Corporate Guaranty. This Corporate Guaranty is made between Getronics N.V., a company organized under the laws of The Netherlands (the "Guarantor") and RJR Venture Limited Partnership, 000 Xxxxxx Xxxxxx, Xxxxxxx, XX 00000, (the "Landlord") in regard to the Lease Amendment signed on _________2000 by and between Getronics Wang Co. LLC ("Tenant"), 000 Xxxxxxx Xxxx, Xxxxxxxxx, XX 00000 and Landlord and the underlying lease agreements referenced therein (collectively the "Leases") for the lease of facilities at 000 Xxxxx Xxxx, Xxxxxxxxx, XX. As a material inducement to the Landlord to enter into the Leases, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the Guarantor, the Guarantor, hereby unconditionally and irrevocably guarantees the complete and timely payment and performance of each and every obligation of Tenant under the Leases, as the same may be modified or amended from time to time, the payment of all of the Landlord's costs to cure an Event of Default and the payment of all of the Landlord's costs to enforce the provisions of this guaranty ("Guaranty"). This Guaranty is an absolute, primary, and continuing guaranty of payment and performance and is independent of Tenant's obligations under the Leases, as modified or amended from time to time. Guarantor waives any right to require the Landlord to (a) join Tenant with Guarantor in any suit arising under this Guaranty, (b) proceed against or exhaust any other remedy in the Landlord's power. The Landlord may, without notice or demand and without affecting Guarantor's liability hereunder, from time to time, compromise, extend, waive or otherwise modify any or all of the terms of the Leases. Guarantor hereby waives all demands for performance, notices of performance, and notice of acceptance of this Guaranty. The liability of Guarantor under this Guaranty will not be affected by (i) the release or discharge of Tenant from, or impairment, limitation or modification of, Tenant's obligations under the Leases, as modified or amended form time to time, in any bankruptcy, receivership, or other debtor relief proceeding, whether state or federal and whether voluntary or involuntary; (ii) the rejection of disafformance of the Leases, as modified or amended from time to time, in any such proceeding; (iii) the cessation from any cause whatsoever of the liability of Tenant under the Leases, as modified or amended from time to time; (iv) any transfer of (by assignment or otherwise) ...
Corporate Guaranty. Developer shall provide to the Agency a form of Corporate Guaranty in accordance with section 26.4 of the DDA.
Corporate Guaranty. In consideration of the award of an Information Services Franchise Agreement (“Agreement”) by and between the City of New York and [COMPANY] (“Franchisee”), dated [DATE], we, [GUARANTOR NAME], hereby unconditionally and irrevocably agree to provide all the financial resources necessary for the satisfactory performance of the obligations of the Franchisee under the Agreement and also to be legally liable for the performance of the obligations of the Franchisee in case of default or revocation of the Agreement, to the extent such obligations survive revocation. Corporate Seal
Corporate Guaranty. Corporate Guaranty is a legal document used by one entity to guaranty the obligations of another entity.
Corporate Guaranty. In the event that Borrower undertakes a merger, acquisition, purchase and sale, change of control, joint venture, or reorganization, any parent, subsidiary or successor company and any of its subsidiaries shall unconditionally guaranty Borrower’s payment and performance under this Note (as this Note may be amended from time to time) as primary obligor and not merely as a surety.
Corporate Guaranty. An irrevocable and unconditional Corporate Guaranty may be utilized to establish an Unsecured Credit Allowance for a Participant. Such credit will be considered a transfer of Unsecured Credit from the Guarantor to the Participant, and will not be considered a form of Collateral. PJM will post on its web site an acceptable form that should be utilized by a Participant choosing to establish its credit with a Corporate Guaranty. If the Corporate Guaranty varies in any way from the PJM format, it must first be reviewed and approved by PJM before it may be applied to satisfy the Participant’s credit requirements. The Corporate Guaranty must be signed by an officer of the Guarantor, and must demonstrate that it is duly authorized in a manner acceptable to PJM. Such demonstration may include either a corporate seal on the Corporate Guaranty itself, or an accompanying executed and sealed secretary’s certificate from the Guarantor’s corporate secretary noting that the Guarantor was duly authorized to provide such Corporate Guaranty and that the person signing the Corporate Guaranty is duly authorized, or other manner acceptable to PJM. PJM will evaluate the creditworthiness of a Guarantor and will establish any Unsecured Credit granted through a Corporate Guaranty using the methodology and requirements established for Participants requesting an Unsecured Credit Allowance as described herein. Foreign Guaranties and Canadian Guaranties shall be subject to additional requirements as established herein. If PJM determines at any time that a Material Adverse Change in the financial condition of the Guarantor has occurred, or if the Corporate Guaranty comes within thirty (30) calendar days of expiring without renewal, PJM may reduce or eliminate any Unsecured Credit afforded to the Participant through the guaranty. Such reduction or elimination may require the Participant to provide Collateral within the applicable cure period. If the Participant fails to provide the required Collateral, the Participant shall be in default under this Attachment Q. All costs associated with obtaining and maintaining a Corporate Guaranty and meeting the Attachment Q provisions are the responsibility of the Participant.
Corporate Guaranty. The Company and Corporate Guarantor acknowledge and agree that the Notes and all of the obligations of the Company arising under the Transaction Documents are included in the definitions of Notes and Obligations, respectively, as such terms are defined in the Corporate Guaranty and are also included in the definition of Guaranteed Obligations, thereunder. In connection therewith, the Collateral Agent will amend Schedule A to the Corporate Guaranty to include the Notes.
Corporate Guaranty. Simultaneously with this Amendment, the Borrower shall cause PEN Inc., a Delaware corporation, to execute and deliver a Corporate Guaranty to Lender constituting its unconditional, unlimited guaranty of the Obligations, in form and substance satisfactory to the Lender (the “Corporate Guaranty”). In connection therewith, the following amendments shall be made to the Loan Agreement:
(a) The definition of “Guarantor” in Section 1(o) of the Loan Agreement shall be amended and restated to read as follows:
Corporate Guaranty. Guarantor hereby unconditionally and irrevocably guarantees the performance of the obligations of Purchaser (including all payment obligations of Purchaser) under this Agreement. If Purchaser defaults on the payment when due of any amount payable to the Sellers under this Agreement, Guarantor shall, within 10 calendar days of written demand from the Sellers’ Agent, pay that amount to the Sellers’ Agent in the manner described in this Agreement as if it were Purchaser.
Corporate Guaranty. A corporate guaranty obtained from a Non-Participant Applicant's or Non-Participant Transmission Customer's affiliated company ("Guarantor") for the full value of the Financial Assurance Requirement, as determined by NEPOOL (a "Corporate Guaranty"), may provide an acceptable form of financial assurance to NEPOOL. If a Guarantor is not itself a Participant (a "Non-Participant Guarantor"), the aggregate obligations such Guarantor may guarantee hereunder at any time shall not exceed the lesser of (i) the applicable percentage of such Guarantor's Tangible Net Worth(17) as listed in the following table, (ii) $125 million, or (iii) 20 percent (20%) of the total amount due and owing at such time to the System Operator, the Participants and the Non-Participant Transmission Customers by all Participants and Non-Participant Transmission Customers (the "Guaranty Limit"), and such Guaranty Limit shall be deemed to be the available amount of additional financial assurance under such Guarantor's Corporate Guaranty. 17 For purposes of this Policy, an entity's "Tangible Net Worth" on any date is the value, determined in accordance with generally accepted accounting principles in the United States, of all of that entity's assets less both (i) the amount at which the liabilities of the entity would be shown on a balance sheet in accordance with generally accepted accounting principles in the United States and (ii) all of that entity's intangible assets (e.g., patents, trademarks, franchises, intellectual property, goodwill and any other assets not having a physical existence), in each case as shown on the most recent financial statements provided by such entity to the System Operator. ATTACHMENT 1 TO THE EIGHTY-FIRST AGREEMENT CREDIT RATING(18) PERCENTAGE OF TANGIBLE (COMPARABLE RATINGS TO BE USED FOR DUFF & PHELPS AND NET WORTH FOR PURPOSES FITCH) OF NON-PARTICIPANT GUARANTOR'S GUARANTY LIMIT S&P MOODY'S XAA Aaa 5.00% AA+ Aa1 5.00% AA Aa2 4.00% AA- Aa3 3.50% A+ A1 2.55% A A2 2.35% A- A3 2.10% BBB+ Baa1 1.80% BBB Baa2 1.20% BBB- Baa3 0.70% Below BBB- Below Baa3 0.00% The System Operator shall update and monitor the Guaranty Limit for each Non-Participant Guarantor on a daily basis. In order for the System Operator to update and monitor the Guaranty Limit of each Non-Participant Guarantor, each such Non-Participant Guarantor shall submit to the System Operator, on a quarterly basis within 10 days of its becoming available and within 55 days after the end of the applicable fi...
