CPW Assurance Clause Samples

CPW Assurance. (a) CPW unconditionally and irrevocably guarantees to the BBY Shareholders as a continuing obligation the due and punctual performance of the JV Co Payment Obligations under this deed (the "CPW Guaranteed Obligations"). (b) CPW agrees to indemnify the BBY Shareholders and the BBY Shareholders' Group against all reasonable losses, reasonable damages, reasonable costs and reasonable expenses (including reasonable legal costs and expenses) which the BBY Shareholders or the BBY Shareholders' Group may suffer or incur through or arising from any failure by CPW to satisfy the guarantee under clause 2.4(a). (c) CPW shall not in any way or to any extent be released from its obligations under this guarantee by reason of: (i) any time or other indulgence, waiver, release or discharge granted by the BBY Shareholders or any member of the BBY Shareholders' Group to CPW or to any third party; (ii) the acceptance of any compensation from or the making of any arrangement with JV Co or any third party; or (iii) any circumstances or any provision or rule of law whether statutory or otherwise affecting or preventing recovery from JV Co of any sum due or rendering any debt, obligation or liability of JV Co void or unenforceable, and which, but for this clause, might operate to exonerate or discharge JV Co from its obligations to the BBY Shareholders and/or any member of the BBY Shareholders' Group under this guarantee and this guarantee shall continue in force until JV Co or CPW on its behalf shall have fully performed and discharged all of the CPW Guaranteed Obligations. (d) Any settlement or discharge between the BBY Shareholders and/or the BBY Shareholders' Group and JV Co shall be subject to the condition that no security or payment to the BBY Shareholders and/or the BBY Shareholders' Group by CPW or any third party shall be avoided or reduced by virtue of any provision or enactment relating to bankruptcy, insolvency or liquidation for the time being and from time to time in force. (e) Without prejudice to the rights of the BBY Shareholders and/or the BBY Shareholders' Group against CPW as principal debtor CPW shall as between the BBY Shareholders and/or the BBY Shareholders' Group be deemed principal debtor and obligor in respect of the CPW Guaranteed Obligations and not merely a surety and accordingly it shall not be necessary for the BBY Shareholders and/or BBY Shareholders' Group before seeking to enforce this guarantee to seek to enforce any security or lien it may h...