Liability unconditional. Each Guarantor acknowledges and agrees that its liability under this Guarantee shall not be impaired, reduced, discharged or otherwise affected by reason of any of the following: (a) any variation, amendment, alteration or supplement to the Bareboat Charter or to the extent, nature or method of performance of the duties and/or obligations referred to in the Bareboat Charter, in each case, however fundamental such variation, amendment, alteration and/or supplement is and/or any novation of the Bareboat Charter; (b) any allowance of time, waiver, forbearance, delay, forgiveness, indulgence, compromise, delay by or on the part of Fortune in asserting any of its rights against G▇▇▇▇ ▇▇▇▇▇ or other dealing under or in connection with the Bareboat Charter or in respect of any right or remedy arising under the Bareboat Charter; (c) any settlement or arrangement made between Fortune and G▇▇▇▇ ▇▇▇▇▇ in relation to the Bareboat Charter; (d) any composition, discharge, release, concession, waiver or other variation of liability entered into with, or granted to, G▇▇▇▇ ▇▇▇▇▇; (e) the Bareboat Charter or any provision thereof being or becoming illegal, invalid, void, voidable or unenforceable; (f) termination of the Bareboat Charter or Golar Hilli's employment under the Bareboat Charter; (g) any disability, Incapacity, lack of power, authority or legal personality of, dissolution or change in the members of, status of, legal limitation, change in ownership or change in status of G▇▇▇▇ ▇▇▇▇▇; (h) an Insolvency Event; (i) a change in the constitution of G▇▇▇▇ ▇▇▇▇▇; (j) Fortune taking, holding, varying, realising or not enforcing any other security for the liabilities of G▇▇▇▇ ▇▇▇▇▇ under the Bareboat Charter or any document or security; (k) any funder exercising any rights it may have to assume any rights and/or obligations of Fortune under Bareboat Charter pursuant to any collateral warranty or any third party rights vested in it pursuant to the terms of the Bareboat Charter or any document or security; (l) an amalgamation, merger, consolidation of either Guarantor and G▇▇▇▇ ▇▇▇▇▇; or (m) any other act, omission or default which in the absence of this provision would or might have operated to discharge, reduce, exonerate or otherwise affect the liability of either Guarantor under the terms of this Guarantee, in each case whether such matters are done or omitted to be done with or without notice to, or the consent of, either Guarantor and each Guarantor hereby waives any requirement for notice of, or consent to, any such matters.
Appears in 2 contracts
Sources: Guarantee (Golar LNG Partners LP), Guarantee (Golar LNG LTD)
Liability unconditional. Each 4.1 The Guarantor acknowledges and agrees that its the liability of the Guarantor under this Guarantee shall not be impaired, reduced, discharged or otherwise affected by reason of any of the following:
(a) any variation, amendment, alteration or supplement to the Bareboat Charter or to the extent, nature or method of performance of the duties and/or obligations referred to in the MOA or the Bareboat Charter, in each case, however fundamental such variation, amendment, alteration and/or supplement is and/or any novation of the MOA or the Bareboat Charter;; SIN-#7272328-v2 2
(b) any allowance of time, waiver, forbearance, delay, forgiveness, indulgence, compromise, delay by or on the part of Fortune the Owner in asserting any of its rights against G▇▇▇▇ ▇▇▇▇▇ Golar LNG NB13 Corporation or other dealing under or in connection with the MOA or the Bareboat Charter or in respect of any right or remedy arising under the MOA or the Bareboat Charter;
(c) any settlement or arrangement made between Fortune the Owner and G▇▇▇▇ ▇▇▇▇▇ Golar LNG NB13 Corporation in relation to the MOA or Bareboat Charter;
(d) any composition, discharge, release, concession, waiver or other variation of liability entered into with, or granted to, G▇▇▇▇ ▇▇▇▇▇Golar LNG NB13 Corporation;
(e) the Bareboat Charter or any provision thereof being or becoming illegal, invalid, void, voidable or unenforceable;
(f) termination of the Bareboat Charter or Golar HilliLNG NB13 Corporation's employment under the Bareboat Charter;
(g) any disability, Incapacity, lack of power, authority or legal personality of, dissolution or change in the members of, status of, legal limitation, change in ownership or change in status of G▇▇▇▇ ▇▇▇▇▇Golar LNG NB13 Corporation;
(h) an Insolvency Event;
(i) a change in the constitution of G▇▇▇▇ ▇▇▇▇▇Golar LNG NB13 Corporation;
(j) Fortune the Owner taking, holding, varying, realising or not enforcing any other security for the liabilities of G▇▇▇▇ ▇▇▇▇▇ Golar LNG NB13 Corporation under the MOA or the Bareboat Charter or any document or security;
(k) any funder exercising any rights it may have to assume any rights and/or obligations of Fortune the Owner under the MOA or Bareboat Charter pursuant to any collateral warranty or any third party rights vested in it pursuant to the terms of the MOA or the Bareboat Charter or any document or security;
(l) an amalgamation, merger, merger or consolidation of either the Guarantor and G▇▇▇▇ ▇▇▇▇▇or Golar LNG NB13 Corporation; or
(m) any other act, omission or default which in the absence of this provision would or might have operated to discharge, reduce, exonerate or otherwise affect the liability of either the Guarantor under the terms of this Guarantee, in each case whether such matters are done or omitted to be done with or without notice to, or the consent of, either the Guarantor and each the Guarantor hereby waives any requirement for notice of, or consent to, any such matters.
Appears in 1 contract
Sources: Guarantee (Golar LNG Partners LP)
Liability unconditional. Each 5.1 The liabilities and obligations of the Guarantor acknowledges and agrees that its liability under this Guarantee shall not be impaired, reduced, discharged or otherwise affected by reason of any by:
5.1.1 the winding-up, dissolution, liquidation, rehabilitation, administration, reorganization or bankruptcy of the followingIssuer or the Guarantor or any amalgamation or merger or reconstruction, or any change in the constitution, corporate name, ownership, status, function or control of, or any other similar event occurred to, the Issuer or the Guarantor;
5.1.2 the Debentureholders' Representative and/or any Debentureholder, with the written consent of the Guarantor:
(a) agreeing with the Issuer to any amendment, variation, assignment, novation or departure (however substantial or material) of, to or from the Terms and Conditions so that any such amendment, alteration or supplement to the Bareboat Charter or to the extent, nature or method of performance of the duties and/or obligations referred to in the Bareboat Charter, in each case, however fundamental such variation, amendmentassignment, alteration and/or supplement is and/or any novation of or departure shall, whatever its nature, be binding upon the Bareboat Charter;
(b) any allowance of timeGuarantor in all circumstances, waiver, forbearance, delay, forgiveness, indulgence, compromise, delay by or on the part of Fortune in asserting any of its rights against G▇▇▇▇ ▇▇▇▇▇ or other dealing under or in connection with the Bareboat Charter or in respect of any right or remedy arising under the Bareboat Charter;
(c) any settlement or arrangement made between Fortune and G▇▇▇▇ ▇▇▇▇▇ in relation to the Bareboat Charter;
(d) any composition, discharge, release, concession, waiver or other variation of liability entered into with, or granted to, G▇▇▇▇ ▇▇▇▇▇;
(e) the Bareboat Charter or any provision thereof being or becoming illegal, invalid, void, voidable or unenforceable;
(f) termination of the Bareboat Charter or Golar Hilli's employment under the Bareboat Charter;
(g) any disability, Incapacity, lack of power, authority or legal personality of, dissolution or change in the members of, status of, legal limitation, change in ownership or change in status of G▇▇▇▇ ▇▇▇▇▇;
(h) an Insolvency Event;
(i) a change in the constitution of G▇▇▇▇ ▇▇▇▇▇;
(j) Fortune taking, holding, varying, realising or not enforcing any other security for the liabilities of G▇▇▇▇ ▇▇▇▇▇ under the Bareboat Charter or any document or security;
(k) any funder exercising any rights notwithstanding that it may have to assume any rights and/or obligations of Fortune under Bareboat Charter pursuant to any collateral warranty or any third party rights vested in it pursuant to the terms of the Bareboat Charter or any document or security;
(l) an amalgamation, merger, consolidation of either Guarantor and G▇▇▇▇ ▇▇▇▇▇; or
(m) any other act, omission or default which in the absence of this provision would or might have operated to discharge, reduce, exonerate increase or otherwise affect the liability of either Guarantor the Guarantor;
(b) releasing or granting any time or any indulgence of any kind to the Issuer or any third party (including, without limitation, the waiver of any terms or conditions of the Debentures or any event of default under the terms Terms and Conditions), or entering into any transaction or arrangements whatsoever with or in relation to the Issuer and/or any third party;
(c) taking, accepting, varying, dealing with, enforcing, abstaining from enforcing, surrendering or releasing any security, right of recourse, set off or combination or other right or interest held by the Debentureholders' Representative or any Debentureholder for the Guaranteed Amounts or in relation to the Terms and Conditions or the Debentureholders' Representative Appointment Agreement in such manner as it or they think fit; or
(d) claiming, proving for, accepting or transferring any payment in respect of the Guaranteed Amounts in any composition by, or winding up of, the Issuer and/or any third party or abstaining from so claiming, proving for, accepting or transferring.
5.2 The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice of acceptance of this Guarantee, other notice and all demands whatsoever and covenants that this Guarantee will not be discharged except by complete performance of the obligations contained in each case whether such matters are done or omitted to be done with or without notice tothe Debentures, or the consent ofTerms and Conditions, either Guarantor the Debentureholders' Representative Appointment Agreement and each Guarantor hereby waives any requirement for notice of, or consent to, any such mattersthis Guarantee.
Appears in 1 contract
Sources: Guarantee Agreement