AND
(B)
AS A SEPARATE AND ADDITIONAL LIABILITY,
INDEMNIFIES THE SELLER AGAINST ALL LOSS, ACTIONS, PROCEEDINGS AND JUDGMENTS OF
ANY NATURE, INCURRED BY, BROUGHT, MADE OR RECOVERED AGAINST THE SELLER ARISING
FROM ANY DEFAULT OR DELAY IN THE DUE AND PUNCTUAL PERFORMANCE OF THE BUYER'S
OBLIGATIONS UNDER THIS AGREEMENT.
12.2
EXTENT OF GUARANTEE AND INDEMNITY
The liability of the Buyer's Guarantor under this clause 12 is not affected by
anything which, but for this clause 12, might operate to release or exonerate
the Buyer's Guarantor in whole or in part from its obligations including any of
the following, whether with or without the consent of the Buyer's Guarantor:
(A)
THE GRANT TO THE BUYER, THE BUYER'S
GUARANTOR OR ANY OTHER PERSON OF ANY TIME, WAIVER OR OTHER INDULGENCE, OR THE
DISCHARGE OR RELEASE OF THE BUYER, THE BUYER'S GUARANTOR OR ANY OTHER PERSON
FROM ANY LIABILITY OR OBLIGATION;
(B)
THE SELLER OR THE SELLER'S GUARANTOR
EXERCISING OR REFRAINING FROM EXERCISING ITS RIGHTS UNDER ANY SECURITY OR ANY
OTHER RIGHTS, POWERS OR REMEDIES AGAINST THE BUYER, THE BUYER'S GUARANTOR OR ANY
OTHER PERSON;
(C)
THE AMENDMENT, REPLACEMENT, EXTINGUISHMENT,
UNENFORCEABILITY, FAILURE, LOSS, RELEASE, DISCHARGE, ABANDONMENT OR TRANSFER
EITHER IN WHOLE OR IN PART AND EITHER WITH OR WITHOUT CONSIDERATION, OF ANY
SECURITY NOW OR IN THE FUTURE HELD BY THE SELLER OR THE SELLER'S GUARANTOR FROM
THE BUYER, THE BUYER'S GUARANTOR OR ANY OTHER PERSON OR BY THE TAKING OF OR
FAILURE TO TAKE ANY SECURITY;
(D)
THE FAILURE OR OMISSION OR ANY DELAY BY THE
SELLER OR THE BUYER TO GIVE NOTICE TO THE BUYER'S GUARANTOR OF ANY DEFAULT BY
THE BUYER OR ANY OTHER PERSON UNDER THIS AGREEMENT; AND
(E)
ANY LEGAL LIMITATION, DISABILITY, INCAPACITY
OR OTHER CIRCUMSTANCES RELATED TO THE BUYER, THE BUYER'S GUARANTOR OR ANY OTHER
PERSON.
14
12.3
PRINCIPAL AND INDEPENDENT OBLIGATION
This clause 12 is a principal obligation and is not to be treated as ancillary
or collateral to any other right or obligation and extends to cover this
agreement as amended, varied, supplemented, renewed or replaced.
12.4
CONTINUING GUARANTEE AND INDEMNITY
This clause 12 is a continuing obligation of the Buyer's Guarantor, despite
Completion, and remains in full force and effect for so long as the Buyer has
any liability or obligation to the Seller under this agreement and until all of
those liabilities or obligations have been fully discharged.
12.5
NO WITHHOLDINGS
(A)
THE BUYER'S GUARANTOR MUST MAKE ALL PAYMENTS
WHICH BECOME DUE UNDER THIS CLAUSE 12, FREE AND CLEAR AND WITHOUT DEDUCTION OF
ALL PRESENT AND FUTURE WITHHOLDINGS (INCLUDING TAXES, DUTIES, LEVIES, IMPOSTS,
DEDUCTIONS AND CHARGES OF AUSTRALIA OR ANY OTHER JURISDICTION).
(B)
IF THE BUYER'S GUARANTOR IS COMPELLED BY LAW
TO DEDUCT ANY WITHHOLDING, THEN IN ADDITION TO ANY PAYMENT DUE UNDER THIS CLAUSE
12, IT MUST PAY TO THE SELLER SUCH AMOUNT AS IS NECESSARY TO ENSURE THAT THE NET
AMOUNT RECEIVED BY THE SELLER AFTER WITHHOLDING EQUALS THE AMOUNT THE SELLER
WOULD OTHERWISE BEEN ENTITLED TO IF NOT FOR