Corporate Guarantees. In order to induce the Lessor to accept this Lease without any individual guarantees, the Lessee agrees to provide the Lessor with quarterly financial statements.
Corporate Guarantees. Each of the Corporate Guarantors hereby confirms its consent to the amendments to the Principal Agreement and the Principal Aegean Marine Guarantee contained in this Agreement and agrees that:
6.1.1 each Corporate Guarantee and the obligations of the relevant Corporate Guarantor thereunder, shall remain and continue in full force and effect notwithstanding the amendments to the Principal Agreement and the amendments to the Principal Aegean Marine Guarantee contained in this Agreement; and
6.1.2 with effect from the Effective Date:
(a) references in each Corporate Guarantee to "the Agreement" or "the Loan Agreement" (or equivalent references) shall henceforth be references to the Principal Agreement as amended by this Agreement and as from time to time hereafter amended and shall also be deemed to include this Agreement and the obligations of the Borrowers hereunder; and
(b) references in each Corporate Guarantee to "the Aegean Marine Guarantee" (or equivalent or similar references) shall henceforth be references to such document as amended and supplemented by this Agreement and as from time to time hereafter amended and shall also be deemed to include this Agreement and the obligations of the Borrowers hereunder.
Corporate Guarantees. 10.1 The Sellers:
(i) shall procure that any RemainCo Security is discharged (and shall ensure that any RemainCo Security remains valid and effective (unless replaced by an equivalent RemainCo Security) until it is discharged) on the date of Completion (and shall renew or replace any RemainCo Security that would otherwise lapse prior to then); and
(ii) shall not, and shall ensure than any RemainCo Company shall not, do anything that would give rise to a material breach of the terms of any RemainCo Security, in each case to the extent that any such RemainCo Security is required by the Group Companies or the InfraCo Business; and
(b) shall not discharge, or do anything that would give rise to a material breach of the terms of, any Target Security without the prior written consent of the Buyer and otherwise in accordance with this clause 10, and shall procure that any Target Security remains valid and effective on (and shall procure that any Target Security that would otherwise lapse on or prior to) the date of Completion be renewed or replaced unless otherwise instructed in writing by the Buyer and in each case to the extent that any such Target Security is required by the Group Companies or the InfraCo Business.
10.2 As soon as reasonably practicable following the date of this Agreement (and in any event no later than three (3) calendar months from the date of this Agreement), the Sellers shall:
(a) to the extent not previously Disclosed, deliver to the Buyer all relevant documentation related to any RemainCo Security (including, but not limited, to documentation in relation to the relevant Secured RemainCo Contracts); and
(b) provide any other information or evidence reasonably requested by the Buyer in relation to the RemainCo Security, including contact details for the relevant beneficiaries and any other information or evidence reasonably required from time to time.
10.3 The Sellers shall use all reasonable endeavours to arrange for the RemainCo Security to be terminated and discharged in full upon delivery by the Buyer of such replacements of the RemainCo Security as the Buyer may agree with the counterparties to each Secured A44416060 68 RemainCo Contract (the “RemainCo Replacement Security”), including by providing all reasonably required cooperation and assistance to the Buyer and the other parties to RemainCo Security and the Secured RemainCo Contracts to agree the final forms of any replacement documentation in relation to each RemainCo Security w...
Corporate Guarantees. Each of the Corporate Guarantors hereby confirms its consent to the amendments to the Principal Agreement contained in this Agreement and the discharge of the Existing Mortgage and agrees that:
6.1.1 each Corporate Guarantee and the obligations of the relevant Corporate Guarantor thereunder, shall remain and continue in full force and effect notwithstanding the said amendments to the Principal Agreement contained in this Agreement and the discharge of the Existing Mortgage; and
6.1.2 with effect from the Effective Date references in each Corporate Guarantee to "the Agreement" or "the Loan Agreement" (or equivalent references) shall henceforth be references to the Principal Agreement as amended by this Agreement and as from time to time hereafter amended and shall also be deemed to include this Agreement and the obligations of the Borrowers hereunder.
Corporate Guarantees. Seller acknowledges that GSI or its Subsidiaries have guaranteed the performance of RueLaLa, ShopRunner and TeamStore under certain inventory purchase agreements and leases entered into by them prior to the Merger Closing and the performance of TeamStore under certain Contracts assigned to TeamStore pursuant to the Contribution Agreement and agrees to maintain those corporate guarantees in full force and effect with respect to all inventory purchases by RueLaLa, ShopRunner and TeamStore following the Merger Closing in the ordinary course of business consistent with past practice, all such leases and all such Contracts assigned to TeamStore, without modification, until Purchaser replaces those guarantees with corporate guarantees by Purchaser or its Subsidiaries, subject to Purchaser’s indemnification obligations pursuant to clause (B) of Section 8.2(e); provided, however, that Seller shall not be required to so maintain such corporate guarantees after the first anniversary of the Closing Date; provided further, however, that Purchaser shall not, and shall not permit any of the Purchased Entities to, renew, expand, amend in a manner that would increase its Liability thereunder or enter into any extension of any such agreement, lease or Contract while any corporate guarantee by GSI or any of its Subsidiaries (other than the Purchased Entities) with respect to such agreement, lease or Contract remains outstanding. Without limitation of the foregoing, Purchaser agrees to use reasonable efforts (including by Purchaser or its Subsidiaries issuing replacement guarantees) to cause the guarantees to be released promptly (but in no event later than one year) after the Closing.
Corporate Guarantees. Simultaneously with the execution of this Charter Höegh LNG Ltd. and Mitsui O.S.K. Lines, Ltd. (the “Owner’s Guarantors”) have guaranteed the performance by Owner of Owner’s obligations under this Charter by a guarantee in the form set out in Schedule XI (the “Owner’s Guarantee”); provided that any payment liability of the Owner’s Guarantors under the Owner’s Guarantee shall be several and proportionate to their respective beneficial ownership share of Owner, but the guarantee of performance shall be joint and several.
Corporate Guarantees. On the Share Acquisition Date the Borrowers shall procure the delivery to the Security Trustee of:
(a) the Corporate Guarantee duly executed by Xxxxxx Acquisition (and upon receipt thereof by the Security Trustee the Corporate Guarantee which was executed on the first Drawdown Date shall terminate and cease to be enforceable, which the Security Trustee shall confirm in writing at that time) ;
(b) such documentation equivalent to that set out in Schedule 3 Part A items (a)-(d) inclusive in respect of Navios Acquisition as the Agent may require;
(c) within 10 Banking Days of the Share Acquisition Date, the opening balance sheet of Navios Acquisition duly audited by a firm of accountants acceptable the Lenders;
(d) a copy of the presentation given to the investors in Navios Acquisition;
(e) a cashflow forecast for the Group for the 3 years following the Share Acquisition Date;
(f) evidence that Xxxxxx Acquisition is the sole shareholder of the Shareholder and the Shareholder is the sole shareholder of each of the Borrower; and
(g) if required by the Lenders, Shares Pledges duly executed by the Shareholder in respect of each Borrower together with all documents required to be delivered pursuant thereto.
Corporate Guarantees a Corporate Guarantor commits any breach of or omits to observe any of its obligations or undertakings expressed to be assumed by it/him under its respective Corporate Guarantee; or
Corporate Guarantees deliver to the Agent, as collateral agent for the Lenders (or to any Person designated by the Lenders), a Corporate Guarantee from each Unrestricted Subsidiary and Guarantor Subsidiary supported by a first ranking hypothec and security interest, subject only to Permitted Encumbrances, on the accounts receivable and claims, inventory, securities (such as shares that such Unrestricted Subsidiary holds in another Unrestricted Subsidiary or in a Guarantor Subsidiary) and intangible assets of each Unrestricted Subsidiary (such as patents, trademarks and material agreements), for an amount sufficient to cover their respective obligations under the Corporate Guarantee and under all other Security Documents to which they are respectively a party, plus an additional amount of 25%, the whole bearing interest at the rate of
Corporate Guarantees. Within thirty (30) days following the Effective Date, the Parties shall mutually agree upon a form of guaranty to be provided by NextEra Energy Resources, LLC (“NextEra”), which guaranty shall provide to SunPower an irrevocable, unconditional guarantee in a form reasonably agreeable to the Parties and under which NextEra’s maximum liability shall be capped at the aggregate Purchase Price for all Products under the relevant Purchase Order and which liability shall decrement dollar for dollar by payments of such *** CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. aggregate Purchase Price (the “NextEra Guaranty”). The NextEra Guaranty shall be delivered concurrently with each Purchase Order and shall guaranty the performance of the obligations of those Purchasing Entities which are Affiliates of NextEra (other than FPL Group and Florida Power & Light Company).
