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Parental Guarantee to Buyer in relation to Acquisition

Buyer

In relation to an acquisition, a guarantee is given by Seller's parent to the Buyer for the Seller's obligations. This guarantee is drafted in favour of the Buyer.

It is established that: The Guarantor is the parent company of (the "Seller").; The Seller has entered into a (the "Agreement") with the Buyer.; The Guarantor has agreed to give this guarantee to the Buyer for the Seller's obligations.

It is agreed as follows:Definitions: In this Guarantee, and in the Recitals and Schedules hereto, the following terms shall (unless the context requires otherwise) have the following respective meanings: Business Day means a day on which banks are open in the jurisdiction for the transaction of business (excluding Saturday).

In consideration of the Buyer entering into the Agreement, the Guarantor (as principal obligor and not merely as a surety) unconditionally and irrevocably, as a continuing obligation, hereby guarantees to the Buyer the proper and punctual observance and performance by the Seller of all its obligations, commitments and undertakings under or pursuant to the Agreement) and agrees to indemnify the Buyer against all loss, damages, costs and expenses which the Buyer may suffer through or arising from any failure by the Seller so to perform and observe any of its obligations, commitments and undertakings under or pursuant to this Agreement.

2.2 If and each time that the Seller fails for any reason whatsoever to perform or observe any of the obligations, commitments or undertakings referred to in clause 2.1, the Guarantor shall forthwith upon demand unconditionally perform (or procure the performance or observance of) and satisfy (or procure the satisfaction of) the obligation, commitment or undertaking in regard to which such failure has occurred in the manner prescribed in the Agreement and so that the same benefits shall be received by, or conferred on, the Buyer as it would have had if such obligation, commitment or undertaking had been duly performed, observed and satisfied by the Seller.

 
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