Seller’s Guarantor Clause Samples

Seller’s Guarantor. The Seller’s Guarantor unconditionally and irrevocably guarantees to the Purchaser the punctual discharge by the Seller of its obligations under this Agreement (including its liabilities to pay damages, agreed or otherwise under this Agreement).

Seller’s Guarantor. (a) Guarantor: [Guarantor Name, if any] (b) Guaranty Amount: [Dollar amount text] dollars ($[Number]) (c) Cross Default Amount: [$ , if any]

Seller’s Guarantor. In the event that: (i) the Sellers’ Guarantor ceases to be a wholly owned subsidiary of Anglo American Plc; or (ii) the financial condition of the Seller’s Guarantor materially deteriorates such that its net assets falls below 50 per cent. of the net assets as set out in its audited accounts for the financial year ended 31 December 2009, the Sellers shall notify the Purchaser in reasonable time prior to the occurrence of either (i) or (ii) and promptly procure another entity within the Sellers’ Group, such entity to be agreed to by the Purchaser, acting reasonably (the “New Sellers’ Guarantor”), to be the Sellers’ Guarantor for the purposes of this Agreement and the Tax Indemnity. The Sellers shall procure that the New Sellers’ Guarantor execute a deed of adherence in substantially the form set out in Schedule 17.

Seller’s Guarantor. 13.1 The Seller’s Guarantor irrevocably and unconditionally guarantees to the Buyer the due and punctual performance of each obligation of the Seller contained in the Agreement. The Seller’s Guarantor shall pay to the Buyer from time to time on demand a sum of money which the Seller is at any time liable to pay to the Buyer under or pursuant to the Agreement and which has not been paid at the time the demand is made. The Seller’s Guarantor’s obligations under this clause 13 are primary obligations and not those of a mere surety. 13.2 The Seller’s Guarantor irrevocably and unconditionally agrees to indemnify (and keep indemnified) the Buyer on demand against any loss, liability or cost incurred by the Buyer as a result of any obligation of the Seller referred to in clause 13.1 above being or becoming void, voidable or unenforceable as against the Seller for any reason whatsoever. The amount of the loss, liability or cost shall be equal to the amount which the Buyer would otherwise have been entitled to recover from the Seller. 13.3 The Seller’s Guarantor’s obligations under clauses 13.1 and 13.2 are continuing obligations and are not satisfied, discharged or affected by an intermediate payment or settlement of account by, or a change in the constitution or control of, or merger or consolidation with any other person of, or the insolvency of, or bankruptcy, winding up or analogous proceedings relating to, the Seller. 13.4 The Seller’s Guarantor’s liabilities under clauses 13.1 and 13.2 are not affected by an arrangement which the Buyer may make with the Seller or with another person which (but for this clause 13.4) might operate to diminish or discharge the liability of or otherwise provide a defence to a surety. 13.5 Without affecting the generality of clause 13.4, the Buyer may at any time as it thinks fit and without reference to the Seller’s Guarantor and without prejudice to the Seller’s Guarantor’s obligations under this clause 13: 13.5.1 grant a time for payment or grant another indulgence or agree to an amendment, variation, waiver or release in respect of an obligation of the Seller under the Agreement; 13.5.2 give up, deal with, vary, exchange or abstain from perfecting or enforcing other securities or guarantees held by the Buyer; 13.5.3 discharge a party to other securities or guarantees held by the Buyer and realise all or any of those securities or guarantees; and 13.5.4 compound with, accept compositions from and make other arrangements with t...

Seller’s Guarantor. Sellers’ Guarantor hereby unconditionally guarantees, as a primary obligor and not merely as a surety (codeudor solidario), the due and punctual payment and performance of Sellers’ payment of money obligations under this Agreement, including, without limitation, Sellers’ indemnification obligations, whether direct or indirect, liquidated, absolute, Execution Version accrued, contingent or otherwise and whether due or to become due. The guarantee of Sellers’ Guarantor hereunder shall survive the Closing and shall remain in effect for so long as Sellers have any of such obligations outstanding. In addition, the Sellers’ Guarantor hereby agrees to remain economically and financially solvent with respect to or in connection with all covenants and obligations contained in this Agreement, for the purpose of fulfilling its indemnification obligations contained in this Agreement.

Seller’s Guarantor. Mr. Kachel hereby unconditionally and irrevocably guarantees to the Purchaser the due and punctual performance of all obligations of the Seller under this Agreement. Mr. Kachel hereby waives any rights which he may have to require Purchaser to proceed first against, or claim payment from, the Seller to the intent that as between Purchaser and Mr. Kachel the latter shall be liable as principal debtor as if it had entered into the undertaking jointly and severally with the Seller. Sentence 2 only apples if, and to the extent that, Kachel Holding has made any distributions or payments prior to the expiry of the limitation period.

Seller’s Guarantor. 35.1 In consideration of the Purchasers entering into this Agreement, the Sellers’ Guarantor unconditionally and irrevocably guarantees to each of the Purchasers and to each of the their respective Affiliates as a continuing obligation that each of the Sellers and their respective Affiliates will comply properly and punctually with its obligations under this Agreement and each Transaction Document. 35.2 The liability of the Sellers’ Guarantor under clause 35.1 shall not be discharged or impaired by: (a) any amendment, variation or assignment of this Agreement or any Transaction Document or any waiver of its or their terms; (b) any release of, or granting of time or other indulgence to, the Sellers, their respective Affiliates or any third party; (c) any winding up, dissolution, reconstruction, legal limitation, incapacity or lack of corporate power or authority or other circumstances affecting the Sellers (or any act taken by the Sellers in relation to any such event); or (d) any other act, event, neglect or omission (whether or not known to the Purchasers, the Purchasers’ Guarantor, the Sellers or the Sellers’ Guarantor) which would or might (but for this clause) operate to impair or discharge the Sellers’ Guarantor of liability or afford the Sellers’ Guarantor or the Sellers or their respective Affiliates any legal or equitable defence.

Seller’s Guarantor. (a) Guarantor: Not applicable at this time.

Seller’s Guarantor. (a) Guarantor: Not applicable at this time. (b) Guaranty Amount: Not applicable at this time (c) Cross Default Amount: Not applicable at this time.