Common use of Corporate Guarantee Clause in Contracts

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.

Appears in 2 contracts

Samples: License Contract for the Exploration and Extraction of Hydrocarbons (Deepwater), License Contract for the Exploration and Extraction of Hydrocarbons (Deepwater)

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Corporate Guarantee. Simultaneously with to the execution of this Contract, the Contractor each Signing Company shall deliver to the CNH the Corporate Guarantee as set in Annex 2, according with the following: (a) The Contractor Each of the Signing Companies may present a Corporate Guarantee duly subscribed by its ultimate parent companycompanies. (b) In case the Guarantor is not the ultimate parent company of the Contractorany Signing Company, such Guarantor shall submit to the CNH its duly audited consolidated financial statements which evidence a minimum net worth equivalent to its Participating Interest multiplied by an equivalent amount of ten thousand (10,000) million Dollars. (c) In those cases where the sum of the net worth of all Participating Companies Guarantors integrating the Guarantor is Contractor are equivalent or higher to ten thousand (10,000) million Dollars, the any Guarantor may submit a its correspondent Corporate Guarantee up to the amount provided to sum such ten thousand (10,000) million Dollars. For this, the Contractor shall present the amount scheme to cover for such each Guarantor as long as the total guaranteed sum by the Contractor never decreases of ten thousand (10,000) million Dollars. In any case, the Guarantor of the Operator shall guarantee at least the 30% of the ten thousand (10,000) million Dollars required. If the Guarantors select this option shall sign the guarantee under the terms of the Annex 2, Format A. (d) During the term of the guarantee, the Guarantor Guarantors shall maintain a minimum annual average of net worth equal or higher to the amount amounts referred to in the section (b) and, in its case, the amount of capital contained in the scheme foreseen in the section (c). The Contractor Participating Companies 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 the net worth of such Guarantor is equal or higher to the exhibited amount and accepted in terms of this Article. At any time and in case the any Guarantor is not able to maintain the net worth amount or the assets required in subparagraphs subparagraph (b) ), the corresponding Signing Company shall notify the CNH within the following five Days upon acknowledgment of such breach and shall present a new Corporate Guarantee subscribed by a Guarantor that complies with such capitalization level, or given the case, offer as Guarantor its ultimate parent Company. In the event that any Guarantor demonstrate a net worth under the amount offered as guarantee under the scheme of amounts to cover submitted as provided by the section (c), the Contractor Signing Company guaranteed by such Guarantor shall notify such decrease to the CNH within the fifteen (15) Days after its notice. It will be allowed to select as provided in such section as long as: (i) the Signing Company submits to the CNH within forty five (45) Days after such 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 assigned to the company under the scheme of amounts to cover submitted in accordance with the section (c); or (ii) the Contractor submits in the same term a new scheme of amounts to cover by each Guarantor in accordance with such section. In case of failure to comply with any of the net worth referred in the section (c)two cases referred, the GuarantorContractor’s Guarantors, jointly, may not be allowed to select such amount determination and each of them 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, after the execution 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.

Appears in 1 contract

Samples: License Contract for the Exploration and Extraction of Hydrocarbons (Deepwater)

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Corporate Guarantee. Simultaneously with the execution of this Contract, the Contractor each Participating Company shall deliver to the CNH the Corporate Guarantee as set in Annex 2, according with the following: (a) The Contractor Each of the Participating Companies 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 Contractorany Participating Company, such Guarantor shall submit to the CNH its duly audited consolidated financial statements which evidence a minimum net worth equivalent to its Participating Interest multiplied by an equivalent amount of ten thousand (10,000) million Dollars. (c) In those cases where the sum of the net worth of all Participating Companies Guarantors integrating the Guarantor is Contractor are equivalent or higher to ten thousand (10,000) million Dollars, the any Guarantor may submit a its correspondent Corporate Guarantee up to the amount provided to sum such ten thousand (10,000) million Dollars. For this, the Contractor shall present the amount scheme to cover for such each Guarantor as long as the total guaranteed sum by the Contractor never decreases of ten thousand (10,000) million Dollars. In any case, the Guarantor of the Operator shall guarantee at least the 30% of the ten thousand (10,000) million Dollars required. If the Guarantors select this option shall sign the guarantee under the terms of the Annex 2, Format A. (d) During the term of the guarantee, the Guarantor Guarantors shall maintain a minimum annual average of net worth equal or higher to the amount amounts referred to in the section (b) and, in its case, the amount of capital contained in the scheme foreseen in the section (c). The Contractor Participating Companies 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 the net worth of such Guarantor is equal or higher to the exhibited amount and accepted in terms of this Article. At any time and in case the any Guarantor is not able to maintain the net worth amount required in subparagraphs subparagraph (b) ), the corresponding Participating Company shall notify CNH within the following five Days upon acknowledgment of such breach and shall present a new Corporate Guarantee subscribed by a Guarantor that complies with such capitalization level, or given the case, offer as Guarantor its ultimate parent Company. In the event that any Guarantor demonstrate a net worth under the amount offered as guarantee under the scheme of amounts to cover submitted as provided by the section (c), the Contractor Participating Company guaranteed by such Guarantor shall notify such decrease to the CNH within the fifteen (15) Days after its notice. It will be allowed to select as provided in such section as long as: (i) the Participating Company submits to the CNH within forty five (45) Days after such 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 assigned to the company under the scheme of amounts to cover submitted in accordance with the section (c); or (ii) the Contractor submits in the same term a new scheme of amounts to cover by each Guarantor in accordance with such section. In case of failure to comply with any of the net worth referred in the section (c)two cases referred, the GuarantorContractor’s Guarantors, jointly, may not be allowed to select such amount determination and each of them 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.

Appears in 1 contract

Samples: License Contract for the Exploration and Extraction of Hydrocarbons (Deepwater)

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