Undertakings of the Guarantor. 12.1 The Guarantor(s) undertakes with CGC that from the date of this Guarantee until all its liabilities under this Guarantee have been discharged: (a) the liabilities of the Guarantor(s) under this Guarantee will rank at least equally and rateably (pari passu) in point of priority and security with all its other unsecured liabilities (both actual and contingent) except: (i) liabilities which are subject to liens or rights of set off arising in the normal course of trading and the aggregate amount of which is not material; and (ii) liabilities which are preferred solely by laws of Malaysia and not by reason of any security interest, and the Guarantor(s) shall not create or permit to exist over all or any part of its business or assets any security interest other than those permitted under this Section without the prior written consent of CGC; (b) it will deliver to CGC: (i) as soon as they become available (and in any event within one hundred and fifty (150) days after the end of each of its financial year) copies of its consolidated financial statements for the period which shall contain an income statement and a balance sheet and be audited and certified by a firm of independent auditors; (ii) within sixty (60) days after the end of each quarterly unaudited consolidated financial statements for that period which shall contain an income statement and a balance sheet and shall be accompanied by confirmation by the Guarantor(s) that the aforesaid quarterly consolidated financial statements have been prepared in accordance with generally accepted accounting principles in Malaysia and give a true and fair view of the results of its/their operations for those period(s); and (iii) promptly, such additional financial or other information as CGC may from time to time request; (c) the Guarantor(s) will maintain in full force and effect all relevant authorizations (governmental and otherwise) and will promptly obtain any further authorization which may become necessary to enable it to perform any of the transactions contemplated by this Guarantee; (d) the Guarantor(s) will immediately notify CGC upon becoming aware of the revocation or variation of any authorization; (e) if the Guarantor(s) becomes aware of the occurrence of an Event of Default it will forthwith notify CGC and provide CGC with full details of any steps which the Customer is taking, or is considering taking, in order to remedy or mitigate the effect of the Event of Default or otherwise in connection with it; (f) the Guarantor(s) will punctually pay all the Guaranteed Amounts when due and payable except for amounts which the Guarantor(s) contests in good faith; (g) the Guarantor(s) will carry out and operate its business and affairs with due diligence and efficiency and in accordance with sound financial and industrial standards and practices and take out or maintain valid insurances in respect of all its assets and business against all risks which are normally insured by other companies carrying on similar business for such amounts as would in the circumstances be considered prudent by such other companies and will not do or omit to do or suffer anything to be done which render any policies of insurance taken out by it void or voidable; (h) the Guarantor(s) will, by written notice, inform CGC of: (i) any legal proceedings, litigation or claim, involving the Guarantor(s) which has adversely affected the Guarantor(s)’ ability to fulfill its obligations under this Guarantee or its financial position; (ii) any dispute between the Guarantor(s) and any Government or statutory body in respect of any of the Guarantor(s)’ lands and other assets which has adversely affect the Guarantor(s)’ ability to fulfill its obligations under this Guarantee or its financial position; and (iii) any matter which has adversely affected or may adversely affect the Guarantor(s)’ ability to fulfill its obligations under this Guarantee or its financial position; (i) the Guarantor(s) shall not take or accept any security interest or other security from the Customer or, in relation to the Guaranteed Amounts, from any third party, without first obtaining CGC’s written consent and the Guarantor(s) hereby agrees that in the event of such security is taken the same shall be held in trust for CGC and shall be deposited with CGC; (j) until all the Guaranteed Amounts due or incurred by the Customer to CGC shall have been paid or discharged in full, the Guarantor(s) shall not by paying off any sum recoverable hereunder or by any other means or on any ground, claim any set-off or counterclaim against the Customer in respect of any liability from the Customer to the Guarantor(s) or any claim or prove in competition with CGC in respect of any payment by the Customer be entitled to claim or have the benefit of any set-off or counter claim or proof against or dividend composition or payment by the Guarantor(s) hereunder or its estate or the benefit of any other security which CGC may now or hereafter hold for any money or liabilities or incurred by the Customer to it or to have any share herein; (k) if, notwithstanding sections (h) and (i) above, the Guarantor(s) may (notwithstanding payment to CGC by the Guarantor(s) or any other person of any of the Guaranteed Amounts) rank as creditors and prove in the winding up of the Customer for the whole amount outstanding against the Customer or such ultimate balance and CGC may and shall be entitled to receive and retain the whole of the dividends to the exclusion of all the Guarantor(s)’ rights as guarantor and no money or dividend so received by CGC shall be treated as received in respect of this Guarantee or otherwise in relation to the Guarantor(s) but the full amount hereby guarantee shall be payable by the Guarantor(s) until CGC shall have received from all sources one hundred sen in the Ringgit on the ultimate balance outstanding against the Customer; (l) until all monies due or payable by the Customer to CGC shall have been fully paid and all its liabilities to CGC shall have been satisfied and discharged, the Guarantor(s) shall not: (i) in respect of any monies which may have been paid by the Guarantor(s), seek to enforce payment or to exercise any other rights or legal remedies of whatsoever kind which may be due and payable howsoever to the Guarantor(s) in respect of the amount so paid, against the Customer; (ii) prove in competition with CGC for any monies due and payable by the Customer on any account whatsoever and/or in respect of any monies due or payable from the Customer to the Guarantor(s) but will give to CGC the benefit of any proof which the Guarantor(s) may be able to make in the liquidation of the Customer or in any arrangement or composition with the creditors (iii) take any steps to enforce any rights against the Customer or receive or claim or have the benefit of any payment or distribution from or on account of the Customer pursuant to this Guarantee, CGC may at its sole discretion instruct the Guarantor(s) to take any steps referred to in this sub-paragraph and any monies or other benefit thereby obtained by the Guarantor(s) will thereafter be held by the Guarantor(s) in trust for CGC; and (m) to subordinate any and all indebtedness of the Customer to the Guarantor(s), whether or not incurred pursuant to or arising out of this Guarantee, to secure the Guaranteed Amount. Without prejudice to the generality of the foregoing, the Guarantor(s) hereby undertakes to CGC that at all times during the continuance of the Financing Facility or this Guarantee for so long as any monies shall remain payable under the Financing Facility or this Guarantee, the Guarantor(s) shall not without CGC’s prior consent in writing, claim demand accept or receive from the Customer, by set off or in any other manner, payment of any financing facility by the Guarantor(s) to the Customer or any part thereof and shall in the event of the Guarantor(s) accepting such payment, the monies so received shall be deemed to be received in trust for CGC and shall forthwith be paid over to CGC. 12.2 The Guarantor(s) hereby undertakes that not later than execution of this Guarantee, the Guarantor(s) shall, if the Guarantor(s) is not represented by advocates and solicitors in this transaction, deliver to CGC a statutory declaration duly executed by the Guarantor(s) before a commissioner for oaths stating that the Guarantor(s) is executing this Guarantee with full knowledge and understanding of the nature and effect of the contents hereof and of its own free will.
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Sources: Guarantee Agreement (SAGTEC GLOBAL LTD), Guarantee Agreement (SAGTEC GLOBAL LTD)
Undertakings of the Guarantor. 12.1 The Guarantor(s) Guarantor undertakes with CGC the Bank that from the date of this Guarantee until all its liabilities under this Guarantee have been discharged:
(a) the liabilities of the Guarantor(s) Guarantor under this Guarantee will rank at least equally and rateably (pari passu) in point of priority and security with all its other unsecured liabilities (both actual and contingent) except:
(i) liabilities which are subject to liens or rights of set set-off arising in the normal course of trading and the aggregate amount of which is not material; andor
(ii) liabilities which are preferred solely by laws of Malaysia and not by reason of any security interestSecurity Interest, and the Guarantor(s) Guarantor shall not create or permit to exist over all or any part of its business or assets any security interest Security Interest other than those permitted under this Section above without the prior written consent of CGCthe Bank such consent not to be unreasonably withheld;
(b) it will deliver to CGCthe Bank:
(i) in the case where the Guarantor is a Company unaudited consolidated financial statements as soon as they become available (and in any event within one hundred and fifty (150) days after the end of each of its financial year) copies of its consolidated financial statements for the period which shall contain an income statement and a balance sheet and be audited and certified by a firm of independent auditors;
(ii) within sixty (60) days after the end of each quarterly unaudited consolidated financial statements for that period which shall contain an income statement and a balance sheet and shall are available. The same may be accompanied by with a confirmation by the Guarantor(s) Guarantor that the aforesaid quarterly unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in Malaysia and give a true and fair view of the results of its/their operations for those period(s); and
(iiiii) promptly, such additional financial or other information as CGC the Bank may from time to time request;
(c) the Guarantor(s) Guarantor will maintain in full force and effect all relevant authorizations authorisations (governmental and otherwise) and will promptly obtain any further authorization which authorisation as may become necessary to enable it to perform any of be required by the transactions contemplated by this GuaranteeBank;
(d) the Guarantor(s) Guarantor will immediately notify CGC the Bank upon becoming aware of the revocation or variation of any authorizationauthorisation;
(e) if the Guarantor(s) Guarantor becomes aware of the occurrence of an Event of Default Default, it will forthwith notify CGC and the Bank of the same without delay. The Guarantor agrees to provide CGC the Bank with full details of any steps which the Customer it is taking, or is considering taking, in order to remedy or mitigate the effect of the Event of Default or otherwise in connection with itDefault;
(f) the Guarantor(s) Guarantor will punctually pay all the Guaranteed Amounts Armounts when due and payable owing except for amounts which the Guarantor(s) Guarantor contests in good faith;
(g) the Guarantor(s) Guarantor will carry out and operate its business and affairs with due diligence and diligence, efficiency and in accordance with sound financial and industrial standards and practices and practices. The Guarantor will take out or out/maintain valid insurances Takaful/insurance in respect of all its assets and business against all risks which are normally insured by other companies carrying on similar business business. Insured amount will be for such amounts as would in the circumstances be considered prudent by such other companies and will not do or omit to do or suffer anything to be done which render any policies of insurance taken out by it void or voidablesimilar business;
(h) the Guarantor(s) Guarantor will, by written notice, inform CGC the Bank of:
(i) any legal proceedings, litigation or claim, involving the Guarantor(s) Guarantor which has adversely affected or may adversely affect the Guarantor(s)’ Guarantor's ability to fulfill fulfil its obligations under this Guarantee or its financial positionGuarantee;
(ii) any dispute between the Guarantor(s) Guarantor and any Government or statutory body in respect of any of the Guarantor(s)’ Guarantor's lands and other assets which has may be adversely affect the Guarantor(s)’ ability to fulfill its obligations under this Guarantee or its financial position; andaffected;
(iii) any matter which has adversely affected or may adversely affect the Guarantor(s)’ Guarantor's ability to fulfill fulfil its obligations under this Guarantee or its financial position;
(i) the Guarantor(s) Guarantor shall not take or accept any security interest Security Interest or other security from the Customer or, in relation to the Guaranteed Amounts, or from any third party, party to secure the Guaranteed Amounts without first obtaining CGC’s the Bank's written consent and the Guarantor(s) hereby agrees that in the event of such security is taken the same consent. The Bank shall be held in trust for CGC and shall be deposited with CGCnot unreasonably withhold its consent;
(j) until all the Guaranteed Amounts due or incurred by the Customer to CGC shall the Bank have been paid or discharged in full, the Guarantor(s) Guarantor shall not by paying off any sum recoverable hereunder or by any other means or on any ground, claim any set-off or counterclaim against the Customer in respect of any liability from except with the Customer to the Guarantor(s) or any claim or prove in competition with CGC in respect of any payment by the Customer be entitled to claim or have the benefit of any set-off or counter claim or proof against or dividend composition or payment by the Guarantor(s) hereunder or Bank's written consent. The Bank shall not unreasonably withhold its estate or the benefit of any other security which CGC may now or hereafter hold for any money or liabilities or incurred by the Customer to it or to have any share hereinconsent;
(k) if, notwithstanding sections (h) and (i) aboveshould the Customer become bankrupt or be wound up, the Guarantor(s) Bank may (notwithstanding payment to CGC by the Guarantor(s) or any other person of any of the Guaranteed Amounts) rank as creditors and prove in the bankruptcy or winding up of the Customer for the whole amount outstanding against the Customer or such ultimate balance and CGC may and shall be entitled to receive and retain the whole of the dividends to the exclusion of all the Guarantor(s)’ rights as guarantor and no Customer. No money or dividend so received by CGC the Bank shall be treated as received in respect of this Guarantee or otherwise in relation to until the Guarantor(s) but the full amount hereby guarantee shall be payable by the Guarantor(s) until CGC Bank shall have received from all sources one hundred sen in the Ringgit on the ultimate balance whole amount outstanding against the Customer;
(l) until all monies due or payable by the Customer to CGC shall have been fully paid and all its liabilities to CGC shall have been satisfied and discharged, the Guarantor(s) shall not:
(i) in respect of any monies which may have been paid by the Guarantor(s), seek to enforce payment or to exercise any other rights or legal remedies of whatsoever kind which may be due and payable howsoever to the Guarantor(s) in respect of the amount so paid, against the Customer;
(ii) prove in competition with CGC for any monies due and payable by the Customer on any account whatsoever and/or in respect of any monies due or payable from the Customer to the Guarantor(s) but will give to CGC the benefit of any proof which the Guarantor(s) may be able to make in the liquidation of the Customer or in any arrangement or composition with the creditors
(iii) take any steps to enforce any rights against the Customer or receive or claim or have the benefit of any payment or distribution from or on account of the Customer pursuant to this Guarantee, CGC may at its sole discretion instruct the Guarantor(s) to take any steps referred to in this sub-paragraph and any monies or other benefit thereby obtained by the Guarantor(s) will thereafter be held by the Guarantor(s) in trust for CGC; and
(m) to subordinate any and all indebtedness of the Customer to the Guarantor(s), whether or not incurred pursuant to or arising out of this Guarantee, to secure the Guaranteed Amount. Without prejudice to the generality of the foregoing, the Guarantor(s) hereby undertakes to CGC that at all times during the continuance of the Financing Facility or this Guarantee for so long as any monies shall remain payable under the Financing Facility or this Guarantee, the Guarantor(s) shall not without CGC’s prior consent in writing, claim demand accept or receive from the Customer, by set off or in any other manner, payment of any financing facility by the Guarantor(s) to the Customer or any part thereof and shall in the event of the Guarantor(s) accepting such payment, the monies so received shall be deemed to be received in trust for CGC and shall forthwith be paid over to CGC.
12.2 The Guarantor(s) hereby undertakes that not later than execution of this Guarantee, the Guarantor(s) shall, if the Guarantor(s) is not represented by advocates and solicitors in this transaction, deliver to CGC a statutory declaration duly executed by the Guarantor(s) before a commissioner for oaths stating that the Guarantor(s) is executing this Guarantee with full knowledge and understanding of the nature and effect of the contents hereof and of its own free will.
Appears in 1 contract
Undertakings of the Guarantor. 12.1 The Guarantor(s) undertakes with CGC that from the date of this Guarantee until all its liabilities under this Guarantee have been discharged:
(a) the liabilities of the Guarantor(s) under this Guarantee will rank at least equally and rateably (pari passu) in point of priority and security with all its other unsecured liabilities (both actual and contingent) except:
(i) liabilities which are subject to liens or rights of set off arising in the normal course of trading and the aggregate amount of which is not material; and
(ii) liabilities which are preferred solely by laws of Malaysia and not by reason of any security interest, and the Guarantor(s) shall not create or permit to exist over all or any part of its business or assets any security interest other than those permitted under this Section without the prior written consent of CGC;
(b) it will deliver to CGC:
(i) as soon as they become available (and in any event within one hundred and fifty (150) days after the end of each of its financial year) copies of its consolidated financial statements for the period which shall contain an income statement and a balance sheet and be audited and certified by a firm of independent auditors;
(ii) within sixty (60) days after the end of each quarterly unaudited consolidated financial statements for that period which shall contain an income statement and a balance sheet and shall be accompanied by confirmation by the Guarantor(s) that the aforesaid quarterly consolidated financial statements have been prepared in accordance with generally accepted accounting principles in Malaysia and give a true and fair view of the results of its/their operations for those period(s); and
(iii) promptly, such additional financial or other information as CGC may from time to time request;
(c) the Guarantor(s) will maintain in full force and effect all relevant authorizations (governmental and otherwise) and will promptly obtain any further authorization which may become necessary to enable it to perform any of the transactions contemplated by this Guarantee;
(d) the Guarantor(s) will immediately notify CGC upon becoming aware of the revocation or variation of any authorization;
(e) if the Guarantor(s) becomes aware of the occurrence of an Event of Default it will forthwith notify CGC and provide CGC with full details of any steps which the Customer is taking, or is considering taking, in order to remedy or mitigate the effect of the Event of Default or otherwise in connection with it;
(f) the Guarantor(s) will punctually pay all the Guaranteed Amounts when due and payable except for amounts which the Guarantor(s) contests in good faith;
(g) the Guarantor(s) will carry out and operate its business and affairs with due diligence and efficiency and in accordance with sound financial and industrial standards and practices and take out or maintain valid insurances in respect of all its assets and business against all risks which are normally insured by other companies carrying on similar business for such amounts as would in the circumstances be considered prudent by such other companies and will not do or omit to do or suffer anything to be done which render any policies of insurance taken out by it void or voidable;
(h) the Guarantor(s) will, by written notice, inform CGC of:
(i) any legal proceedings, litigation or claim, involving the Guarantor(s) which has adversely affected the Guarantor(s)’ ability to fulfill its obligations under this Guarantee or its financial position;
(ii) any dispute between the Guarantor(s) and any Government or statutory body in respect of any of the Guarantor(s)’ lands and other assets which has adversely affect the Guarantor(s)’ ability to fulfill its obligations under this Guarantee or its financial position; and
(iii) any matter which has adversely affected or may adversely affect the Guarantor(s)’ ability to fulfill its obligations under this Guarantee or its financial position;
(i) the Guarantor(s) shall not take or accept any security interest or other security from the Customer or, in relation to the Guaranteed Amounts, from any third party, without first obtaining CGC’s written consent and the Guarantor(s) hereby agrees that in the event of such security is taken the same shall be held in trust for CGC and shall be deposited with CGC;
(j) until all the Guaranteed Amounts due or incurred by the Customer to CGC shall have been paid or discharged in full, the Guarantor(s) shall not by paying off any sum recoverable hereunder or by any other means or on any ground, claim any set-off or counterclaim against the Customer in respect of any liability from the Customer to the Guarantor(s) or any claim or prove in competition with CGC in respect of any payment by the Customer be entitled to claim or have the benefit of any set-off or counter claim or proof against or dividend composition or payment by the Guarantor(s) hereunder or its estate or the benefit of any other security which CGC may now or hereafter hold for any money or liabilities or incurred by the Customer to it or to have any share herein;
(k) if, notwithstanding sections (h) and (i) above, the Guarantor(s) may (notwithstanding payment to CGC by the Guarantor(s) or any other person of any of the Guaranteed Amounts) rank as creditors and prove in the winding up of the Customer for the whole amount outstanding against the Customer or such ultimate balance and CGC may and shall be entitled to receive and retain the whole of the dividends to the exclusion of all the Guarantor(s)’ rights as guarantor and no money or dividend so received by CGC shall be treated as received in respect of this Guarantee or otherwise in relation to the Guarantor(s) but the full amount hereby guarantee shall be payable by the Guarantor(s) until CGC shall have received from all sources one hundred sen in the Ringgit on the ultimate balance outstanding against the Customer;
(l) until all monies due or payable by the Customer to CGC shall have been fully paid and all its liabilities to CGC shall have been satisfied and discharged, the Guarantor(s) shall not:
(i) in respect of any monies which may have been paid by the Guarantor(s), seek to enforce payment or to exercise any other rights or legal remedies of whatsoever kind which may be due and payable howsoever to the Guarantor(s) in respect of the amount so paid, against the Customer;
(ii) prove in competition with CGC for any monies due and payable by the Customer on any account whatsoever and/or in respect of any monies due or payable from the Customer to the Guarantor(s) but will give to CGC the benefit of any proof which the Guarantor(s) may be able to make in the liquidation of the Customer or in any arrangement or composition with the creditors;
(iii) take any steps to enforce any rights against the Customer or receive or claim or have the benefit of any payment or distribution from or on account of the Customer pursuant to this Guarantee, CGC may at its sole discretion instruct the Guarantor(s) to take any steps referred to in this sub-paragraph and any monies or other benefit thereby obtained by the Guarantor(s) will thereafter be held by the Guarantor(s) in trust for CGC; and
(m) to subordinate any and all indebtedness of the Customer to the Guarantor(s), whether or not incurred pursuant to or arising out of this Guarantee, to secure the Guaranteed Amount. Without prejudice to the generality of the foregoing, the Guarantor(s) hereby undertakes to CGC that at all times during the continuance of the Financing Facility or this Guarantee for so long as any monies shall remain payable under the Financing Facility or this Guarantee, the Guarantor(s) shall not without CGC’s prior consent in writing, claim demand accept or receive from the Customer, by set off or in any other manner, payment of any financing facility by the Guarantor(s) to the Customer or any part thereof and shall in the event of the Guarantor(s) accepting such payment, the monies so received shall be deemed to be received in trust for CGC and shall forthwith be paid over to CGC.
12.2 The Guarantor(s) hereby undertakes that not later than execution of this Guarantee, the Guarantor(s) shall, if the Guarantor(s) is not represented by advocates and solicitors in this transaction, deliver to CGC a statutory declaration duly executed by the Guarantor(s) before a commissioner for oaths stating that the Guarantor(s) is executing this Guarantee with full knowledge and understanding of the nature and effect of the contents hereof and of its own free will.
Appears in 1 contract