GENERAL GUARANTEES Sample Clauses
The General Guarantees clause establishes the basic assurances or commitments that one or both parties make regarding their ability to fulfill the contract. Typically, this clause covers representations such as having the legal authority to enter into the agreement, compliance with applicable laws, and the absence of conflicts with other obligations. By setting out these foundational promises, the clause helps ensure that both parties are entering the contract in good faith and with the necessary capacity, thereby reducing the risk of disputes over eligibility or authority to perform under the agreement.
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GENERAL GUARANTEES. The Guarantors jointly and severally declare and guarantee that they will indemnify the Beneficiary or, in accordance with Article 2.3, EAZ, for:
(a) the amount of any damage, loss, interest, and/or penalty suffered by the Beneficiary or one of the Companies as a result of inaccuracy or omission concerning any of the representations in Article 1 above;
(b) the amount of any liabilities of the Companies or any one of them, known or unknown as of the end date of the fiscal period covered in the 2000 Financial Statements, originating from or caused by an event, fact, or operation prior to the date on which the 2000 Financial Statements were prepared and that were not reserved or sufficiently reserved for in the 2000 financial statements [sic]; and
(c) the amount of any Tax that is borne by the Beneficiary or one of the Companies and any tax benefit (in particular tax credits or another reporting or deferred tax regime) that is called into question, following a reassessment or other administrative action (prior to or following the Closing Date) concerning a period prior to the Closing Date; for the period following December 31, 2000, and prior to the Closing Date, the Guarantors are nonetheless held hereunder only insofar as the reassessment or administrative action mentioned above does not originate in negligence, a mistake or an omission of the Beneficiary and/or EAZ or the Subsidiaries, following the Closing Date (notably compliance with obligations for such period); to which will be added certain expenses and costs (including fees of auditors, lawyers, or counsel) borne by the Beneficiary and/or one of the Companies due to the act or the event described hereabove. It is specified here that, except in the event of a calling into question by the administrative authority in the context of the fiscal guarantee referred in (c) above, the methods for booking consignments of bottles and security deposits on tanks described in ADDENDUM 5 are known to the Beneficiary and accepted by it, and therefore may not lead to the implementation of this guarantee.
GENERAL GUARANTEES. Assault on Teacher 21 8.2 No Deduction Provision 21 8.3 Board Minutes 21 8.4 Liability Insurance Coverage 21 8.5 Board Policy Handbook 21 8.6 Board Agendas 21 8.7 Non-Discrimination 22 8.8 Dues Deduction 22 8.9 Teacher Assignment 22 8.10 Changes in Teaching Assignments 23 8.11 Notices of Vacancies 23 8.12 Meetings with Association 23 8.13 Use of Bulletin Boards & Mailboxes 23 8.14 Rights of Association President 24 8.15 Association President Duties 24 8.16 Association Days 24 8.17 Withholding Teacher’s Increment or Longevity Step 24 8.18 No-Strike Provision 24
GENERAL GUARANTEES. 13.1 In accordance with the provisions of Section 15 of the Mining Code, the State shall undertake not to introduce any restriction or modification to:
(a) The free implementation of the Articles of Association of GEOVIC where they are not repugnant to the laws in force in Cameroon,
(b) GEOVIC's unlimited right to select its Shareholders,
(c) The rights attached to shares by virtue of law,
(d) ▇▇▇▇▇▇’s right to select the Persons in charge of the management or control of GEOVIC (President, Board members, General Manager, Financial, Commercial, Administrative and Technical Managers, Auditors (“Commissaires aux Comptes”),
(e) ▇▇▇▇▇▇'s right to decide the means of organizing its operation, especially, the increase and decrease of capital, the distribution or capitalization of profits or reserves, and the use of its assets and all income, the disposition of payments;
(f) The regime applicable to the relationships between GEOVIC and its Shareholders,
(g) The freedom of decisions made for technical, administrative, commercial or financial management of GEOVIC, without prejudice to the legislative provisions on the environment,
(h) The freedom of GEOVIC to hire, promote and fire its personnel, to fix their salaries and other benefits and to fix the number of employees, in accordance with the laws in force,
(i) The freedom of GEOVIC to import aircraft (planes and helicopters) and telecommunications equipment (for land or satellite communication), in accordance with the laws in force,
(j) The freedom of GEOVIC to borrow or lend funds in accordance with its Articles of Association.
13.2 Notwithstanding the provisions of Article 13.1 above, the Republic of Cameroon hereby guarantees to GEOVIC, the Third Party Beneficiaries and to the Persons normally employed by them:
(a) The freedom of choice of suppliers of goods and providers of services;
(b) The free choice and free movement of personnel, the issue of visas and work permits to expatriate personnel in accordance with the regulations in force and the provisions relating to public order, and subject to Article 8;
(c) The grant and renewal of the Mining Titles required for the conduct of the activities of GEOVIC, according to the Mining Code, and the provisions of this Convention;
(d) The freedom to conduct their affairs in accordance with their criteria for mining, so long as their actions do not contravene applicable laws and regulations of the Republic of Cameroon.
13.3 The State shall undertake not to object to t...
GENERAL GUARANTEES. 17.1 Each Seller, HoldCo and, solely with respect to the guarantees in Clause 17.1.7 below, SSLI, guarantees by way of an independent guarantee within the meaning of § 311 para. 1 BGB (selbständiges Garantieversprechen i.S.
GENERAL GUARANTEES. 13.1.1 In consideration of the execution of this Contract by the City and the Contract Price herein stipulated to be paid and received for the performance of the work, the Contractor binds and obligates himself and agrees to bring all portions of the Work under this Contract to completion in accordance with the Contract Documents and within the Contract Time, free of all defects of material and workmanship, and guarantees that the Work shall remain free of all defects of material and workmanship for a period of one year from the date of Substantial Completion. The Contractor guarantees, on written notice from the Official, to immediately repair and make good, or cause to be repaired and made good, at the Contractor's expense, all defects of material or workmanship in the Work and to pay for or cause to be paid for any damage to other work resulting therefrom, or from the repair thereof which may develop during the period of one year from the date of Substantial Completion.
13.1.2 Warranties for all specified or substitute items of materials and equipment shall include a certification endorsed by the Con- tractor warranting their merchantability, and that they are functionally suitable and fit for their intended purpose.
13.1.3 The warranties, guarantees and obligations for correction of Work specified in this Article are in addition to and not in limi- tation of any other specific remedies provided in the Contract Documents or by Laws or Regulations.