contracts

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. 16.1 (1) Each party undertakes Guarantor hereby irrevocably and unconditionally, and jointly and severally (solidarily) with the other Guarantors, guarantees the due and punctual payment of, and agrees to procure thatpay when due, subject to whether on demand, at stated maturity, by acceleration or otherwise, all debts, liabilities and obligations of the terms Borrower now or hereafter existing under this Agreement or any other Credit 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 Lender Parties, or any of them, in enforcing any of their rights under this agreement, its relevant Affiliates enter into the relevant Newco Implementation Agreements or Americas Implementation Agreements on the Completion Date, as the case may beguarantee. 16.2 The parties shall (2) Each Guarantor hereby irrevocably and unconditionally and jointly and severally with the other Guarantors, agrees to indemnify the Administrative Agent and each of the Lender Parties from time to time on demand by the Completion Date enter into Administrative Agent from and against any Losses incurred by the Administrative Agent or the Lender Parties or any of them as a deed result of guarantee in the Agreed Form in relation to any of the obligations of the parties and their Affiliates after Borrower under or pursuant to this Agreement or any other Credit Document being or becoming void, voidable, unenforceable or ineffective as against 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 procureBorrower for any reason whatsoever, whether by offering its own covenant in substitution for that of a member of or not known to the Selling Group Administrative Agent or otherwise howsoever (but in no event shall the Purchaser Lender Parties or any of its Affiliates be required them or any other Person, the amount of such Losses being the amount which the Person or Persons suffering such Losses would otherwise have been entitled to make recover from the Borrower. (3) If any payment of the Guaranteed Obligations are not duly paid by a Guarantor and are not receivable from a Guarantor for any reason whatsoever, such Guarantor agrees that the Guaranteed Obligations will, as a basis for such release)separate and distinct obligation, the release of ICI and/or DuPont or any of their respective Affiliates (the "Selling Group") be recoverable 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 guaranteesit as a primary obligor. 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 expenses4) 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 Each Guarantor 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 liable in respect of Conditions Precedent) its guarantee and consents indemnity hereunder for the maximum amount of such liability that can be hereby incurred without rendering its guarantee and the passing of all resolutions indemnity hereunder, voidable under any Applicable Law relating to fraudulent conveyance or fraudulent transfer, and otherwise exercising all powers and rights available to themnot for any greater amount.