Financing; Guarantee Sample Clauses
Financing; Guarantee. (a) As of the Effective Date, Purchaser has delivered to the Seller and the Company true, correct and complete copies of (i) the Equity Commitment Letter pursuant to which Sponsor has committed, subject to the terms and conditions thereof, to invest in Purchaser, directly or indirectly, the cash amounts set forth therein for the purpose of, among other things, funding the Purchase Price (the “Equity Financing”); and (ii) an executed debt commitment letter, dated as of the date of this Agreement, from the Debt Financing Sources party thereto (including all related exhibits, schedules, annexes, supplements and term sheets thereto, and including any related Fee Letter as described below, as each of the foregoing may be amended, supplemented, replaced, substituted, terminated or otherwise modified or waived from time to time after the date of this Agreement in compliance with Section 5.12, the “Debt Commitment Letters” and, together with the Equity Commitment Letter, the “Commitment Letters”) pursuant to which the Debt Financing Sources party thereto have committed to lend the amounts set forth therein for the purposes of, among other things, funding a portion of the Purchase Price and fees and expenses incurred in connection with the Transaction (including the repayment, prepayment or discharge of any Indebtedness required to be paid off in connection with the Transaction, the payment of the Transaction Expenses and other fees and expenses incurred by Purchaser and its Affiliates in connection with the Transaction) (the “Debt Financing” and, together with the Equity Financing, the “Financing”). Purchaser has also delivered to the Seller and the Company a true, correct and complete copy of any fee letter (which may be redacted solely as to fee amounts, yield or interest rate or other price caps, original issue discount amounts, successful syndication levels, other economic terms, and the “market flex” terms, so long as no redaction covers terms that would adversely affect conditionality, availability or termination of the aggregate committed amount of the Debt Financing necessary to fund the Required Amount on the Closing Date) in effect as of the Effective Date in connection with the Debt Commitment Letters (as may be amended, supplemented, replaced, substituted, terminated or otherwise modified or waived from time to time after the date of this Agreement in compliance with Section 5.12, any such letter, a “Fee Letter”). The Equity Commitment Letter provides ...
Financing; Guarantee. (a) guarantees or repurchase or recourse obligations of Parent or a Subsidiary, incurred in the Ordinary Course of Business consistent with past practice, of Debt incurred by a customer, dealer, or customer of a dealer, for the purchase or lease of property substantially all of which is manufactured or sold by Parent or such Subsidiary, the proceeds of which Debt are used by such customer, dealer, or customer of a dealer primarily to pay the purchase or lease price of such property and any related reasonable fees and expenses (including financing fees); (b) a lease finance transaction under which (i) Parent or any Subsidiary sells property to a Financial Institution, (ii) such Financial Institution, as lessor, enters into an Operating Lease with respect to such property with Parent or such Subsidiary, as lessee, and (iii) Parent or such Subsidiary, as the case may be, as lessor, enters into an Operating Lease with respect to such property with a customer, as lessee; or (c) any agreement or program entered into with a Financial Institution on substantially the same terms, or for substantially the same purpose, as the agreements referred to in clause (a) and (b) above or otherwise as consented to by Agent, such consent not to be unreasonably withheld, as any of the same may be amended, modified, supplemented, substituted, replaced, restated or refinanced, in whole or in part, from time to time on terms, taken as a whole, not materially less favorable to Borrowers as reasonably determined by Borrowers. Fiscal Quarter: each period of three months, commencing on the first day of a Fiscal Year. Fiscal Year: the fiscal year of Parent and its Subsidiaries for accounting and tax purposes, ending on December 31st of each year.
Financing; Guarantee. Upon the execution of this Contract and after SES’ contribution of 15 percent of its registered capital to the Company, if the Company applies with a bank, in a single or in multiple tranches, for medium to long-term loans (not exceeding ten (10) years) and not exceeding 60 percent of the Company’s total investment, if such bank requires a corporate guarantee to secure such loan(s), Hai Hua shall be obliged to provide a corporate guarantee to such bank in such form and to such extent as such bank may require for the Company to secure such loan(s). However, Hai Hua’s guarantee shall not contain restrictive clauses on Hai Hua’s operations, funds management, etc. that are additional to those normally required for corporate guarantees. The Company shall provide such co-operation and provide such EXECUTION VERSION [#] This information has been omitted in reliance upon Rule 406 under the Securities Act of 1933, as amended, and has been filed separately with the Securities and Exchange Commission. information and assistance as may be reasonably required by the bank. The Company may, at its discretion, agree to grant such security to the bank as may be reasonable in order to secure the loan, provided any such security shall be subordinate to any other security that the Company has granted or may grant to its other financiers, banks and/or Affiliates. The Company shall provide a counter-guarantee of equal value to Hai Hua which is acceptable to the bank. If the Company can not obtain such financing based on Hai Hua’s guarantee in accordance with the above paragraph, the Company shall have the option to choose other sources of financing for project construction in order to continue the performance its obligations under this Contract.
Financing; Guarantee. (a) Concurrently with the execution and delivery of this Agreement, Parent has provided to the Company true, complete and correct copies of the fully executed equity commitment letters, dated as of the date hereof, between Parent and each of the Equity Financing Parties (the “Equity Commitment Letters”), pursuant to which the investor parties thereto (the “Equity Financing Parties”) have committed, subject to the terms and conditions set forth therein, to invest in Parent the cash amounts set forth therein for the purpose of financing the Transactions (the “Equity Financing”). The Equity Commitment Letters provide that (a) the Company is a third-party beneficiary thereof in connection with the Company’s exercise of its rights under Section 7.8 and (b) subject in all respects to Section 7.8, Parent and the Equity Financing Parties will not oppose the granting of an injunction, specific performance or other equitable relief in connection with the exercise by the Company of such third party beneficiary right.
(b) Each Equity Commitment Letter is in full force and effect and constitutes the legal, valid and binding obligations of Parent and the Equity Financing Parties, as applicable, and is enforceable against Parent and the Equity Financing Parties, as applicable, in accordance with its terms, subject to the Bankruptcy and Equity Exceptions. As of the date hereof, (i) the Equity Commitment Letters and the terms of the Equity Financing have not been amended or modified, (ii) no such amendment or modification is contemplated, and the financing commitments thereunder have not been withdrawn, terminated or rescinded in any respect, (iii) the respective commitments contained therein have not been withdrawn, terminated or rescinded in any respect and (iv) no such withdrawal, termination or rescission is contemplated. As of the date hereof, there are no side letters, other Contracts, arrangements or understandings (written or oral) related to the funding or investing, as applicable, of the Equity Financing other than as expressly set forth in the Equity Commitment Letters delivered to the Company prior to the date hereof. Parent or its Affiliates have fully paid any and all commitment fees or other fees or expenses in connection with the Equity Commitment Letters that are payable on or prior to the date hereof. As of the date of this Agreement, there are no conditions precedent or other contingencies related to the funding of the full amount of the Equity Financing...
Financing; Guarantee. (a) guarantees or repurchase or recourse obligations of Parent or a Subsidiary, incurred in the Ordinary Course of Business consistent with past practice, of Debt incurred by a dealer or customer of a dealer, for the purchase or lease of property substantially all of which is manufactured or sold by Parent or such Subsidiary, the proceeds of which Debt are used by such dealer or customer primarily to pay the purchase or lease price of such property and any related reasonable fees and expenses (including financing fees); provided, however, that (i) any guarantees or repurchase or recourse obligations of an Obligor are solely with respect to Debt for the purchase or lease of property manufactured or sold by such Obligor, (ii)(A) with respect to property located in the U.S., the Debt so guaranteed is secured by a perfected first priority Lien on such property in favor of the holder of the Debt or Parent or such Subsidiary and (B) with respect to property located outside of the U.S., the Debt so guaranteed is secured by a Lien or other similar security interest to the extent commercially practicable in the jurisdiction in which such property is located and (iii) if Parent or such Subsidiary is required to make payment with respect to such guaranty, it will have the right to receive one or more of the following: (A) the title to such property (if applicable), (B) a valid assignment of a perfected first priority Lien or other similar security interest in the property or (C) the net proceeds of any resale of such property and (b) a lease finance transaction under which (i) Parent or any Subsidiary sells property to a Financial Institution, (ii) such Financial Institution, as lessor, enters into an Operating Lease with respect to such property with Parent or such Subsidiary, as lessee, and (iii) Parent or such Subsidiary, as the case may be, as lessor, enters into an Operating Lease with respect to such property with a customer, as lessee.
Financing; Guarantee. [Where the amount of the Pre-financing Payment equals or exceeds EUR 300.000 (Three Hundred Thousand euros), the Contractor shall provide a Pre-financing guarantee covering the amount of the Pre-financing Payment issued in favour of Fusion for Energy by an authorized bank or other financial institution established in the European Union or Switzerland having a public credit rating of not less than BBB by Standard and Poors or equivalent credit rating from a reputable ratings agency acceptable to Fusion for Energy, in accordance with the template set out in the Applicable Documents (AD03 -Pre-financing Guarantee Form). The guarantee will be released by Fusion for Energy within one (1) month after the clearing of the Pre- financing Payment against the [interim payments/payment of the balance].
Financing; Guarantee. (a) Buyer has sufficient immediately available funds to pay, in cash, the Purchase Price and all other amounts payable by Buyer pursuant to this Agreement or otherwise necessary for Buyer to timely consummate the transactions contemplated by this Agreement. Neither Buyer nor any of its Affiliates has incurred any liabilities or obligations, or is contemplating or aware of any liabilities or obligations, in either case, that would impair or materially adversely affect such resources and Buyer’s capability to effect the transactions contemplated by this Agreement. The obligations of Buyer to effect the transactions contemplated by this Agreement are not conditioned upon the availability to Buyer or any of its Affiliates of any debt, equity or other financing in any amount whatsoever. 44
(b) Concurrently with the execution of this Agreement, Buyer has delivered to Seller and the Company the duly executed guarantee of Paychex, Inc. (in such capacity, the “Guarantor”) in favor of Seller and attached hereto as Exhibit C (the “Guarantee”) guaranteeing all obligations of Buyer hereunder. The Guarantee is in full force and effect and is a legal, valid and binding obligation of the Guarantor and enforceable against the Guarantor in accordance with its terms. There is no default or breach under the Guarantee by the Guarantor, and no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of the Guarantor under the Guarantee.