Guarantee Liabilities Sample Clauses

Guarantee Liabilities. The guarantee under this Contract pertains to a joint liability guarantee.
AutoNDA by SimpleDocs
Guarantee Liabilities. Party B will guarantee all the debt under the contract, includes the principal, interest, default interest, and expense related to collect the liabilities. When the borrower defaulted on the loan, Party A can go after the borrower or Party B directly, Party A can collect money from Party B’s bank account directly, even the borrower provided collateral and Party A is not required to go through the collateral first.
Guarantee Liabilities. 2.1 The guarantee under this Contract pertains to a joint liability guarantee. 2.2 The coverage of the guarantee ranges from the principal & interests, compound interests, to fines, default penalties, damages, and expenses for realization of the credit right, as herein stipulated. The expenses for realization of the credit right include but are not limited to reminder fees, litigation (or arbitration) cost, security cost, notice fee, implementation expenditure, legal fee, travel compensation, and other expenses. 2.3 The guarantee durations are calculated respectively according to the corresponding debt performance term (by referring to the date of the Mortgagee’s advance payment, as indicated under a drawn bank acceptance bill/credit letter/letter of guarantee, similarly hereunder), as stipulated in each Credit Line Application under the master contract. The guarantee duration under a particular Credit Line Application is a duration starting from the expiration of such debt performance term as stated under this proper Credit Line Application (or from the date of the Mortgagee’s advance payment) and ending at 2 (two) years after the expiration of such debt performance term as stated in the last-matured Credit Line Application under the master contract (or two years after the date of the Mortgagee’s advance payment). For the Mortgagee’s liability of repayment in installment as stated under any Credit Line Application under the master contract, the guarantee durations are calculated respectively with regard to every installment repayment, i.e., a duration starting from the expiration of the debt performance term for each installment (or from the date of the Mortgagee’s advance payment) and ending at 2 (two) years after the expiration of the debt performance term for the last installment (or 2 (two) years after the date of the Mortgagee’s advance payment). In the event when the Mortgagee announces any premature debt under the master contract, the premature date so announced is taken as the expiration date of the corresponding debt performance term. 2.4 As stipulated in Section V under Guaranty Law of the People's Republic of China, both parties of this Contract specially agree as follows: this Contract is independent from the master contract in effectiveness, namely any ineffectiveness of the master contract or related provisions thereof will not affect the force of this Contract. However, following ineffectiveness of the master contract, the Debtor shall unde...
Guarantee Liabilities. Buyer shall use Commercially Reasonable Efforts to cause the release and discharge of Seller and any Affiliate of Seller (other than the Target Entities) from their obligations under the guarantee or other credit support agreements (the “Guarantee Liabilities”) listed on Schedule 2.4 as of the Closing Date. Without limiting the foregoing, Buyer agrees to cause the issuance of one or more substitute letters of credit in favor of the beneficiaries of the Guarantee Liabilities in an effort to compel such release and discharge. Seller shall, and shall cause its Affiliates to, cooperate with Buyer to the extent reasonably requested by Buyer to cause the release and discharge of Seller and to acquire substitute guarantees or other credit support agreements. In the event a beneficiary of any such Guarantee Liability withholds its consent to the release and discharge of Seller and any Affiliate of Seller (other than the Target Entities), Buyer shall indemnify and hold harmless Seller and its Affiliates from and against any Indemnifiable Losses suffered or incurred by them in connection with any of the Guarantee Liabilities that remain outstanding following the Closing Date with respect to any matters arising from and after the Closing Date and agrees to cause the issuance of one or more letters of credit in favor of Seller as of the Closing Date on a back-to-back basis with respect to any such outstanding Guarantee Liability in respect of Buyer’s obligations of indemnification.
Guarantee Liabilities. 7.1 The JC and ALSTOM shall jointly and severally indemnify and hold harmless the ABB Ltd Indemnified Parties from and against any Guarantee Liabilities. 7.2 Section 7.1 shall become effective automatically upon consummation of the Settlement Closing.
Guarantee Liabilities. Seller and Buyer shall use their Commercially Reasonable Efforts to cause the release and discharge of Seller and any Affiliate of Seller (other than CEM, CPI, the Investor Subsidiaries, the Service Subsidiaries and the Project Companies) from their obligations under the guarantee or other credit support agreements listed on Schedule 2.4 (the “Guarantee Liabilities”) as of the Closing Date. To the extent that Seller or any such Affiliate of Seller is not fully released and discharged from its obligations under the Guarantee Liabilities, Buyer shall indemnify, defend and hold harmless Seller and any such Affiliates of Seller from and against any and all Indemnifiable Losses asserted against or suffered by Seller or any such Affiliates of Seller relating to or arising out of the Guarantee Liabilities as provided in Section 8.1, and at the Closing, Buyer shall deliver to Seller an Assumption Agreement substantially in the form attached hereto as Exhibit B (the “Assumption Agreement”) pursuant to which Buyer shall assume and agree to discharge when due each and every obligation and liability arising on or after the Closing Date under each of the Guarantee Liabilities.

Related to Guarantee Liabilities

  • Litigation and Contingent Liabilities No litigation (including derivative actions), arbitration proceeding or governmental investigation or proceeding is pending or, to the Company’s knowledge, threatened against any Loan Party which might reasonably be expected to have a Material Adverse Effect, except as set forth in Schedule 9.6. Other than any liability incident to such litigation or proceedings, no Loan Party has any material contingent liabilities not listed on Schedule 9.6 or permitted by Section 11.1.

  • Guaranty Obligations Unless otherwise specified, the amount of any Guaranty Obligation shall be the lesser of the principal amount of the obligations guaranteed and still outstanding and the maximum amount for which the guaranteeing Person may be liable pursuant to the terms of the instrument embodying such Guaranty Obligation.

  • Default Liabilities 11.1 The Parties agree and acknowledge that, in the event that a Party (the “Defaulting Party”) substantially violates any of the agreements hereunder or fails to perform any of its obligations hereunder substantially, it shall constitute a default under this Agreement (the “Default”). The non-defaulting party (the “Non-defaulting Party”) shall be entitled to request the Defaulting Party to rectify the Default or take remedial measures within a reasonable period. In the event that the Defaulting Party fails to rectify the Default or take remedial measures within a reasonable period or within ten (10) days after a written notice sent by the Non-defaulting Party to the Defaulting Party requesting for the rectification, and if the Defaulting Party is Party A, the Non-defaulting Party shall be entitled to determine, at its sole discretion, to: (1) terminate this Agreement and request the Defaulting Party to indemnify all losses incurred by the Non-defaulting Party, or (2) request the Defaulting Party to continue to perform its obligations hereunder and indemnify all losses incurred by the Non-defaulting Party; if the Defaulting Party is Party B, the Non-defaulting Party shall be entitled to request the Defaulting Party to continue to perform its obligations hereunder and to indemnify all losses incurred by the Non-defaulting Party. 11.2 The Parties agree and acknowledge that Party A shall not request to terminate this Agreement for any reasons under any circumstances, except otherwise required under the law or under this Agreement. 11.3 Notwithstanding any other provisions hereunder, this Article XI shall survive the suspension or termination of this Agreement.

  • Contingent Liabilities Assume, guarantee, become liable as a surety, endorse, contingently agree to purchase, or otherwise be or become liable, directly or indirectly (including, but not limited to, by means of a maintenance agreement, an asset or stock purchase agreement, or any other agreement designed to ensure any creditor against loss), for or on account of the obligation of any person or entity, except by the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of the Company’s business.

  • Litigation and Contingent Obligations There is no litigation, arbitration, governmental investigation, proceeding or inquiry pending or, to the knowledge of any of their officers, threatened against or affecting the Borrower or any of its Subsidiaries which could reasonably be expected to have a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Loans. Other than any liability incident to any litigation, arbitration or proceeding which could not reasonably be expected to have a Material Adverse Effect, the Borrower has no material contingent obligations not provided for or disclosed in the financial statements referred to in Section 5.4.

  • Indebtedness and Liabilities Incur, create, assume, become or be liable in any manner with respect to, or permit to exist, any Indebtedness or Liability, other than: (a) Indebtedness to the Lender for Advances, or otherwise; (b) Indebtedness and Liabilities with respect to trade obligations, accounts payable and other normal accruals incurred in the ordinary course of business, or with respect to which any of the Borrowers is contesting in good faith the amount or validity thereof by appropriate proceedings, and then only to the extent that the Borrowers have set aside on their books adequate reserves therefor; (c) Indebtedness under those Real Property Leases listed on Schedule "3.07" annexed hereto; (d) Indebtedness under Existing Operating Leases listed on Schedule "3.05" annexed hereto; (e) Existing Indebtedness, but only to the extent set forth on Schedule "6.01(e)" annexed hereto; (f) Purchase money Indebtedness or other Indebtedness incurred or assumed in connection with Investments (including the acquisition of additional assets or businesses) and Capital Expenditures made following the Agreement Date; provided, however, that: (i) the Borrowers shall, in connection with the incurrence of any and all such Indebtedness, be in compliance with the provisions of Section 6.06(c) and Section 6.09 hereof; and (ii) to the extent that the Borrowers shall elect to incur Indebtedness for money borrowed (other than purchase money Indebtedness) from any financial institution in connection with any permitted Investment contemplated by Section 6.06(c) hereof, they shall afford the Lender a right of first refusal to provide the financing therefor; provided, that the terms and conditions of any such financing which the Lender may (at their sole discretion) elect to offer shall be on terms and conditions which, in the aggregate, shall be no less favorable to the Borrowers than those offered by any other financial institution; (g) Intercompany Investments which are represented by instruments that are promptly delivered (with all necessary endorsements thereon) to the Lender pursuant to the Security Agreement; and (h) Subordinated Debt in such amounts and upon such terms and conditions as shall be reasonably acceptable to the Lender.

  • Guaranty of the Obligations Subject to the provisions of Section 7.2, Guarantors jointly and severally hereby irrevocably and unconditionally guaranty to Administrative Agent for the ratable benefit of the Beneficiaries the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) (collectively, the “Guaranteed Obligations”).

  • Surety Obligations No Borrower or Subsidiary is obligated as surety or indemnitor under any bond or other contract that assures payment or performance of any obligation of any Person, except as permitted hereunder.

  • Seller Obligations Seller shall (A) arrange and pay independently for any and all necessary costs under any Generator Interconnection Agreement with the Participating Transmission Owner; (B) cause the Interconnection Customer’s Interconnection Facilities, including metering facilities, to be maintained; and (C) comply with the procedures set forth in the GIP and applicable agreements or procedures provided under the GIP in order to obtain the applicable Electric System Upgrades and (D) obtain Electric System Upgrades, as needed, in order to ensure the safe and reliable delivery of Energy from the Project up to and including quantities that can be produced utilizing all of the Contract Capacity of the Project.

  • Employee Liabilities All Liabilities with respect to employees which -------------------- relate primarily to the Company Business.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!