(the "Guarantor"), as primary obligor,unconditionally and irrevocably guarantees to the Beneficiary, the due and punctual payment and discharge by the Principal on first written demand of all the Principal's present and future indebtedness to the Beneficiary, whether actual or contingent and whether incurred solely or jointly and of all interest, commission, charges and expenses payable by the Principal to the Beneficiary on any account whatever (the `Indebtedness') and agrees to indemnify the Beneficiary in full on demand against any losses, costs and expenses it may incur as a result of or in connection with the Indebtedness and/or this Guarantee (including the costs, charges and expenses incurred in the enforcement of any provision of this Guarantee).
All sums payable by the Guarantor, owner, Director under this Guarantee shall be paid to the Beneficiary without set off or other deduction.
Certificate by the Beneficiary's officer of the amounts due and payable under or in connection with this Guarantee shall be conclusive unless manifestly incorrect.
The Beneficiary may make demand on the Guarantor, owner, Director without prior demand on, or the taking of any action to obtain judgement in any court against, the Principal.
A demand shall be sufficiently served on the Guarantor, owner, Director if made to it at its address set out above in writing (In these Conditions 'writing' includes Post, Email, Telephone, SMS, Fax transmission and any other comparable means of communication) and shall be deemed received if sent personally or by other comparable methods of communication (subject to receiving the electronic transmission receipt) immediately upon delivery and if sent by post 24 hours after posting even if returned undelivered.
The Guarantor, owner, Director shall not be discharged by grant of time, indulgence or any other concessions given to the Principal or any third party by the Beneficiary, the taking, variation, release of ,or neglect to enforce any rights, remedies or securities against the Principal or any other person, any amendment or variation to any agreement or contract between the Beneficiary and the Principal or by anything the Beneficiary may do or omit to do or by any other dealing or thing which, but for this provision, would or might discharge the Guarantor, Owner, Director.
This Guarantee shall:
- (a) be a continuing guarantee, shall not be discharged by any intermediate settlement of the Indebtedness and shall remain in effect until the Indebtedness is discharged in full.
- (b) remain in force notwithstanding (and the Guarantor, owner, Director's obligations under this Guarantee shall not be impaired, affected or discharged by) any failure, defect, illegality or unenforceability of or in any of the Principal's obligations in respect of the Indebtedness or the insolvency, liquidation, administration, winding-up, any change in the constitution or name of or any legal limitation, disability or incapacity of the Principal.
- (c) where given by more than one person, be binding on each such person jointly and severally.
The Guarantor, owner, Director warrants to the Beneficiary that it has not taken or received and agrees not to take, exercise or receive the benefit of any security or other right or benefit (whether by set-off, counterclaim, subrogation, indemnity, proof of liquidation or otherwise) and whether by contribution or otherwise (together 'Rights') from or against the Principal and any other person in respect of any liability of or payment by the Guarantor, owner, Director under this Guarantee or otherwise in connection with this Guarantee. If any such Right is taken, exercised or received by the Guarantor, owner, Director, the Guarantor, owner, Director declares that such Right and all monies at any time received or held in respect of such Right shall be held by the Guarantor on trust for the Beneficiary for application in or towards the discharge of the liabilities of the Guarantor, owner, Director to the Beneficiary under this Guarantee.
This Guarantee shall be in addition to and shall not affect or be affected by any security, right or remedy contained or held by the Beneficiary from time to time for the discharge and performance of any of the liabilities and obligations of the Principal to the Beneficiary.
Any release, discharge or settlement between the Guarantor, owner, Director and the Beneficiary in relation to this Guarantee shall be conditional upon no right, security, disposition or payment to the Beneficiary by the Guarantor, owner, Director and any other person being void, set aside or ordered to be refunded pursuant to any enactment or law relating to breach of duty by any person, bankruptcy, liquidation, administration, protection from creditors generally or insolvency or for any other reason. If any such right, security, disposition or payment is void or at any time is so set aside or ordered to be refunded the Beneficiary shall be entitled subsequently to enforce this Guarantee against the Guarantor, owner, Director as if such release, discharge or settlement had not occurred and any security, disposition or payment had not been made.
The Beneficiary may assign novate or otherwise transfer this Guarantee in whole or in part or any benefit or interest therein or reassign, renovate or retransfer the Guarantee in whole or in part to or from any member of the Beneficiary's Group by giving notice in writing to the Guarantor, owner, Director. In such event the Guarantor, owner, Director agrees that it shall reasonably cooperate with the Beneficiary and any member of its Group to execute all necessary documentation to complete the assignment, notation or transfer. The word 'Group' in this context means any subsidiary or holding company of the Beneficiary and any subsidiaries of such holding company and the terms 'subsidiary' and 'holding company' shall have the meanings given to them by sections 736 and 736A of the Companies Act 1985 (as amended).
Save for any rights which may accrue to any successor or assignee of the Beneficiary no provision in this Guarantee shall be enforceable by a third party except that any member of the Beneficiary's Group shall be entitled to enforce all provisions of this Guarantee subject to and in accordance with the Contracts (Rights of Third Parties) Act 1999.
This Guarantee is governed by and shall be construed in accordance with English law.
By signing this Guarantee you confirm that you have read the provisions set out in this Guarantee and acknowledge that, having been given the opportunity to seek independent legal advice, you understand that you may become liable instead of or as well as the Principal.
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