Guarantee Obligation as to any Person (the “guaranteeing person”), any obligation of (a) the guaranteeing person or (b) another Person (including any bank under any letter of credit), if to induce the creation of such obligation of such other Person, the guaranteeing person has issued a reimbursement, counterindemnity or similar obligation, in either case guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends or other obligations (the “primary obligations”) of any other third Person (the “primary obligor”) in any manner, whether directly or indirectly, including any obligation of the guaranteeing person, whether or not contingent, (w) to purchase any such primary obligation or any Property constituting direct or indirect security therefor, (x) to advance or supply funds (i) for the purchase or payment of any such primary obligation or (ii) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (y) to purchase Property, securities or services, in each case, primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (z) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided that the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower of (I) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee Obligation is made and (II) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee Obligation shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by Borrower in good faith.
Guarantee Obligation. The Borrower will not create, incur, suffer to exist a Guarantee Obligation or otherwise become liable for any obligation of any other Person, except: (1) the endorsement of commercial paper for deposit or collection in the ordinary course of business, and (2) leases by the Borrower incurred in the ordinary course of business.
Guarantee Obligation. Surgery Center will not create, incur, suffer to exist a Guarantee Obligation or otherwise become liable for any obligation of any other Person, except: (1) the endorsement of commercial paper for deposit or collection in the ordinary course of business, and (2) leases by Borrower incurred in the ordinary course of business.
Guarantee Obligation. No Borrower or Subsidiary will create, incur, suffer to exist a Guarantee Obligation or otherwise become liable for any obligation of any other Person or any Subsidiary, except: (1) the endorsement of commercial paper for deposit or collection in the ordinary course of business, and (2) leases by the Borrower or a Subsidiary incurred in the ordinary course of business.
Guarantee Obligation. Subject to the terms and conditions of this Guarantee Cover Agreement and the Master Agreement, KMGT hereby guarantees to the Primary Mortgage Lender the payment obligations under each Mortgage Loan in the Specified Mortgage Loan Portfolio.
Guarantee Obligation. If any Member or an Affiliate of any Member enters into a guaranty of a loan or other indemnity obligation (the “Guaranteed Obligation”) in favor of a lender of the Company or a subsidiary of the Company with the consent of the Members (the “Guaranteeing Party”), including without limitation the guaranty or letter of credit issued by G&I V REIT in connection with the Ravinia and ACP Financing as described below in Section 3.8(a), any Member who is not a Guaranteeing Party or an Affiliate of a Guaranteeing Party (a “Non-Guaranteeing Member”) shall be responsible for its Ratable Share of the Guaranteed Obligation, except that no Member shall be responsible for misfeasance or malfeasance attributable to the actions or inactions of another Member or its Affiliates. If the Company is unable or does not pay any such Guaranteed Obligation when such Guaranteed Obligation becomes due and payable, the Guaranteeing Party shall provide written notice of such non-payment to the Non-Guaranteeing Member as soon as practicable after becoming aware of such non-payment. If, thereafter, the Guaranteeing Party pays all or a portion of the Guaranteed Obligation either (a) with the consent of the other Member or (b) because, in its reasonable determination, the Guaranteeing Party is required to make such payment, then the Non-Guaranteeing Member shall reimburse the Guaranteeing Party the Non-Guaranteeing Member’s Ratable Share of the amount paid within ten (10) days of written demand. If, within such ten (10) day period, the Non-Guaranteeing Member (or its Affiliate) has not paid its share of the portion of the Guaranteed Obligation paid by the Guaranteeing Party, then the Company (and the Guaranteeing Party shall have the authority to so cause the Company to act) shall pay to the Guaranteeing Party from the Cash Flow and Capital Proceeds that are distributable to the Non-Guaranteeing Party the amounts payable to the Guaranteeing Party under this Section 3.7 (such amounts shall be treated as first having been distributed to the Non-Guaranteeing Member and then paid to the Guaranteeing Party). Any amounts paid by the Guaranteeing Party shall accrue interest at a rate of fifteen percent (15%) per year commencing ten (10) days after the later of (x) the date such amounts have been paid and (y) the date on which the Guaranteeing Party notified the Non-Guaranteeing Member of the amount paid on account of the Guaranteed Obligation. Notwithstanding anything in this Agreement to the co...
Guarantee Obligation. On the failure of the Company to discharge all or part of the Debt, the Guarantor irrevocably and unconditionally agrees to pay to the Trustee without demur or protest, within 2 (two) Business Days from the date of the Demand Notice, the amount stated in the Demand Certificate in accordance with the terms hereof provided that, if on invocation of this Guarantee, the Guarantor has not made a payment within the time so specified for such payment in this Guarantee, the Guarantor shall be liable to pay further interest as set out in Clause 4 (Further Interest) below, till the date of payment by the Guarantor in accordance with this Guarantee to the satisfaction of the Trustee. The Guarantor hereby declares and agrees that they have not received and shall not, so long any monies remain due and payable by the Company to the Trustee, without the prior consent in writing of the Trustee, any security or commission from the Company for giving this Guarantee.
Guarantee Obligation. The Borrower undertakes, in addition to the guarantee provided by Abengoa on the Date of Signing (which shall remain in effect until it is extinguished pursuant to the terms of section 26.1.10 above), starting with the first Drawdown, to ensure that the obligations assumed by it under this Contract are guaranteed at all times by the Material Subsidiaries (excluding DTN) and additionally by other Group companies, to the extent necessary so that, notwithstanding the above and the terms of the following paragraph, the Guarantors, jointly with the Borrower, represent at least 85% of the Total Consolidated Assets and 85% of the consolidated EBITDA.
Guarantee Obligation. The Borrower undertakes, in addition to the guarantee provided by Abengoa on the Date of Signing (which shall remain in effect until it is extinguished pursuant to the terms of section 26.1.10 above), starting with the first Drawdown, to ensure that the obligations assumed by it under this Contract are guaranteed at all times by the Material Subsidiaries (excluding DTN) and additionally by other Group companies, to the extent necessary so that, notwithstanding the above and the terms of the following paragraph, the Guarantors, jointly with the Borrower, represent at least 85% of the Total Consolidated Assets, 85% of the consolidated EBITDA, and, once thirty (30) days had elapsed since the Novation Signing Date, 85% of consolidated Sales. Additionally, the Borrower expressly commits to carry out all actions needed for Matchmind to furnish a guarantee under identical terms to those set forth in Clause 26.1 (without this guarantee being accountable for the purposes set forth in the foregoing paragraph), although the scope of application shall be limited exclusively to obligations undertaken by the Borrower under Tranche A and Tranche B, within a term of fifteen (15) days from the date when the Matchmind/Galian Sales Agreements are executed. For these purposes, the Borrower must notify Matchmind so that it appears before a Notary Public within the term stated, furnishing the guarantee with the granting of the relevant Guarantor Adhesion Deed and the Agent must also be given a copy of the powers of the persons undersigning the Guarantor Adhesion Deed for Matchmind when the deed is granted, and a copy of the updated bylaws of the same certified by the company’s administrators or the secretary of the board of directors. In any case, when necessary over the life of the Financing Agreement, to account Matchmind’s EBIDTA, Total Assets and Sales for the purposes of reaching the 85% stated in the first paragraph of this section, the borrower and Telvent Outsourcing expressly undertake to carry out as many actions as necessary to pledge 100% of Matchmind’s share capital as collateral to guarantee obligations undertaken by the Borrower under all Tranches and under the Hedging Agreements, except in the case when, at that time, any legal or contractual limitations avoiding the setting up of this right in rem were applicable, in which case the Parties shall negotiate in good faith on a possible alternative agreement, with this involving a Termination Event in the case that...
Guarantee Obligation. The debtor fails to repay on the contract pay day or contract pay day in advance to Mortgagee as scheduled under the Main Contract, the Mortgagee may claim the Mortgage rights under the Contract or by laws, and has the priority of compensation under the maximum amount stipulated in article III of Contract. The contract pay day mentioned in above paragraph contains of principal repaying date, interest repaying date or the date that the debtor agrees to repay any fund to Mortgagor as schedule under Main Contract. The contract pay day in advance means that the date that Debtor rises up and approved by Mortgagee, and the date that Mortgagee requests Debtor to repay the principal and interest and/or any fund under the Main Contract in advance.
