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The document titled 'Parental Guarantee to Buyer in relation to Acquisition' is a guarantee agreement entered into between two parties: the guarantor and the buyer. The guarantor, who is the parent company of the seller, agrees to provide a guarantee to the buyer for the seller's obligations under an agreement between the seller and the buyer. The purpose of this guarantee is to ensure the proper and punctual observance and performance of the seller's obligations.
The document begins with an interpretation section, which provides definitions for certain terms used throughout the guarantee. It clarifies that references to clauses or schedules are to clauses of or schedules to this guarantee, and headings are inserted for convenience only and do not affect the construction of the guarantee.
The guarantee section (Section 2) outlines the obligations of the guarantor. It states that the guarantor, as a principal obligor, guarantees the proper and punctual observance and performance of all the seller's obligations under the agreement. The guarantor agrees to indemnify the buyer against any loss, damages, costs, and expenses resulting from the seller's failure to perform or observe its obligations.
If the seller fails to perform or observe any obligations, the guarantor is required to perform or procure the performance of those obligations. The guarantor's liability under this guarantee remains in force regardless of any act, omission, neglect, event, or matter. The obligations of the guarantor are continuing and extend to all obligations of the seller, even if there are intermediate payments or discharges.
The guarantee also addresses the issue of security and the buyer's right to recover amounts from the seller. The guarantor waives the right to require the buyer to proceed against the seller or any other person and agrees not to claim in competition with the buyer in any liquidation, administration, receivership, or winding-up. The guarantor's obligations under the guarantee are in addition to any other security held by the buyer.
The guarantee further specifies that any amounts payable under the guarantee should be paid in full without any deduction or withholding, unless required by law. If any deduction or withholding is made, the guarantor must pay an additional amount to ensure the buyer receives the full amount.
The document also includes provisions regarding notices, invalidity of provisions, rights of third parties, and choice of law and jurisdiction.
Overall, this guarantee document is crucial for the buyer as it provides assurance that the seller's obligations will be fulfilled, and the buyer will be protected from any loss or damages resulting from the seller's failure to perform or observe its obligations.
1. Read the entire guarantee document carefully to understand its purpose and the obligations of the guarantor.
2. Pay attention to the interpretation section, which provides definitions for certain terms used in the guarantee.
3. Understand the guarantee section (Section 2), which outlines the obligations of the guarantor. Note that the guarantor guarantees the proper and punctual observance and performance of the seller's obligations under the agreement.
4. Take note of the guarantor's liability, which remains in force regardless of any act, omission, neglect, event, or matter.
5. Consider the issue of security and the buyer's right to recover amounts from the seller. Understand that the guarantor waives the right to require the buyer to proceed against the seller or any other person.
6. Be aware of the obligations of the guarantor, which are continuing and extend to all obligations of the seller, even if there are intermediate payments or discharges.
7. Understand the provisions regarding notices, including the methods of service and the addresses of the parties.
8. Take note of the provisions regarding invalidity of provisions and rights of third parties.
9. Consider the choice of law and jurisdiction, which specifies the applicable law and the courts with jurisdiction over any disputes.
10. Seek legal advice if necessary to ensure a thorough understanding of the guarantee document and its implications for the buyer.