Guaranteed Amounts Sample Clauses

Guaranteed Amounts. Guarantor unconditionally and irrevocably guarantees the prompt and complete payment of all amounts that Customer now or hereafter owes pursuant to the ISO Tariff, the Financial Assurance Policy, the ISO New England Billing Policy, the NEPOOL Agreement, the Participants Agreement and any other agreements, whether now existing or hereafter arising, between Customer and either the ISO or the NEPOOL Participants, as those tariffs, policies and agreements may be amended from time to time (collectively referred to as “the Agreements”); provided, however, that the aggregate amount guaranteed by Guarantor under this Guaranty shall not exceed $[ ].
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Guaranteed Amounts. For purposes of this Agreement and the other Loan Documents, the amount of any Guarantee or other contingent liability, to the extent constituting Indebtedness or an Investment shall be (i) determined in accordance with GAAP, in the case of any such Guarantee or other contingent liability related to Indebtedness or other obligations of AECOM Capital (or Subsidiaries of, or Joint Ventures formed by, AECOM Capital) in connection with projects of AECOM Capital (or Subsidiaries of, or Joint Ventures formed by, AECOM Capital) and (ii) deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person or entity in good faith, in the case of any such Guarantee or other contingent liability not described in clause (i) of this paragraph. For the avoidance of doubt, the stated or determinable amount of any undrawn revolving facility shall be zero.
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Guaranteed Amounts. Guarantor hereby absolutely, unconditionally, and irrevocably guarantees, as primary obligor and not merely as a surety, the prompt and complete payment when and as due hereunder of all of the Guaranteed Obligations (as defined below). This Guaranty covers the Guaranteed Obligations presently existing and hereafter arising. Without limiting the generality of the foregoing, Guarantor's liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by Market Participant under or in respect of the Guaranteed Agreements but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization, insolvency or similar proceeding involving Market Participant. The guaranty of Guarantor as set forth in this Section 1 is a continuing guaranty of payment and not a guaranty of collection. Guarantor further agrees that all or part of the Guaranteed Obligations may be increased, extended, substituted, amended, renewed, or otherwise modified from time to time without notice to or consent from Guarantor and such actions shall not affect the liability of Guarantor hereunder. For greater certainty, Guarantor’s obligations and liability under this Guaranty shall be limited to payment and/or monetary obligations only and Guarantor shall have no obligation to otherwise perform under the Guaranteed Agreements, including, without limitation, to sell, deliver, supply or transport electricity or any other commodity.
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Guaranteed Amounts. In this Agreement, a Guarantee will be deemed to be in an amount equal to the amount of the Debt relating to which the Guarantee is given, unless the Guarantee is limited to a determinable amount, in which case the amount of the Guarantee will be deemed to be the lesser of the amount of the Debt relating to which the Guarantee is given and that determinable amount.
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Guaranteed Amounts. Guarantor unconditionally and irrevocably guarantees the prompt and complete payment of all amounts that Customer now or hereafter owes pursuant to the OATT, Services Tariff, and any agreements, whether now existing or hereafter arising, between Customer and the NYISO, as those tariffs and agreements may be amended from time to time (collectively referred to as “the Agreements”).
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Guaranteed Amounts. Notwithstanding anything herein to the contrary, (a) the obligation of Holdings to deposit any amounts into the Controlled Account in respect of the Guaranteed Amounts pursuant to Section 2.02(a)(i) will be subject to the satisfaction, on or prior to the date of each such deposit, of the condition that Marine shall have caused each certificate contemplated by the last sentence of Section 4.01 to have been delivered to Holdings and (b) if such condition is not satisfied with respect to any such amounts, Holdings shall not be obligated to deposit such amounts into the Controlled Account but shall instead have the right to retain such amounts for purposes of paying the Guaranteed Amounts and repay such amounts to the applicable payees, and Marine shall reasonably cooperate with Holdings to make arrangements satisfactory to Holdings for the payment of such Guaranteed Amounts.
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Guaranteed Amounts. An amount agreed to by County and Architect pursuant to Paragraph 5.1.2, above, as a Fixed Fee or Maximum Hourly Fee represents the County’s maximum liability to Architect for the complete performance by Architect and its Subconsultants of the Basic Services or portion of Basic Services covered by such Basic Services Fees. Subject only to Architect’s rights under Section 5.2 below, any fees, costs or expenses, of any kind, incurred by Architect or a Subconsultant, for performance of Basic Services or a portion of Basic Services for which a Fixed Fee or Maximum Hourly Fee has been agreed to in Paragraph 5.1.2, above, that if charged to County would exceed the amount of such Fixed Fee or Maximum Hourly Fee shall be deemed incurred at Architect’s Own Expense.
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Guaranteed Amounts. (i) At the Closing, Buyer shall pay Seller the sum of $10,000,000 in immediately available funds by wire transfer to an account(s) designated by Seller. (ii) At the Closing, ORC shall deliver the following stock options (the "Stock Options"): (A) to Xxxx and Xxxxx jointly, options to purchase 200,000 shares of Common Stock of ORC at an exercise price of $3.75 per share. the stock options shall be in the form of Stock Option attached hereto as Exhibit "C", shall expire on the seventh anniversary of the Closing, and shall be redeemable on the second anniversary of the Closing for the amount of $1,000,000 and; (B) to Xxxxxx and Xxxxx jointly, options to purchase 200,000 shares of Common Stock of ORC at an exercise price of $3.75 per share. The stock options shall be in the form of Stock Option attached hereto as Exhibit "C", shall expire on the seventh anniversary of the Closing, and shall be redeemable on the second anniversary of the Closing for the amount of $1,000,000.
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Related to Guaranteed Amounts

  • Prior Payment of Guaranteed Obligations In any proceeding under any Bankruptcy Law relating to any other Loan Party, each Guarantor agrees that the Secured Parties shall be entitled to receive payment in full in cash of all Guaranteed Obligations (including all interest and expenses accruing after the commencement of a proceeding under any Bankruptcy Law, whether or not constituting an allowed claim in such proceeding (“Post Petition Interest”)) before such Guarantor receives payment of any Subordinated Obligations.

  • Guaranteed Indebtedness No Credit Party shall create, incur, assume or permit to exist any Guaranteed Indebtedness except (a) by endorsement of instruments or items of payment for deposit to the general account of any Credit Party, and (b) for Guaranteed Indebtedness incurred for the benefit of any other Credit Party if the primary obligation is expressly permitted by this Agreement.

  • Definition of Guaranteed Obligations As used herein, the term “Guaranteed Obligations” means:

  • Guaranteed Obligations The Guarantor, in consideration of the execution and delivery of the Note Purchase Agreement and the purchase of the Notes by the Purchasers, hereby irrevocably, unconditionally and absolutely guarantees, on a continuing basis, to each Noteholder as and for the Guarantor’s own debt, until final and indefeasible payment of the amounts referred to in clause (a) below has been made: (a) the due and punctual payment by the Company of the principal of, and the Make-Whole Amount (if any) and interest on, the Notes at any time outstanding and the due and punctual payment of all other amounts payable, and all other Indebtedness owing, by the Company to the Noteholders under the Note Purchase Agreement and the Notes (including, without limitation, any monetary obligations incurred during the pendency of any bankruptcy, insolvency, winding-up, receivership or other similar proceeding regardless of whether allowed or allowable in such proceeding including, without limitation, interest accrued on the Notes during any such proceeding), in each case when and as the same shall become due and payable, whether at maturity, pursuant to mandatory or optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof; it being the intent of the Guarantor that the guarantee set forth herein shall be a continuing guarantee of payment and not a guarantee of collection; and (b) the punctual and faithful performance, keeping, observance, and fulfillment by the Company of all duties, agreements, covenants and obligations of the Company contained in the Note Purchase Agreement and the Notes. All of the obligations set forth in clause (a) and clause (b) of this Section 2.1 are referred to herein as the “Guaranteed Obligations.”

  • Guaranteed Maximum Costs The City’s payment obligation to Contractor cannot at any time exceed the amount certified by City’s Controller for the purpose and period stated in such certification. Absent an authorized Emergency per the City Charter or applicable Code, no City representative is authorized to offer or promise, nor is the City required to honor, any offered or promised payments to Contractor under this Agreement in excess of the certified maximum amount without the Controller having first certified the additional promised amount and the Parties having modified this Agreement as provided in Section 11.5, “Modification of this Agreement.”

  • Guaranteed Pension Plans Each contribution required to be made to a Guaranteed Pension Plan, whether required to be made to avoid the incurrence of an accumulated funding deficiency, the notice or lien provisions of §302(f) of ERISA, or otherwise, has been timely made. No waiver of an accumulated funding deficiency or extension of amortization periods has been received with respect to any Guaranteed Pension Plan, and neither the Borrower nor any ERISA Affiliate is obligated to or has posted security in connection with an amendment to a Guaranteed Pension Plan pursuant to §307 of ERISA or §401(a)(29) of the Code. No liability to the PBGC (other than required insurance premiums, all of which have been paid) has been incurred by the Borrower or any ERISA Affiliate with respect to any Guaranteed Pension Plan and there has not been any ERISA Reportable Event (other than an ERISA Reportable Event as to which the requirement of 30 days notice has been waived), or any other event or condition which presents a material risk of termination of any Guaranteed Pension Plan by the PBGC. Based on the latest valuation of each Guaranteed Pension Plan (which in each case occurred within twelve months of the date of this representation), and on the actuarial methods and assumptions employed for that valuation, the aggregate benefit liabilities of all such Guaranteed Pension Plans within the meaning of §4001 of ERISA did not exceed the aggregate value of the assets of all such Guaranteed Pension Plans, disregarding for this purpose the benefit liabilities and assets of any Guaranteed Pension Plan with assets in excess of benefit liabilities.

  • No Guaranteed Work Work authorizations are issued at the discretion of the State. While it is the State's intent to issue work authorizations hereunder, the Engineer shall have no cause of action conditioned upon the lack or number of work authorizations issued.

  • Limitation on Guaranteed Obligations Each Guarantor and each Secured Creditor (by its acceptance of the benefits of this Guaranty) hereby confirms that it is its intention that this Guaranty not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act of any similar Federal or state law. To effectuate the foregoing intention, each Guarantor and each Secured Creditor (by its acceptance of the benefits of this Guaranty) hereby irrevocably agrees that the Guaranteed Obligations guaranteed by such Guarantor shall be limited to such amount as will, after giving effect to such maximum amount and all other (contingent or otherwise) liabilities of such Guarantor that are relevant under such laws and after giving effect to any rights to contribution pursuant to any agreement providing for an equitable contribution among such Guarantor and the other Guarantors, result in the Guaranteed Obligations of such Guarantor in respect of such maximum amount not constituting a fraudulent transfer or conveyance.

  • Obligations Guaranteed Subject to the provisions of this Article 2, the Guarantor hereby unconditionally guarantees (a) to each Holder of a Security authenticated and delivered by the Trustee or Authenticating Agent, (i) the full and prompt payment of the principal of, and premium, if any, and interest on, and any Redemption Price with respect to, such Security, when, where and as the same shall become due and payable, whether at the stated maturity thereof, by acceleration, call for redemption or otherwise in accordance with the terms of such Security and the Indenture and (ii) the full and prompt payment of interest on the overdue principal and interest, if any, on such Security, at the rate specified in such Security and to the extent lawful and (b) to the Trustee the full and prompt payment upon written demand therefor of all amounts due to it in accordance with the terms of the Indenture (collectively the “Guaranteed Obligation”). If for any reason the Company shall fail punctually to pay any such Guaranteed Obligation, the Guarantor hereby agrees to cause any such Guaranteed Obligation to be made punctually when, where and as the same shall become due and payable, whether at the stated maturity thereof, by acceleration, call for redemption or otherwise. All payments by the Guarantor hereunder shall be paid in lawful money of the United States of America. This Guarantee is unsecured and ranks equally in right of payment with all of the Guarantor’s existing and future senior indebtedness.

  • Guarantee The Guarantor irrevocably and unconditionally agrees to pay in full to the Holders the Guarantee Payments (without duplication of amounts theretofore paid by the Issuer), as and when due, regardless of any defense, right of set-off or counterclaim that the Issuer may have or assert. The Guarantor's obligation to make a Guarantee Payment may be satisfied by direct payment of the required amounts by the Guarantor to the Holders or by causing the Issuer to pay such amounts to the Holders.

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