BUYER IS A COMPANY - GUARANTOR CONDITIONS

THIS CONDITION MUST BE COMPLETED AND THE COMPANY DIRECTORS MUST SIGN AS GUARANTORS:

1. GUARANTEE

1.1 In consideration of the Seller entering into this Contract with the Buyer at the request of the Guarantors, the Guarantors, jointly and severally guarantee to the Seller:

(a) The performance and observance by the Buyer of all its obligations and warranties under the Contract, before, on and after completion of the sale;
(b) The payment of the balance purchase price and any other moneys payable under the Contract by the Buyer to the Seller and to third parties (“the Guarantee”)
1.2 Where there is more than one Guarantor:

(a) The obligations of each Guarantor is joint and several;
(b) The Seller may enforce the Guarantee against all or any of them;
(c) Any notice or demand may be served on all of them by serving any one of them; and
(d) The Guarantee remains binding on the other Guarantors, even if:

(i) Any Guarantor did not sign this Contract or enter into the Guarantee
(ii) The Guarantee is not binding on any Guarantor; or
(iii) The Seller releases any Guarantor from liability under the Guarantee
1.3 This Guarantee is not discharged and the Seller’s rights against the Guarantors are not affected by:

(a) The subsequent death, bankruptcy, liquidation (including a provisional liquidation), appointment of a receiver/manager or administrator of any one or more of the Buyers and Guarantors;
(b) Any indulgence, waiver or extension of time by the Seller to the Buyer or the Guarantors
(c) The Seller’s neglect or failure to enforce, or a waiver of a breach of, the Buyers obligations under the Contract;
(d) The total or partial release of liability of the Buyer or Guarantors by the Seller;
(e) The entry into any arrangement, composition or compromise relating to the sale between the Buyer and the Seller or any other person;
(f) The amendment of any provision of the Contract between the Buyer and the Seller without the Guarantor’s consent but only if the amendment is minor and not prejudicial to the Guarantors
(g) The Buyer’s liability under this Contract or the Contract being or becoming invalid, illegal or unenforceable;
(h) The Seller’s failure to register the Guarantee as a security interest on the Personal Properties Securities register; or
(i) Completion of the sale
1.4 In the event of any breach by the Buyer covered by this Guarantee, including the payment of the balance purchase price, the Seller may proceed to recover the amount claimed as a debt or as damages from the Guarantors jointly or severally without having first instituted legal proceedings against the Buyer and without first exhausting the Seller’s remedies against the Buyer.
1.5 The Guarantors jointly and severally agree to indemnify the Seller against any loss, damage or expense of any nature suffered by it or in respect of any action, demand or proceedings made or taken against it as a result of the failure to comply with or a breach by the Buyer of its obligations or warranties under the Contract.
1.6 The “Guarantors” for the purposes of this special condition are named below and have signed as Guarantors below:

……………………………………………. ………………………………………….
Director’s Full Name Director’s signature as Guarantor