Guaranteed Amount Sample Clauses
Guaranteed Amount. (1) The Guarantor hereby undertakes, under the provisions of Article 2321 of the French Civil Code, in consideration of the Guaranteed Obligations, to irrevocably and unconditionally pay to the Beneficiary, upon first demand, made in accordance with the terms and conditions stipulated in Article 2.1 of this Guarantee, all sums requested by the Beneficiary before the expiration date stipulated in Article 2.2 of this Guarantee, for up to a maximum cumulated amount of sixteen millions US Dollars ($16,000,000) (hereinafter, the “Guaranteed Amount”).
(2) The Guarantor acknowledges that it commits itself in the capacity of an autonomous guarantor in accordance with the provisions of Article 2321 of the French Civil Code and that as such, the commitment which is now made is autonomous and totally separate and distinct from the legal relationships existing between the Beneficiary and the Borrower and resulting or which could result directly or indirectly from the Finance Documents. It is therefore expressly agreed that by signing this Guarantee, the Guarantor is prohibited, as a fundamental term of its undertaking, from invoking any nullity, defense, objection, estoppels whatsoever liable to affect the Guaranteed Obligations in order to delay or to avoid the unconditional and immediate performance of this Guarantee and consequently the payment which it is responsible for.
(3) The Beneficiary, will be entitled to deliver by registered letter with acknowledgement of receipt, a payment request notice substantially in the form of the model attached under Schedule 1 of this Guarantee (the “Payment Request Notice”) duly completed and including the amount requested (the “Requested Amount”) under this Guarantee, at any time before the expiration date stipulated in Article 2.2 below.
(4) The payment of the Requested Amount shall be done on first demand, within three (3) French Business Days as from the first presentation of the Payment Request Notice by registered letter with acknowledgement of receipt to the Guarantor sent by the Beneficiary.
(5) If the Guarantor fails to pay any payment which is payable by it under the terms of this Guarantee on its due date, it will owe the Beneficiary interest on arrears, which will apply to the unpaid amount from its due date, up to the date of actual payment at a rate of EONIA plus three (3) percent, it being specified that there shall be no double counting with the default interest payable by the Borrower under the Loan Agreement. A...
Guaranteed Amount. Such amendment shall not require the written consent of the Guarantor or any holder and shall be deemed to have been automatically consented to by the Guarantor and each holder. The Guarantor agrees that the Guaranteed Obligations may at any time exceed the Maximum Guaranteed Amount without affecting or impairing the obligation of the Guarantor. “Maximum Guaranteed Amount” means as of the date of determination with respect to the Guarantor, the lesser of (a) the amount of the Guaranteed Obligations outstanding on such date and (b) the maximum amount that would not render the Guarantor’s liability under this Guarantee Agreement subject to avoidance under Section 548 of the United States Bankruptcy Code (or any successor provision) or any comparable provision of applicable state law.
Guaranteed Amount. As additional consideration for the services and obligations of Distributor under this Agreement, TMC guarantees that in each twelve month period (or portion thereof) during the term of this Agreement, beginning on October 1, 2007, Distributor will earn, in addition to the Monthly Management Fee, an amount equal to the greater of (A) [**] multiplied by Distributor’s Product sales for the applicable twelve month period (or portion thereof), measured at then current WAC (the “Guaranteed Amount”), and (B) [**]; provided that (i) for the sole purpose of calculating the Guaranteed Amount, WAC shall be no less than the WAC in effect on the Effective Date, and (ii) the Incremental Margin shall not include any margin associated with special programs or Product inventory supplied to Distributor at a discount that is passed to the Distributor’s customers. In the event that the Incremental Margin is less the Guaranteed Amount for the applicable twelve month period (or portion thereof), Distributor will invoice TMC for the amount of the deficiency within 30 days following the end of such period, and TMC shall pay the invoiced deficiency to Distributor within 30 days after the date of the invoice. The Guaranteed Amount shall be renegotiated on an annual basis, effective October 1, 2008.
Guaranteed Amount. The total amount which may be recovered from the Guarantor under this Agreement and the other Finance Documents shall not exceed the then Guaranteed Amount."
Guaranteed Amount. The Guaranteed Amount for each period during the Term is set out in the following table.
Guaranteed Amount. If Executive is the Chief Executive Officer of the Company on September 30, 2005, the Company shall pay Executive on November 15, 2005 the amount by which the aggregate of the Basic Salary paid through September 30, 2005, plus the Bonus paid through November 15, 2005, is less than $2,000,000 (the “Guaranteed Amount”). The Guaranteed Amount shall be paid in cash unless the Committee determines in good faith that the payment of the Guaranteed Amount in cash (i) would render the Company insolvent, or (ii) leave the Company unable to meet its obligation as they accrue, or (iii) would violate the provisions of an agreement to which the Company is a party which had been approved by Executive, in which event the Guaranteed Amount shall be paid in the form of shares of common stock of the Company valued at Fair Market Value by the Committee, or in the event such form of payment is deemed by the Committee, in good faith, to be unavailable or not desirable, then in the form of five year subordinated notes with an interest rate equal to the prime or base rate of interest charged by banks with their main offices located in the City of New York, as reported in the Wall Street Journal or a similar publication, such notes to provide that all principal and interest thereon shall be paid at maturity.
Guaranteed Amount. [Insert Name of Bank], being the Guarantee issuing bank (hereinafter referred to as the “Guarantor Bank”) understands that the following parties have entered into an agreement entitled the “Management Contract” dated [●], 2023 (hereinafter referred to as the “Management Contract”) for the management and operation of Technical and Training Center / Hub TVET Institute in the Province of Balochistan under the public private partnership Concessionaire mode:
Guaranteed Amount. Irrespective of Section 2.5.1 but subject to Section 9 and Section 11.12, Seller shall be entitled to a minimum payment equal to the Start-up Costs actually paid by Seller in accordance with Section 2.2 (the “Guaranteed Payment Amount”) as and when payable as follows:
a) If the aggregate Earnout Amount paid to Seller hereunder on or prior to the date on which the Earnout Amount is finally determined in accordance with Section 2.5.4 and, if applicable, paid in accordance with Section 2.5.5 for the fiscal year ending 31 December 2022 (the “2022 Earnout Payment Date”) is less than the lesser of (x) USD $3,600,000 (in words: three million six hundred thousand U.S. dollars) or (y) the amount of Start-Up Costs actually paid by Seller in accordance with Section 2.2 (the “2022 Start-Up Cost Amount”), Purchaser shall pay or cause to be paid to Seller within five (5) Business Days of the 2022 Earnout Payment Date an amount equal to the 2022 Start-Up Cost Amount minus (ii) the aggregate Earnout Amount paid to Seller hereunder on or prior to the 2022 Earnout Payment Date (the “2022 Guaranteed Payment Amount”);
b) If the sum of (x) the aggregate Earnout Amount paid to Seller hereunder on or prior to the date on which the Earnout Amount is finally calculated in accordance with Section 2.5.4 and, if applicable, paid in accordance with Section 2.5.5 for the fiscal year ending 31 December 2023 (the “2023 Earnout Payment Date”) and (y) the 2022 Guaranteed Payment Amount is less than an amount equal to the Guaranteed Payment Amount, Purchaser shall pay or cause to be paid to Seller within five (5) Business Days of the 2023 Earnout Payment Date an amount equal to the sum of (i) the Guaranteed Payment Amount minus (ii) the sum of (A) the aggregate Earnout Amount paid to Seller hereunder on or prior to the 2023 Earnout Payment Date plus (B) the 2022 Guaranteed Payment Amount.
c) In no event shall the Guaranteed Payment Amount exceed the amount of the Start-up Costs actually paid by Seller in accordance with Section 2.2.
Guaranteed Amount. The Vendor further guaranteed that if there is any changes in the rental arrangement (related to Shining Bright or directly or indirectly controlled by the Vendor) currently adopted during the 1st
Guaranteed Amount. (a) Notwithstanding any other provision of this Article VIII, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations under this Article VIII shall not be subject to avoidance under Section 548 of the Bankruptcy Code or to being set aside or annulled under any applicable state law relating to fraud on creditors. In determining the limitations, if any, on the amount of any Guarantor's obligations hereunder pursuant to the preceding sentence, any rights of subrogation or contribution which such Guarantor may have under this Article VIII or applicable law shall be taken into account.
(b) Notwithstanding any provision in this Agreement to the contrary, each Loan Party agrees that any Intercompany Indebtedness of any Guarantor shall be subordinated in right of payment to the Obligations of such Guarantor under this Guaranty and the other Loan Documents to the Lenders.