Buyer obligations guarantee and indemnity clause: asset purchase agreement
This is a guarantee and indemnity clause that can be inserted into the asset purchase agreement where the obligations of the buyer are to be guaranteed and indemnified. It is envisaged (although not required) that the guarantor will be the parent company of the buyer.
The wording in this deed is currently under review in light of the recent cases of Mills & Ors v HSBC Trustee (C.I) Ltd & Ors  EWHC 3377 (Ch) and Cattles Plc v Welcome Financial Services & Ors  EWHC 3027 (Ch). For more information on these cases, see PLC Finance, Legal update, High Court considers the application of non-competition clauses in guarantees.