A guarantee is given to a party on a Company's obligations and liabilities in return for the party's consent in relation to a particular matter. This is drafted in favour of the Guarantor.
With a view to obtaining the consent of the Consenting Party in relation to the Proposal (the Consent), the Guarantor has agreed at the request of the Consenting Party to give a guarantee in respect of the obligations and liabilities of the Company as are set out in the Schedule to this Guarantee (together the Relevant Liabilities).
In consideration of the Consenting Party consenting to the Proposal, the Guarantor unconditionally and irrevocably, as a continuing obligation, hereby guarantees to the Consenting Party the proper and punctual observance and performance by the Company of all its obligations, commitments and undertakings under or pursuant to the Agreement.
The Guarantor's liability shall remain in force notwithstanding any act, omission, neglect, event or matter whatsoever (whether or not known to the Company, the Consenting Party or the Guarantor). Nothing shall impair or discharge the Guarantor's liability or obligations under this clause 2 and this shall apply, without limitation, in relation to:
(a) anything which would have discharged the Guarantor (wholly or in part) whether as surety, co-obligor or otherwise or which would have afforded the Guarantor any legal or equitable defence; or
(b) the existence, validity, taking or renewal of any other guarantee, security, right of recourse, set off or combination or other right or interest held or had by the Consenting Party in relation to the Agreement or any demand or enforcement of, neglect to perfect, failure to demand or enforce or the release or waiver of any such guarantee, security, right of recourse, set off or combination or other right or interest; or
(c) any amendment to or variation (however substantial or material) of the Agreement or any security or other document relating to the Agreement or any assignment of the Agreement or any waiver or departure from the terms or any such security or document; or
(d) any release of, or granting of time or any other indulgence to, the Company or any other person; or
(e) any winding up, dissolution, reconstruction, arrangement or reorganisation, legal limitation, disability, incapacity or lack of corporate power or authority or other circumstances of, or any change in the constitution or corporate identity (including amalgamation) or loss of corporate identity by, the Company, the Consenting Party, the Guarantor or any other person (or any act taken by the Company, the Consenting Party, the Guarantor or any other person in relation to any such event); or
(f) any other circumstances which might render void or unenforceable the obligations, commitments and undertakings of the Company under the Agreement or which might affect the Consenting Party's ability to recover amounts from the Company; or
(g) any defence or counterclaim which the Company may be able to assert against the Consenting Party.