Common use of OBLIGATION TO ENTER INTO A NEW CONTRACT Clause in Contracts

OBLIGATION TO ENTER INTO A NEW CONTRACT. If the Call-Off Contract is terminated or if it is disclaimed by a liquidator of the Supplier or the obligations of the Supplier are declared to be void or voidable, the Guarantor will, at the request of the Buyer, enter into a Contract with the Buyer in the same terms as the Call-Off Contract and the obligations of the Guarantor under such substitute agreement will be the same as if the Guarantor had been original obligor under the Call-Off Contract or under an agreement entered into on the same terms and at the same time as the Call-Off Contract with the Buyer. Any demand or notice served by the Buyer on the Guarantor under this Deed of Guarantee will be in writing, addressed to: [Enter Address of the Guarantor in England and Wales] [Enter Email address of the Guarantor representative] For the Attention of [insert details] or such other address in England and Wales as the Guarantor has notified the Buyer in writing as being an address for the receipt of such demands or notices. Any notice or demand served on the Guarantor or the Buyer under this Deed of Guarantee will be deemed to have been served if: ● delivered by hand, at the time of delivery ● posted, at 10am on the second Working Day after it was put into the post ● sent by email, at the time of despatch, if despatched before 5pm on any Working Day, and in any other case at 10am on the next Working Day In proving Service of a notice or demand on the Guarantor or the Buyer, it will be sufficient to prove that delivery was made, or that the envelope containing the notice or demand was properly addressed and posted as a prepaid first class recorded delivery letter, or that the fax message was properly addressed and despatched. Any notice purported to be served on the Buyer under this Deed of Guarantee will only be valid when received in writing by the Buyer. Beneficiary’s protections The Guarantor will not be discharged or released from this Deed of Guarantee by: ● any arrangement made between the Supplier and the Buyer (whether or not such arrangement is made with the assent of the Guarantor) ● any amendment to or termination of the Call-Off Contract ● any forbearance or indulgence as to payment, time, performance or otherwise granted by the Buyer (whether or not such amendment, termination, forbearance or indulgence is made with the assent of the Guarantor) ● the Buyer doing (or omitting to do) anything which, but for this provision, might exonerate the Guarantor This Deed of Guarantee will be a continuing security for the Guaranteed Obligations and accordingly: ● it will not be discharged, reduced or otherwise affected by any partial performance (except to the extent of such partial performance) by the Supplier of the Guaranteed Obligations or by any omission or delay on the part of the Buyer in exercising its rights under this Deed of Guarantee ● it will not be affected by any dissolution, amalgamation, reconstruction, reorganisation, change in status, function, control or ownership, insolvency, liquidation, administration, appointment of a receiver, voluntary arrangement, any legal limitation or other incapacity, of the Supplier, the Buyer, the Guarantor or any other person ● if, for any reason, any of the Guaranteed Obligations is void or unenforceable against the Supplier, the Guarantor will be liable for that purported obligation or liability as if the same were fully valid and enforceable and the Guarantor were principal debtor ● the rights of the Buyer against the Guarantor under this Deed of Guarantee are in addition to, will not be affected by and will not prejudice, any other security, guarantee, indemnity or other rights or remedies available to the Buyer The Buyer will be entitled to exercise its rights and to make demands on the Guarantor under this Deed of Guarantee as often as it wishes. The making of a demand (whether effective, partial or defective) relating to the breach or non-performance by the Supplier of any Guaranteed Obligation will not preclude the Buyer from making a further demand relating to the same or some other Default regarding the same Guaranteed Obligation. The Buyer will not be obliged before taking steps to enforce this Deed of Guarantee against the Guarantor to: ● obtain judgment against the Supplier or the Guarantor or any third party in any court ● make or file any claim in a bankruptcy or liquidation of the Supplier or any third party ● take any action against the Supplier or the Guarantor or any third party ● resort to any other security or guarantee or other means of payment No action (or inaction) by the Buyer relating to any such security, guarantee or other means of payment will prejudice or affect the liability of the Guarantor. The Buyer's rights under this Deed of Guarantee are cumulative and not exclusive of any rights provided by Law. The Buyer’s rights may be exercised as often as the Buyer deems expedient. Any waiver by the Buyer of any terms of this Deed of Guarantee, or of any Guaranteed Obligations, will only be effective if given in writing and then only for the purpose and upon the terms and conditions on which it is given. Any release, discharge or settlement between the Guarantor and the Buyer will be conditional upon no security, disposition or payment to the Buyer by the Guarantor or any other person being void, set aside or ordered to be refunded following any enactment or Law relating to liquidation, administration or insolvency or for any other reason. If such condition will not be fulfilled, the Buyer will be entitled to enforce this Deed of Guarantee subsequently as if such release, discharge or settlement had not occurred and any such payment had not been made. The Buyer will be entitled to retain this security before and after the payment, discharge or satisfaction of all monies, obligations and liabilities that are or may become due owing or incurred to the Buyer from the Guarantor for such period as the Buyer may determine.

OBLIGATION TO ENTER INTO A NEW CONTRACT. If the Call-Off Contract is terminated or if it is disclaimed by a liquidator of the Supplier or the obligations of the Supplier are declared to be void or voidable, the Guarantor will, at the request of the Buyer, enter into a Contract with the Buyer in the same terms as the Call-Off Contract and the obligations of the Guarantor under such substitute agreement will be the same as if the Guarantor had been original obligor under the Call-Off Contract or under an agreement entered into on the same terms and at the same time as the Call-Off Contract with the Buyer. Any demand or notice served by the Buyer on the Guarantor under this Deed of Guarantee will be in writing, addressed to: [Enter Address of the Guarantor in England and Wales] [Enter Email address of the Guarantor representative] For the Attention of [insert details] or such other address in England and Wales as the Guarantor has notified the Buyer in writing as being an address for the receipt of such demands or notices. Any notice or demand served on the Guarantor or the Buyer under this Deed of Guarantee will be deemed to have been served if: ● delivered by hand, at the time of delivery ● posted, at 10am on the second Working Day after it was put into the post ● sent by email, at the time of despatch, if despatched before 5pm on any Working Day, and in any other case at 10am on the next Working Day In proving Service of a notice or demand on the Guarantor or the Buyer, it will be sufficient to prove that delivery was made, or that the envelope containing the notice or demand was properly addressed and posted as a prepaid first class recorded delivery letter, or that the fax message was properly addressed and despatched. Any notice purported to be served on the Buyer under this Deed of Guarantee will only be valid when received in writing by the Buyer. Beneficiary’s protections The Guarantor will not be discharged or released from this Deed of Guarantee by: ● any arrangement made between the Supplier and the Buyer (whether or not such arrangement is made with the assent of the Guarantor) ● any amendment to or termination of the Call-Off Contract ● any forbearance or indulgence as to payment, time, performance or otherwise granted by the Buyer (whether or not such amendment, termination, forbearance or indulgence is made with the assent of the Guarantor) ● the Buyer doing (or omitting to do) anything which, but for this provision, might exonerate the Guarantor This Deed of Guarantee will be a continuing security for the Guaranteed Obligations and accordingly: ● it will not be discharged, reduced or otherwise affected by any partial performance (except to the extent of such partial performance) by the Supplier of the Guaranteed Obligations or by any omission or delay on the part of the Buyer in exercising its rights under this Deed of Guarantee ● it will not be affected by any dissolution, amalgamation, reconstruction, reorganisation, change in status, function, control or ownership, insolvency, liquidation, administration, appointment of a receiver, voluntary arrangement, any legal limitation or other incapacity, of the Supplier, the Buyer, the Guarantor or any other person ● if, for any reason, any of the Guaranteed Obligations is void or unenforceable against the Supplier, the Guarantor will be liable for that purported obligation or liability as if the same were fully valid and enforceable and the Guarantor were principal debtor ● the rights of the Buyer against the Guarantor under this Deed of Guarantee are in addition to, will not be affected by and will not prejudice, any other security, guarantee, indemnity or other rights or remedies available to the Buyer The Buyer will be entitled to exercise its rights and to make demands on the Guarantor under this Deed of Guarantee as often as it wishes. The making of a demand (whether effective, partial or defective) relating to the breach or non-non- performance by the Supplier of any Guaranteed Obligation will not preclude the Buyer from making a further demand relating to the same or some other Default regarding the same Guaranteed Obligation. The Buyer will not be obliged before taking steps to enforce this Deed of Guarantee against the Guarantor to: ● obtain judgment against the Supplier or the Guarantor or any third party in any court ● make or file any claim in a bankruptcy or liquidation of the Supplier or any third party ● take any action against the Supplier or the Guarantor or any third party ● resort to any other security or guarantee or other means of payment No action (or inaction) by the Buyer relating to any such security, guarantee or other means of payment will prejudice or affect the liability of the Guarantor. The Buyer's rights under this Deed of Guarantee are cumulative and not exclusive of any rights provided by Law. The Buyer’s rights may be exercised as often as the Buyer deems expedient. Any waiver by the Buyer of any terms of this Deed of Guarantee, or of any Guaranteed Obligations, will only be effective if given in writing and then only for the purpose and upon the terms and conditions on which it is given. Any release, discharge or settlement between the Guarantor and the Buyer will be conditional upon no security, disposition or payment to the Buyer by the Guarantor or any other person being void, set aside or ordered to be refunded following any enactment or Law relating to liquidation, administration or insolvency or for any other reason. If such condition will not be fulfilled, the Buyer will be entitled to enforce this Deed of Guarantee subsequently as if such release, discharge or settlement had not occurred and any such payment had not been made. The Buyer will be entitled to retain this security before and after the payment, discharge or satisfaction of all monies, obligations and liabilities that are or may become due owing or incurred to the Buyer from the Guarantor for such period as the Buyer may determine.