Corporate Guarantee. In consideration of the execution by the Texas Health & Human Services Commission (“Beneficiary”) of the (HHSC Contract No. 529-12-0002-000__, as amended, hereinafter the "Contract") with ________________________ ("Subsidiary"), _______________________________________________________________ ("Parent") unconditionally and irrevocably guarantees to Beneficiary, on the terms and conditions herein, the full and faithful performance by Subsidiary of all of the obligations undertaken by Subsidiary pursuant to the Contract and as it may hereafter be amended, modified, or extended from time to time, by work authorizations or otherwise. If Subsidiary fails or refuses to complete any of its obligations, Parent shall complete, or cause to be completed, the obligation that Subsidiary failed or refused to complete, or be considered to be in breach of the Contract to the same extent as Subsidiary, pursuant to the terms and conditions of the Contract. The obligations of Parent under this Guarantee (i) are joint and several obligations made for the benefit of Beneficiary, and (ii) are direct and unconditional obligations to Beneficiary, independent of obligations of Subsidiary or any other guarantor, and may be the basis of a separate action by Beneficiary against any or all guarantors that may be asserted without first bringing an action against Subsidiary. Parent authorizes Beneficiary, without notice or demand and without affecting its liability hereunder, from time to time to: (a) waive or delay the exercise of any rights or remedies of Beneficiary against Subsidiary and/or any guarantor; (b) release or substitute any guarantor; (c) renew, amend, extend, compromise or waive any obligation of any guarantor; and (d) renew, compromise, extend, waive, or amend any term of the Contract pursuant to its terms. Parent agrees that, until its obligations hereunder have been performed and/or paid in full, Parent shall not be released by or because of the taking, or failure to take, any action by Subsidiary or Beneficiary that might in any manner or to any extent vary the risks of Parent under this Guarantee or that, but for this paragraph, might discharge or otherwise reduce, limit, or modify Parent's obligations under this Guarantee. Parent waives and surrenders any defense to any liability under this Guarantee based upon any such action, including but not limited to any action of Beneficiary described in the immediately preceding paragraph of this Guarantee, provided, however...
Corporate Guarantee. Upon execution of this Contract, Buyer shall furnish to Builder an irrevocable and unconditional corporate guarantee (the “Corporate Guarantee”) duly executed and issued by Scorpio Tankers Inc. (the “Corporate Guarantor”), covering and guaranteeing the due performance of Buyer’s obligations under this Contract including, but not limited to, the payment of the Contract Price and taking delivery of the Vessel in accordance with the provisions of this Contract and substantially in the form annexed hereto as Exhibit “B”. The Corporate Guarantor shall on demand furnish to Builder evidence satisfactory to Builder of its power and authority to enter into the Corporate Guarantee and as to the execution thereof by its duly authorised representative. The Corporate Guarantee shall continue in full force and effect until the full performance of all of Buyer’s obligations under this Contract.
Corporate Guarantee the Corporate Guarantee (together with any other documents and/or letters to be executed and/or delivered to the Bank pursuant thereto) duly executed;
Corporate Guarantee. Glasgal unconditionally guarantees the performance of Licensor under the Sections entitled Warranty and Indemnity of this Agreement, including without limitation any obligation or liabilities of Licensor owed to Licensee thereunder, heretofore, now or hereafter made, incurred or created, whether voluntary or involuntary and however arising, whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether Licensor may be liable individually or jointly with others, or whether recovery may be or hereafter become barred by any statute of limitations, or whether such performance may be or hereafter become otherwise unenforceable. Glasgal authorizes Licensee, without notice or demand and without affecting its liability under this Agreement, from time to time to (a) renew, compromise, extend, accelerate, or otherwise change, increase, or decrease Licensor's performance or the terms of this Agreement Glasgal waives any defense arising by reason of any disability or other defense of Licensor or by reason of the cessation from any cause whatsoever of the liability of Licensor. Until this Agreement has expired and all performance of Licensor to Licensee shall have been fully performed, Glasgal shall have no right of subrogation, and waives any right to enforce any remedy, which Glasgal now has or may hereafter have against Licensor. Guarantor waives all demands for performance, notices of nonperformance, protests, notices of protest, and of the creation, or incurring of new or additional obligation or liability of Licensor.
Corporate Guarantee. At the time of the execution of this Contract, each of the Participating Companies shall deliver to CNH the Corporate Guarantee in the form of Annex 2, duly executed by their Guarantor. In the event the Guarantor of the Participating Company is not its parent company in the last corporate level, the Guarantor shall show CNH its duly audited consolidated financial statements demonstrating a minimum net worth of 6 billion Dollars. The minimum net worth shall be maintained until all of the obligations of the Participating Companies have been paid or performed in full on the terms provided in Annex 2. In the event the Guarantor is not the parent company in the last corporate level of the Contractor and in at any moment throughout the term of the Contract said Guarantor is unable to demonstrate a minimum accountable capital of 6 billion Dollars, the Contractor shall notify CNH within the next five (5) Days and submit a new Corporate Guarantee duly subscribed by the parent company in the last corporate level, or by a company with Control over the Contractor or under common Control of the Person exercising Control over the Contractor, duly capitalized in terms of this Article 17.2.
Corporate Guarantee. Simultaneously with the execution of this Contract, the Contractor shall deliver to the CNH the Corporate Guarantee as set in Annex 2, according with the following:
(a) The Contractor may present a Corporate Guarantee duly subscribed by its ultimate parent company.
(b) In case the Guarantor is not the ultimate parent company of the Contractor, such Guarantor shall submit to the CNH its duly audited consolidated financial statements which evidence a minimum net worth equivalent to ten thousand (10,000) million Dollars.
(c) In those cases where the net worth of the Guarantor is equivalent or higher to ten thousand (10,000) million Dollars, the Guarantor may submit a Corporate Guarantee for such under the terms of the Annex 2, Format A.
(d) During the term of the guarantee, the Guarantor shall maintain a minimum annual average of net worth equal or higher to the amount referred to in the section (b) and, in its case, the amount of capital contained in the section (c). The Contractor shall annually exhibit to the CNH, during the third Trimester of each year, the financial statements duly audited and consolidated of the Guarantor which evidence that its net worth is equal or higher to the exhibited amount and accepted in terms of this Article. At any time and in case the Guarantor is not able to maintain the net worth amount required in subparagraphs (b) or (c), the Contractor shall notify such decrease to the CNH within the fifteen (15) Days after its notice and it shall submit. a new Corporate Guarantee issued by a Guarantor that complies with the section (a) or (b), and if applies, with the amount of net worth in accordance with the section (c). In case of failure to comply with any of the net worth referred in the section (c), the Guarantor, shall submit its Corporate Guarantee in accordance with the Annex 2, Xxxxxx X.
(e) The Corporate Guarantee shall be exercised in a subsidiary manner and solely to demand prompt and timely compliance of the Contractor’s obligations under this Contract that have not been paid and/or performed entirely by the Contractor, as appropriate, prior execution of the Exploration Performance Guarantees, and, if applicable, of the insurance policies referred to in Article 20. The Corporate Guarantee shall be in force until the terms provided in the Article 18.7.
Corporate Guarantee. The Corporate Guarantor hereby confirms its consent to the amendments to (i) the Principal Agreement and the Principal Swap Assignment, in either case, on the terms and conditions set out in this Agreement and (ii) the Principal Master Agreement on the terms and conditions contained in the ISDA Amendment Agreement and agrees that:
7.1.1 the Corporate Guarantee and the obligations of the Corporate Guarantor thereunder, shall remain and continue in full force and effect notwithstanding the said amendments to (i) the Principal Agreement and the Principal Swap Assignment contained in this Agreement and (ii) the Principal Master Agreement contained in the ISDA Amendment Agreement;
7.1.2 with effect from the Effective Date, the Corporate Guarantee shall henceforth be construed and treated, and the Corporate Guarantor shall be bound by the Corporate Guarantee, in all respects as if (a) the Q Arion Borrower and the Original Borrowers were, jointly and severally (i) the Borrowers under the Principal Agreement and the Principal Swap Assignment and (ii) the Swap Provider’s counterparties under the Principal Master Agreement and (b) the principal sum of the loan to be advanced referred to in the Corporate Guarantee were “$60,719,250” instead of “$41,100,000”; and
7.1.3 with effect from the Effective Date references in the Corporate Guarantee to “the Agreement” or “the Loan Agreement” and the “Master Swap Agreement” shall henceforth be references to the Principal Agreement as amended and restated by this Agreement and to the Principal Master Agreement as amended and supplemented by the ISDA Master Agreement respectively and, in either case, as from time to time hereafter may be further amended and shall also be deemed to include this Agreement and the ISDA Amendment Agreement and the respective obligations of the Original Borrowers and the Q Arion Borrower hereunder and, as the context may require, thereunder.
Corporate Guarantee. As an additional collateral security for the prompt, irrevocable and complete payment and performance when due, whether at maturity, upon acceleration, extension or otherwise, of all Obligations, the Controlling Shareholder hereby agrees to provide a corporate guarantee substantially pursuant to the terms included in Exhibit D.
Corporate Guarantee. If Buyer chooses to transmit the Purchase Price in installments rather than in its entirety as part of the First Payment, Buyer shall also deliver a corporate guarantee to Buyer, securing the amount of the Purchase Price still outstanding after the First Payment. Such corporate guarantee shall be a good and sufficient corporate surety company bond or other security (hereinafter referred to as the “Bond”) in accordance with the provisions of the laws of the State of Washington to secure the full performance by Buyer of all terms and conditions of this Agreement, including payment by Buyer of all amounts payable to the Bank Sponsor during the term of this Agreement. The form and provisions of the Bond, and the identity of the surety thereon, shall be subject to the approval of the Bank Sponsor. Bank Sponsor can provide a sample bond form upon request. The amount of the Bond shall be the amount of the Purchase Price not yet paid as of February 2, 2025. If Buyer fails to provide a bond, Xxxxx shall be considered in default hereunder and subject to the Bank Sponsor’s rights under Section 2.5.2 below. The Bond may provide for termination on the anniversary date thereof upon not less than one (1) year’s written notice to the Bank Sponsor if the Agreement is not in default at the time of said notice. In the event of any such termination, Buyer shall obtain a new Bond, also subject to Bank Sponsor approval, to replace the Bond being so terminated to be effective on or before the date of termination. Subject to Bank Sponsor’s approval, Buyer may, in lieu of a Bond, obtain a guaranty from a party acceptable to the Bank Sponsor in its sole discretion and subject to the guarantor executing a guaranty form acceptable to the Port in its sole discretion.
Corporate Guarantee. (a) The Seller shall provide the Buyer with a guarantee issued by CEDC, effective as of the Closing, in the form attached as Schedule No. 17 hereto (hereinafter, the „Guarantee”). The Guarantee shall be valid for a six year period as from the Closing Date.
(b) Any funds transferred to the Buyer from CEDC under the Guarantee and subsequently returned to the Buyer by the tax office or other relevant authority or entity shall be remitted back to CEDC, less any expenses or costs associated thereto.
