Common use of Guarantee Clause in Contracts

Guarantee. 2.1. Guarantee Undertaking 2.1.1. As security for any and all Guaranteed Obligations the Guarantor herewith unconditionally and irrevocably guarantees to Eurofima the due and punctual performance by the Company of the Guaranteed Obligations. 2.1.2. The Guarantor's liability under this Guarantee for Guaranteed Principal shall be limited to an amount of EUR 90,000,000 and any other Guaranteed Obligation that is to be calculated in respect of or on the basis of principal outstanding under the Equipment Financing Contracts shall be limited to the amount calculated on such Guaranteed Principal. Any amount paid under this Guarantee on account of Guaranteed Principal shall reduce the liability for Guaranteed Principal, provided that Eurofima shall be free to allocate any payment received under this Guarantee first to any Guaranteed Obligation other than Guaranteed Principal and then to Guaranteed Principal. 2.1.3. This Guarantee constitutes, and is intended by the Guarantor to constitute, a primary, direct, separate, unlimited, non-accessory and independent undertaking (unbeschränkte, nicht akzessorische Verpflichtung) of the Guarantor within the meaning of Article 111 CO and the terms hereof and not a mere surety (Bürgschaft) within the meaning of Article 492 et seq. CO. 2.1.4. The Guarantor hereby undertakes to pay or indemnify Eurofima irrespective of the validity, the effectiveness and the enforceability of the Guaranteed Obligations and waiving all rights of objection and defence arising from or relating to the Guaranteed Obligations, upon first demand by Eurofima from time to time in writing stating that an amount is due and payable and has remained unpaid by the Company under or pursuant to the terms and 2.2. Term and Continuing Guarantee 2.2.1 This Guarantee constitutes and shall be a present and continuing obligation of the Guarantor until full and indefeasible discharge of all Guaranteed Obligations. 2.2.2 The Guarantee shall remain valid and in full force and effect, notwithstanding any amendment or modification of the Equipment Financing Documents, including without limitation any renewal, extension, supplement or replacement thereof or any refinancing granted thereunder and notwithstanding any settlement or other matter or thing whatsoever, and in particular but without limitation, shall not be considered, satisfied discharged, prejudiced, waived or released by any intermediate payment or satisfaction of all or any of the Guaranteed Obligations. If any payment made by the Company on account of the Guaranteed Obligations were to be clawed back, this Guarantee shall be reinstated. 2.3. Preservation of Rights 2.3.1. This Guarantee is in addition and independent of any other security which Eurofima may at any time hold as security for the Guaranteed Obligations or any rights, powers and remedies provided by law and shall not operate so as in any way to prejudice, affect or be prejudiced or affected by any security interest or other right or remedy which Eurofima may now or at any time in the future have in respect of the Guaranteed Obligations. 2.3.2. Neither this Guarantee nor the rights, powers and remedies conferred in respect of the Guarantor upon Eurofima by this Guarantee or by law shall be discharged, impaired or otherwise affected by: (a) the winding-up, dissolution, administration or reorganisation of the Company or any change in its legal status; (b) the winding-up, any amendment, modification, restatement, waiver, invalidity or unenforceability of the terms of the Equipment Financing Contract or the Guaranteed Obligations; (c) any failure to take, or fully to take, any security contemplated by the Equipment Financing Documents or otherwise agreed to be taken in respect of any of the Guaranteed Obligations; and (d) any failure to realise or fully to realise the value of, or any release, discharge, exchange or substitution of, any such security taken in respect of any of the Guaranteed Obligations. 2.3.3. Eurofima shall not be obliged before exercising any of the rights, powers or remedies conferred upon it under this Guarantee or by law: (a) to make any demand on the Company other than a written demand for payment; (b) to take any action or obtain judgment in any court against the Company; (c) to make or file any claim or proof in a winding-up or dissolution of the Company; or (d) to enforce or seek to enforce any security taken in respect of any of the Guaranteed Obligations. 2.3.4. The Guarantor agrees that, until the payment and satisfaction in full of any amount payable under or pursuant to the terms and conditions of the Guaranteed Obligations, the Guarantor shall not exercise any right, including a right of set-off, or remedy arising by reason of any performance by it of this Guarantee, whether by subrogation or otherwise, against the Company.

Guarantee. 2.1. Guarantee Undertaking 2.1.1. As security for any and all Guaranteed Obligations the Guarantor herewith unconditionally and irrevocably guarantees to Eurofima the due and punctual performance by the Company of the Guaranteed Obligations. 2.1.2. The Guarantor's liability under this Guarantee for Guaranteed Principal shall be limited to an amount of EUR 90,000,000 and any other Guaranteed Obligation that is to be calculated in respect of or on the basis of principal outstanding under the Equipment Financing Contracts shall be limited to the amount calculated on such Guaranteed Principal. Any amount paid under this Guarantee on account of Guaranteed Principal shall reduce the liability for Guaranteed Principal, provided that Eurofima shall be free to allocate any payment received under this Guarantee first to any Guaranteed Obligation other than Guaranteed Principal and then to Guaranteed Principal. 2.1.3. This Guarantee constitutes, and is intended by the Guarantor to constitute, a primary, direct, separate, unlimited, non-accessory and independent undertaking (unbeschränkte, nicht akzessorische Verpflichtung) of the Guarantor within the meaning of Article 111 CO and the terms hereof and not a mere surety (Bürgschaft) within the meaning of Article 492 et seq. CO. 2.1.4. The Guarantor hereby undertakes to pay or indemnify Eurofima irrespective of the validity, the effectiveness and the enforceability of the Guaranteed Obligations and waiving all rights of objection and defence arising from or relating to the Guaranteed Obligations, upon first demand by Eurofima from time to time in writing stating that an amount is due and payable and has remained unpaid by the Company under or pursuant to the terms andand conditions of the Equipment Financing Contract or the Guaranteed Obligations or on account of any breach thereof. 2.2. Term and Continuing Guarantee 2.2.1 This Guarantee constitutes and shall be a present and continuing obligation of the Guarantor until full and indefeasible discharge of all Guaranteed Obligations. 2.2.2 The Guarantee shall remain valid and in full force and effect, notwithstanding any amendment or modification of the Equipment Financing Documents, including without limitation any renewal, extension, supplement or replacement thereof or any refinancing granted thereunder and notwithstanding any settlement or other matter or thing whatsoever, and in particular but without limitation, shall not be considered, satisfied discharged, prejudiced, waived or released by any intermediate payment or satisfaction of all or any of the Guaranteed Obligations. If any payment made by the Company on account of the Guaranteed Obligations were to be clawed back, this Guarantee shall be reinstated. 2.3. Preservation of Rights 2.3.1. This Guarantee is in addition and independent of any other security which Eurofima may at any time hold as security for the Guaranteed Obligations or any rights, powers and remedies provided by law and shall not operate so as in any way to prejudice, affect or be prejudiced or affected by any security interest or other right or remedy which Eurofima may now or at any time in the future have in respect of the Guaranteed Obligations. 2.3.2. Neither this Guarantee nor the rights, powers and remedies conferred in respect of the Guarantor upon Eurofima by this Guarantee or by law shall be discharged, impaired or otherwise affected by: (a) the winding-up, dissolution, administration or reorganisation of the Company or any change in its legal status; (b) the winding-up, any amendment, modification, restatement, waiver, invalidity or unenforceability of the terms of the Equipment Financing Contract or the Guaranteed Obligations; (c) any failure to take, or fully to take, any security contemplated by the Equipment Financing Documents or otherwise agreed to be taken in respect of any of the Guaranteed Obligations; and (d) any failure to realise or fully to realise the value of, or any release, discharge, exchange or substitution of, any such security taken in respect of any of the Guaranteed Obligations. 2.3.3. Eurofima shall not be obliged before exercising any of the rights, powers or remedies conferred upon it under this Guarantee or by law: (a) to make any demand on the Company other than a written demand for payment; (b) to take any action or obtain judgment in any court against the Company; (c) to make or file any claim or proof in a winding-up or dissolution of the Company; or (d) to enforce or seek to enforce any security taken in respect of any of the Guaranteed Obligations. 2.3.4. The Guarantor agrees that, until the payment and satisfaction in full of any amount payable under or pursuant to the terms and conditions of the Guaranteed Obligations, the Guarantor shall not exercise any right, including a right of set-off, or remedy arising by reason of any performance by it of this Guarantee, whether by subrogation or otherwise, against the Company.

Guarantee. 2.1. Guarantee Undertaking 2.1.1. As security for any and all Guaranteed Obligations the Guarantor herewith unconditionally and irrevocably guarantees to Eurofima the due and punctual performance by the Company of the Guaranteed Obligations. 2.1.2. The Guarantor's ’s liability under this Guarantee for Guaranteed Principal shall be limited to an amount of EUR 90,000,000 and any other Guaranteed Obligation that is to be calculated in respect of or on the basis of principal outstanding under the Equipment Financing Contracts shall be limited to the amount calculated on such Guaranteed Principal. Any amount paid under this Guarantee on account of Guaranteed Principal shall reduce the liability for Guaranteed Principal, provided that Eurofima shall be free to allocate any payment received under this Guarantee first to any Guaranteed Obligation other than Guaranteed Principal and then to Guaranteed Principal. 2.1.3. This Guarantee constitutes, and is intended by the Guarantor to constitute, a primary, direct, separate, unlimited, non-accessory and independent undertaking (unbeschränkte, nicht akzessorische Verpflichtung) of the Guarantor within the meaning of Article 111 CO and the terms hereof and not a mere surety (Bürgschaft) within the meaning of Article 492 et seq. CO. 2.1.4. The Guarantor hereby undertakes to pay or indemnify Eurofima irrespective of the validity, the effectiveness and the enforceability of the Guaranteed Obligations and waiving all rights of objection and defence arising from or relating to the Guaranteed Obligations, upon first demand by Eurofima from time to time in writing stating that an amount is due and payable and has remained unpaid by the Company under or pursuant to the terms andand conditions of the Equipment Financing Contract or the Guaranteed Obligations or on account of any breach thereof. 2.2. Term and Continuing Guarantee 2.2.1 2.2.1. This Guarantee constitutes and shall be a present and continuing obligation of the Guarantor until full and indefeasible discharge of all Guaranteed Obligations. 2.2.2 2.2.2. The Guarantee shall remain valid and in full force and effect, notwithstanding any amendment or modification of the Equipment Financing Documents, including without limitation any renewal, extension, supplement or replacement thereof or any refinancing granted thereunder and notwithstanding any settlement or other matter or thing whatsoever, and in particular but without limitation, shall not be considered, satisfied discharged, prejudiced, waived or released by any intermediate payment or satisfaction of all or any of the Guaranteed Obligations. If any payment made by the Company on account of the Guaranteed Obligations were to be clawed back, this Guarantee shall be reinstated. 2.3. Preservation of Rights 2.3.1. This Guarantee is in addition and independent of any other security which Eurofima may at any time hold as security for the Guaranteed Obligations or any rights, powers and remedies provided by law and shall not operate so as in any way to prejudice, affect or be prejudiced or affected by any security interest or other right or remedy which Eurofima may now or at any time in the future have in respect of the Guaranteed Obligations. 2.3.2. Neither this Guarantee nor the rights, powers and remedies conferred in respect of the Guarantor upon Eurofima by this Guarantee or by law shall be discharged, impaired or otherwise affected by: (a) the winding-up, dissolution, administration or reorganisation of the Company or any change in its legal status; (b) the winding-up, any amendment, modification, restatement, waiver, invalidity or unenforceability of the terms of the Equipment Financing Contract or the Guaranteed Obligations; (c) any failure to take, or fully to take, any security contemplated by the Equipment Financing Documents or otherwise agreed to be taken in respect of any of the Guaranteed Obligations; and (d) any failure to realise or fully to realise the value of, or any release, discharge, exchange or substitution of, any such security taken in respect of any of the Guaranteed Obligations. 2.3.3. Eurofima shall not be obliged before exercising any of the rights, powers or remedies conferred upon it under this Guarantee or by law: (a) to make any demand on the Company other than a written demand for payment; (b) to take any action or obtain judgment in any court against the Company; (c) to make or file any claim or proof in a winding-up or dissolution of the Company; or (d) to enforce or seek to enforce any security taken in respect of any of the Guaranteed Obligations. 2.3.4. The Guarantor agrees that, until the payment and satisfaction in full of any amount payable under or pursuant to the terms and conditions of the Guaranteed Obligations, the Guarantor shall not exercise any right, including a right of set-off, or remedy arising by reason of any performance by it of this Guarantee, whether by subrogation or otherwise, against the Company.