Guarantee Payments. The Issuer understands and acknowledges that any Guarantee Payment with respect to a particular issue of Senior Unsecured Debt shall be paid by the FDIC directly to:
(a) the Representative with respect to such Senior Unsecured Debt if a Representative has been designated; or
(b) the registered holder(s) of such Senior Unsecured Debt if no Representative has been designated; or
(c) any registered holder of such Senior Unsecured Debt who has opted out of being represented by the designated Representative; in each case, pursuant to the claims procedure set forth in the Rule. In no event shall the FDIC make any Guarantee Payment to the Issuer directly. The FDIC will provide prompt written notice to the Issuer of any Guarantee Payment made by the FDIC with respect to any of the Issuer’s Senior Unsecured Debt (the “Guarantee Payment Notice”).
Guarantee Payments. Each Obligor:
(a) irrevocably authorises the Issuer to make any payment demanded from it pursuant to a Guarantee if that demand is made in accordance with its terms;
(b) accepts that any demand for payment made by the Seller pursuant to a Guarantee and which is made in accordance with its terms shall be conclusive evidence that the Issuer was liable to make payment under the Guarantee and any payment which the Issuer makes pursuant to any such demand shall be accepted by the Obligors as binding upon the Obligors; and
(c) acknowledges and agrees that the Issuer shall not in any circumstances whatsoever be liable to the Obligors in respect of any loss or damage suffered by the Obligors by reason of the Issuer making a payment to the Seller in connection with any payment demanded under a Guarantee.
Guarantee Payments. 2 Holder . . . . . . . . . . . . . . . . . . . . . . . 3
Guarantee Payments. (a) Upon receipt of a LC Demand, the Issuing Bank shall promptly notify the Facility Agent and the Facility Agent shall promptly notify each of the Lenders and the Borrower of:
(i) that LC Demand;
(ii) the amount (Due Amount) demanded thereunder in accordance with its provisions; and
(iii) the date (Due Date) on which the Due Amount is due to be paid by the Issuing Bank in accordance with its provisions.
(b) On the Due Date, the Issuing Bank shall (subject to paragraph (c) below) pay the Due Amount to the LC Beneficiary (or as it may direct in the LC Demand) and, without prejudice to the generality of clause 7.1, each of the Lenders, the Facility Agent and the Borrower hereby irrevocably and unconditionally authorises and instructs the Issuing Bank to do so.
(c) Each of the LC Lenders shall pay to the Issuing Bank for value at least two (2) Business Days prior to the Due Date its proportion (calculated in accordance with clause 2.1(d)) of the Due Amount in the XX Xxxx Collateral Account in accordance with clause 40 (Payment mechanics). For the avoidance of doubt, the obligations of the LC Lenders under this clause 7.2 shall apply regardless of whether a Default has occurred and is continuing at such time.
(d) Each of the parties to this Agreement agrees that any Due Amount paid by the Issuing Bank shall, as from the Due Date of the relevant Due Amount, constitute an LC Loan (except to the extent such Due Amount was paid from the XX Xxxx Collateral Account or other cash collateral provided by the Borrower in accordance with this Agreement), as if each of the LC Lenders had advanced its proportion (calculated in accordance with clause 2.1(d)) of the Due Amount to the Borrower on the Due Date of the relevant Due Amount. For the avoidance of doubt, the provisions of clause 4 (Conditions of Utilisation) shall not apply to such LC Loan.
(e) The obligations of each LC Lender under this clause 7.2 are continuing obligations and will extend to the ultimate balance of sums payable by that LC Lender in respect of the Letter of Credit, regardless of any intermediate payment or discharge in whole or in part.
(f) The obligations of any LC Lender under this clause 7.2 will not be affected by any act, omission, matter or thing which, but for this clause, would reduce, release or prejudice any of its obligations under this clause (without limitation and whether or not known to it or any other person) including:
(i) any time, waiver or consent granted to, or composition wit...
Guarantee Payments. (a) Subject to Section 1.08 of the Hasbro Studios Programming Agreement, Hasbro shall be obligated to pay to the Company as Hasbro Revenue Share Payments (as defined in Section 1.04(a) below) or as guarantee payments (“Guarantee Payments”) as provided in this Section 1.03 an amount (the “Total Guarantee Amount”) equal to One Hundred Twenty-Five Million Dollars ($125,000,000). On the first day of the calendar quarter that begins after the mutually agreed date of the public announcement of the re-branding of the Network or, if earlier, July 1, 2009 (the “Initial Guarantee Payment Date”), Hasbro shall pay to the Company an initial Guarantee Payment of Twenty-Five Million Dollars ($25,000,000). Subject to Section 1.08 of the Hasbro Studios Programming Agreement, on each subsequent date specified in the table below (each such date, a “Guarantee Payment Date”), if, as of such Guarantee Payment Date, the total amount of Hasbro Revenue Share Payments paid to the Company before such Guarantee Payment Date plus any prior Guarantee Payments paid to the Company is less than the total amount corresponding to such Guarantee Payment Date in the below table (each a “Guarantee Scheduled Total”), then Hasbro shall pay to the Company on such Guarantee Payment Date an amount equal to such Guarantee Scheduled Total, less the sum of all Hasbro Revenue Share Payments and Guarantee Payments paid to the Company prior to such Guarantee Payment Date.
Guarantee Payments. Each Obligor:
(a) irrevocably authorises the Issuing Bank to make any payment demanded from it pursuant to a Guarantee if that demand is made in accordance with its terms;
(b) accepts that any demand for payment made by the Beneficiary pursuant to a Guarantee and which is made in accordance with its terms shall be conclusive evidence that the Issuing Bank was liable to make payment under a Guarantee and any payment which the Issuing Bank makes pursuant to any such demand shall be accepted by the Obligors as binding upon the Obligors; and
(c) acknowledges and agrees that the Issuing Bank shall not in any circumstances whatsoever be liable to the Obligors in respect of any loss or damage suffered by the Obligors by reason of the Issuing Bank making a payment to the Beneficiary in connection with any payment demanded under a Guarantee, unless such loss or damage results from the Issuing Bank’s gross negligence or wilful misconduct.
Guarantee Payments. If any demand shall be made for payment under the Guarantee, the Issuing Lender shall promptly notify the Borrower of the date and amount thereof. The responsibility of the Issuing Lender to the Borrower in connection with any demand made for payment under the Guarantee shall, in addition to any payment obligation expressly provided for in the Guarantee, be limited to determining that the documents (including each demand) delivered under the Guarantee in connection with such presentment are substantially in conformity with the Guarantee.
Guarantee Payments. 3 Holder............................................................................3
Guarantee Payments. 3.1 The Parties hereby acknowledge and agree that in respect of the aggregate Additional Equity Commitments referred to in column (3) of the table in Clause 7.1.3 an amount of USD 12,000,000 (twelve million) shall be allocated toward Shareholder Liquidity Support in respect of Finance Guarantee Claims pursuant to this Deed and claims under any other guarantee of the obligations of a Group Company issued in favour of any third party lender of Approved Finance under which each of the Parties is directly liable and, notwithstanding anything to the contrary in Clause 7.1.3, shall not be used for any other purpose so long as the Finance Guarantees or any other guarantee of the obligations of a Group Company issued in favour of any third party lender under which each of the Parties is directly liable remain outstanding, and the balance (USD 17,000,000) shall be callable in cash for any other purpose permitted in Clause 7.2.1.
3.2 The Parties and the Company acknowledge and agree that notwithstanding each Party is jointly and severally liable in favor of Lender(s) in respect of certain amounts under the Finance Guarantees, as between the Parties each Party is obliged to pay only such Party’s pro rata share of any claim under a Finance Guarantee (including, without limitation, in respect of enforcement and preservation costs, tax gross up, accrual of interest and/or currency indemnities, except to the extent a claim against a Party arises out of or relates to a breach by such Party of, or a default by such Party under, the applicable Finance Guarantee (or, in the case of a claim arising out of or relating to the indemnity under the Subordination Agreement, fault by such Party under the Subordination Agreement), in which case the breaching or defaulting Party (or Party at fault) shall be solely responsible for payment of the amount of such claim to the extent arising out of or relating to such a breach or default (or fault)) (a Finance Guarantee Claim) (such Party’s pro rata share of such Finance Guarantee Claim being based upon its respective Shareholding at the time of such claim being made and being referred to herein as its Pro Rata Share).
3.3 Unless it is clear from the facts that a payment in respect of a Finance Guarantee Claim (a Finance Guarantee Payment) relates to one or more specific Vessels, such Finance Guarantee Payment shall be deemed to be pro rated equally against all Vessels financed (in whole or in part) with funds drawn down under the Facility...
Guarantee Payments. The City has agreed that the Developer and any subsequent Owner shall have the exclusive right to use 106 parking spaces in the Parking Facility, which right shall be set forth in the Parking Facility Easement Agreement and in the Parking Facility Operation and Maintenance Agreement. In consideration of the right to use 106 parking spaces, the Developer and any subsequent Owner shall guarantee that the Project will generate a certain amount of Project Revenues in each year (the “Guaranteed Project Revenues”) that will be remitted to the City or the Bond Trustee, as applicable, to defray, in part, the cost of constructing the Parking Facility. The Guaranteed Project Revenues for each year are set forth on Exhibit E hereto and by this reference made a part hereof. The Owner shall make any required Guarantee Payments to the City in accordance with this Agreement beginning in 2024. The Owner’s obligation to make the Guarantee Payments shall also be set forth in the Covenant Regarding Guarantee Payments. On or prior to January 30 of each year, beginning on January 30, 2024, the City shall provide written notice to the Owner, with a copy to the DDA Executive Director, setting forth:
(i) the Guaranteed Project Revenues set forth in Exhibit E for the preceding year; Draft
(ii) the total amount of Project Revenues received in the preceding year, including (a) the Tax Increment Revenues credited to the XXXX Special Fund or the City Special Fund, as the case may be, in the preceding fiscal year, from the Property, and (b) the amount of Add-On PIF Revenues generated by the retail sales from the Property in the preceding fiscal year and remitted to the City or the Bond Trustee, as applicable; and
(iii) setting forth the amount by which the Project Revenues received in such year either exceeded the Guaranteed Project Revenues for such year or were less than the Guaranteed Project Revenues for such year. [In the event that the Project Revenues in such year exceeded the Guaranteed Project Revenues in such year, the Owner shall not be required to make any Guarantee Payment relating to such year, and shall receive a credit in the amount of such excess, up to $400,000, against any obligation it has to make a Guarantee Payment for the succeeding year, if any. Any such credit shall apply only to the succeeding year, and not any subsequent years.] In the event that the Project Revenues in such year were less than the Guaranteed Project Revenues in such year, as set forth in th...
