Of the contract or of any security other guarantee or

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of the Contract or of any security, other guarantee or indemnity; or (d) the dissolution, amalgamation, reconstructionorreorganisationofXYZCompany. 7. ThisguaranteeshallbegovernedbyandconstruedinaccordancewiththelawsofIndia. INWITNESSWHEREOFtheGuarantor,throughitsdulyauthorisedrepresentatives,hascauseditsse al tobedulyaffixedheretoandthisguaranteetobedulyexecutedthe____________dayof 201_.
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104 APPENDIX G FORMOF COMPANY FINANCIALANDPERFORMANCE GUARANTEE (tobefurnishedpursuanttoArticle28.1(b)oftheContract) WHEREASXYZCompany dulyorganisedand existing under the laws of____________________ having its registered office at(hereinafterreferredtoas‘theGuarantor’whichexpressionshallinclude itssuccessorsandassigns)issignatorytoaRevenue SharingContractinrespectofan(offshore)(onshore) area identified as Block ___________________________________ (hereinafter referred to as ‘the Contract’) made between the Government of India (hereinafter referred to as ‘the Government’), and XYZCompany(hereinafterreferredtoasXYZwhichexpressionshallincludeitssuccessorsandpermitted assigns);and WHEREAS the Guarantor wishes to guarantee its performance under the Contract as required by the termsoftheContract; NOW,THEREFOREthisDeedherebyprovidesasfollows: 1. TheGuarantorherebyunconditionallyandirrevocablyguaranteestotheGovernmentthatitwill make available, or cause to be made available, financial, technical and other resources required to ensurethatXYZCompanycancarryoutitsobligationsassetforthintheContract. 2. The Guarantor further unconditionally and irrevocably guarantees to the Government the due and punctualcompliancebyitofanyobligationsundertheContract. 3. The Guarantor hereby undertakes to the Government that it shall fulfill or cause to be fulfilled all its obligations under the Contract, and if it fails to perform its obligations under the Contract or commits any breach of such obligations, then it shall indemnify the Government against all losses, damages, costs, expenses or otherwise which may result directly from such failure to perform or breachonitspart. 4. ThisguaranteeshalltakeeffectfromtheEffectiveDateandshallremaininfullforceandeffectfor the duration of the said Contract and thereafter until no sum remains payable by XYZ Company, under the Contract or as a result of any decision or award made by any expert or arbitral tribunal thereunder.
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105 5. Thisguaranteeshallnotbeaffectedbyanychangeinthearticlesofassociationandbye- lawsofXYZCompanyorinanyinstrumentestablishingtheCompany. 6. TheliabilitiesoftheGuarantorshallnotbedischargedoraffectedby(a)anytimeindulgence, waiverorconsentgiventoXYZCompany;(b)anyamendmenttotheContractortoanysecurityor otherguaranteeorindemnitytowhichXYZCompanyhasagreed; or(c)theenforcementorwaiverof anytermsoftheContractorofanysecurity,otherguaranteeorindemnity.
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