Guarantee Provisions. (a) The Buyer shall accept a guarantee in the form attached hereto as Exhibit D (the “Guarantee”) from a guarantor of the Supplier (with the applicable party providing the Guarantee being referred to as the “Guarantor”), provided however that the Guarantor shall have a Credit Rating as listed in any of the four rows contained in the table below. Notwithstanding the foregoing, in the event the Guarantor has a Negative Outlook, then its Credit Rating, for purposes of calculating the Creditworthiness Value of the Guarantor in Section 5.4(b), will be automatically demoted by one level as set forth below. For greater certainty, a Guarantor with a Credit Rating in the 4th level set forth below without a Negative Outlook will no longer be able to provide a Guarantee if it subsequently receives a Negative Outlook. In such event, the Supplier shall be required to provide alternative acceptable security as provided in Section 5.2(b) so as to remain in compliance with the Completion and Performance Security requirements set out in Section 5.1.
(b) A Person’s Creditworthiness Value (the “Creditworthiness Value”) shall be determined by the following formula: S x T where S represents the Tangible Net Worth of the Person, expressed in Dollars, and T is a figure, used for weighting purposes, taken from the 4th column of the table below of the appropriate row corresponding to the Person’s Credit Rating as adjusted by any Negative Outlook, provided that where the Person has Credit Ratings from more than one rating agency set out in the table below, then the lowest of such Credit Ratings, as adjusted by any Negative Outlook, shall be used:
1. At least A- At least A low At least A3 0.10
2. At least BBB+ At least BBB high At least Baa1 0.08
3. At least BBB At least BBB At least Baa2 0.06
4. At least BBB- At least BBB low At least Baa3 0.05
(c) Upon the consent of the Buyer, which consent shall not be unreasonably withheld, the Guarantor may substitute its Guarantee with a guarantee from an Affiliate or from any other Person who would qualify as a guarantor for an amount equivalent to the amount of the Guarantee (the “Replacement Guarantee”). The Replacement Guarantee shall be in the form of the Guarantee. Upon delivery of the Replacement Guarantee, (i) such Replacement Guarantee shall be deemed to be the “Guarantee” and such Affiliate or other Person providing such guarantee, as the case may be, shall be deemed to be the “Guarantor” for all purposes of this Agreement and (ii) ...
Guarantee Provisions. 12.1. In consideration of the Grantor entering into this Agreement with the Licensee at the request of the Guarantor, the Guarantor hereby unconditionally and irrevocably guarantees to the Grantor the full, prompt and complete payment by the Licensee of all sums due to the Grantor pursuant to this Agreement and the due and punctual performance by the Licensee of all its obligations hereunder.
12.2. The guarantee contained in this Clause 12 is a continuing guarantee and shall remain in force until all the obligations of the Licensee under this Agreement have been fully performed and all sums payable by the Licensee have been fully paid.
12.3. The Grantor may without any consent from the Guarantor and without affecting the Guarantor's liability hereunder grant time or indulgence to or compound with the Licensee or any other person and the guarantee contained in this Clause shall not be discharged nor shall the Guarantor's liability under it be affected by anything which would not have discharged or affected the Guarantor's liability if the Guarantor had been a principal debtor or principal obligor to the Grantor instead of a Guarantor.
12.4. If the Guarantor is unable to procure that the Licensee duly and punctually performs its obligations hereunder then it shall indemnify the Grantor in respect of all costs, damages. charges and expenses incurred or suffered by the Grantor as a result of any of the obligations of the Licensee under this Agreement being or becoming void, voidable, unenforceable or ineffective as against the Licensee for any reason, whether or not known to the Grantor, the amount of such loss being the amount which the Grantor would otherwise have been entitled to recover from the Licensee.
12.5. It shall not be necessary, prior to seeking payment or indemnification from the Guarantor under this guarantee, for the Grantor to pursue or prosecute any claim it may have against the Licensee and after any default by the Licensee the Grantor may at any time make claims and/or take action (whether in the Courts or otherwise) against the Guarantor as if the Guarantor was a principal obligor to the Grantor under this Agreement having joint and several liability with the Licensee hereunder.
Guarantee Provisions. 5.1 All the debts owed by Party B to Party A under this Agreement shall be jointly and severally guaranteed by Xxx Xxxxxxx, Xxxx Xxxxxxx, Xxxx Xxxxxxxx and Pan Yan, and they shall issue a separate letter of guarantee to Party A. At the same time, the working capital loan limit of RMB Three Million yuan under this Agreement is jointly and severally guaranteed by the Shanghai Small and Medium-sized Enterprises Policy Financing Guarantee Fund Management Center. The guarantee amount is not less than 70% of the principal amount of the single loan to Party B, with the specific proportion being subject to the Guarantee Contract signed by Party A and the Shanghai Small and Medium-sized Enterprises Policy Financing Guarantee Fund Management Center when Party B use the working capital loan limit.
5.2 All debts owed by Party B to Party A under this Agreement shall be pledged by the property it owns or has the right to dispose of according to law, and the two parties shall sign a guarantee contract separately. If the guarantor fails to sign the guarantee contract and complete the guarantee procedures in accordance with the provisions of this clause (including the debtor of account receivable raises a defense before the receivable is pledged), Party A has the right to refuse to provide credit to Party B.
5.3 Under the circumstances that the guarantor provides the guarantee for any debt owed by Party B to Party A under this Agreement using real estate, Party B shall immediately notify Party A if it knows that the collateral has been or may be included in the government demolition and land expropriation plan, and press the guarantor to continue to provide guarantees for Party B’s debts in accordance with the guarantee contract using the compensation provided by the expropriator and complete the corresponding guarantee procedures in a timely manner, or provide other guarantee measures required and approved by Party A. Under the circumstances stated in the preceding paragraph, if the guarantee needs to be reset or other guarantee measures are taken, the relevant expenses incurred shall be borne by the guarantor, with Party B being jointly and severally liable for the expenses. Party A has the right to deduct these fees directly from Party B’s account.
Guarantee Provisions. 8.1 In consideration of the Purchaser entering into this Agreement, Deutsche Telekom unconditionally and irrevocably guarantees to the Purchaser and to the extent that a member of the Purchaser’s Group or any Target Company is a party to a Transaction Document, that member of the Purchaser’s Group or that Target Company in respect of the relevant Transaction Document, as a continuing obligation that DT Holdings will comply with its obligations under this Agreement and each Transaction Document.
8.2 Deutsche Telekom’s liability under Clause 8.1 shall not be discharged or impaired by:
(a) any amendment, variation or assignment of this Agreement or any Transaction Document or any waiver of its or their terms (save to the extent of any amendment or variation to this Clause 8 the effect of which is to discharge or impair Deutsche Telekom’s liability under this Clause 8);
(b) any release of, or granting of time or other indulgence to, DT Holdings or any third party;
(c) any winding up, dissolution, reconstruction, legal limitation, incapacity or lack of corporate power or authority or other circumstances affecting DT Holdings; or
(d) any other act, event, neglect or omission (whether or not known to DT Holdings, the Purchaser or Deutsche Telekom) which would or might (but for this Clause 8.2) operate to impair or discharge Deutsche Telekom’s liability or afford Deutsche Telekom or DT Holdings any legal or equitable defence.
8.3 In consideration of the Purchaser entering into this Agreement, as a separate, additional continuing and primary obligation, Deutsche Telekom undertakes to indemnify the Purchaser and the relevant member of its Group or the relevant Target Company, in each case, which is a party to the relevant Transaction Document against any Costs suffered or incurred by any of them as a result of DT Holdings’ failure to comply with its obligations under this Agreement or any Transaction Document.
8.4 In consideration of the Purchaser entering into this Agreement, Orange S.A. unconditionally and irrevocably guarantees to the Purchaser and to the extent that a member of the Purchaser’s Group or any Target Company is a party to a Transaction Document, that member of the Purchaser’s Group or that Target Company in respect of the relevant Transaction Document, as a continuing obligation that Orange Holdings will comply with its obligations under this Agreement and each Transaction Document.
8.5 Orange S.A.’s liability under Clause 8.4 shall not be discharge...
Guarantee Provisions. 8.1 The Guarantor’s covenants
Guarantee Provisions. 7.1 The Surety guarantees to the Landlord that the Tenant will pay the rents reserved by and perform and observe all the covenants and stipulations on the Tenant's part contained in this Lease throughout the Term.
7.2 The Surety shall not be released from liability under these provisions by reason of any forbearance the granting of time or any other indulgence on the part of the Landlord (including but without prejudice to the generality of the foregoing) any granting or extension of time under or varying the procedure set out in clause 6.5.
7.3 If a liquidator or trustee in bankruptcy of the Tenant shall disclaim this Lease the Surety will if the Landlord shall by notice within three months after such disclaimer so require take from the Landlord a Lease of the Demised Premises for a term commensurate with the residue of the Term which would have remained had there been no disclaimer at the same rents and subject to the same covenants and conditions as are reserved by and contained in this Lease (with the exception of
Guarantee Provisions. 7.1 The Surety guarantees to the Landlord that the Tenant will pay the rents reserved by and perform and observe all the covenants and stipulations on the Tenant's part contained in this Lease throughout the Term
7.2 The Surety shall not be released from liability under these provisions by reason of any forbearance the granting of time or any other indulgence on the part of the Landlord (including but without prejudice to the generality of the foregoing) any granting or extension of time under or varying the procedure set out in clause 6.5
7.3 If a liquidator or trustee in bankruptcy of the Tenant shall disclaim this Lease the Surety will if the Landlord shall by notice within three months after such disclaimer so require take from the Landlord a Lease of the Demised Premises for a term commensurate with the residue of the Term which would have remained had there been no disclaimer at the same rents and subject to the same covenants and conditions as are reserved by and contained in this Lease (with the exception of this clause) such Lease to take effect from the date of the disclaimer and in such case the Surety shall pay the costs of such new Lease and execute and deliver to the Landlord a counterpart of the new Lease The Tenant shall forthwith pay the Landlord's Solicitors charges properly incurred for the preparation of this Lease together with the stamp duty on the counterpart thereof up to a maximum sum of L.900, plus Value Added Tax.
Guarantee Provisions. 1. The Guarantor guarantees to the Landlord the due and punctual payment and performance by the Tenant of all the tenant’s obligations and liabilities under this Lease and indemnifies the Landlord against all losses, damages costs and expenses arising or incurred by the Landlord as a result of the non-payment or non-performance of those obligations or liabilities.
2. The obligations of the Guarantor under this Lease:
Guarantee Provisions. The loan hereunder is guaranteed by Inner Mongolia Yongye Fumin Biotechnology Co., Ltd. and WX Xxxxxx (their Loan Guarantee Contracts No. 2013SDXTHS08G-YYFM01 and 2013SDXTHS08G-YYFM02, respectively).
Guarantee Provisions. All payments outlined in section 3 shall be fully guaranteed by Company. In the event the Company does nor meet its timely financial obligation hereunder, The Company shall release all . HR optioned properties according to the terms of The Interim Management Agreement.
