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. 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. CHT REIT’s liability under this Agreement shall be limited to the sum of (a) the then current outstanding principal balance of the Mezzanine Loan together with any accrued and unpaid interest thereon and any exit fee imposed by Mezzanine Lender, and (b) all costs and expenses of Lender (including, but not limited to, attorneys’ fees and expenses) related to the enforcement of this Agreement and collection of the sum described in clause (a) above (the sum of the amounts described in clauses (a) and (b) herein referred to as the “Guaranteed Amount”). Notwithstanding anything to the contrary contained herein, to the extent that at any time hereafter there are then funds in the Capital Raise Account, including, without limitation, funds deposited therein and interest earned thereon (collectively, the “Deposited Funds”) and either (i) (A) a Mezzanine Repayment Failure has occurred, and (B) Lender elects to deliver an Access Termination Notice and Disposition Instructions to Xxxxx Fargo causing the Deposited Funds (less the $5,000.00 minimum balance required by the Deposit Agreement) to be paid to Mezzanine Lender and applied against the amounts then due and owing under the Mezzanine Loan, or (ii) a Mezzanine Event of Default has occurred and Lender elects or is required in accordance with the terms hereof to deliver to Xxxxx Fargo an Access Termination Notice and Disposition Instructions causing the Deposited Funds (less the $5,000.00 minimum balance required by the Deposit Agreement) to be paid to Mezzanine Lender and applied against the amounts then due and owing under the Mezzanine Loan, then Lender agrees that the portion of the Guaranteed Amount described in clause (a) above shall be reduced by the amount of the Deposited Funds actually paid to Mezzanine Lender. It is hereby acknowledged and agreed that any and all of the Guaranteed Amount described in clause (a) herein that is paid by CHT REIT to Lender shall be immediately paid by Lender to the Mezzanine Lender in accordance with Paragraph 2 of this Agreement for application by Mezzanine Lender towards the Mezzanine Loan.
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 Angiomax 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
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. [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. (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.
Guaranteed Amount. Fifteen Million Dollars ($15,000,000.00).
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. Pursuant to the provisions of the Master Agreement, HVOI has heretofore advanced the sum of One Million and No/100 Dollars ($1,000,000.00) to KWVC (the “Initial Advance”) against KWYC’s Profit Participation set forth in Section 10.02 of the Master Agreement for the five (5) year period commencing on September 20, 1996 and expiring on September 19, 2001. All amounts paid to KWVC pursuant to Section 6A.1 shall be applied in accordance with the provisions of Section 10.03 of the Master Agreement towards the “Guaranteed Amount” (as defined in the Master Agreement): All Profit Participation hereunder shall be subject to the deductions therefrom set forth in Section 10:03 of the Master Agreement. Notwithstanding anything set forth herein to the contrary, in the event of any breach by Rxxxxx X. Xxxxxxxxxx, a shareholder of Key West Vacation Company, of any provision of Section 8 or 9 of the Consulting Agreement, KWVC shall no longer be entitled to receive any further Profit Participation hereunder and the provisions of Section 1.3 of the Master Agreement shall govern any potential remittance by KWVC or Key West Vacation Company of Profit Participation theretofore received. For all purposes of the Master Agreement, amounts received by KWVC hereunder shall be deemed to have been received by Key West Vacation Company thereunder.
