Guaranteed Return Sample Clauses

Guaranteed Return. (A) If the aggregate cash return actually received by the Holder on the Warrant Shares of the Company over the Value of the Warrant calculated based on the formula below (the “Actual Return”) under this Warrant is less than the minimum return that the Holder is guaranteed to receive up to 58 months from the Date of Drawdown, which shall be calculated based on the formula below (the “Minimum Return”), the Company shall cause the Key Founder and/or the Domestic Company to compensate the Holder in cash for the difference between the Actual Return and the Minimum Return within thirty (30) days upon the Holder’s written request, (1) Formula: Actual Return = C Minimum Return = (V×18%×N2)-(V×12%×N1) Where,
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Guaranteed Return. FUND ACCOUNTS 6 Definition of Guaranteed Return Fund (GRF) Account and GRF Account Accumulation Value. Maturity of amounts in a GRF Account. GRF Accounts Maximum. Market Value Adjustment.
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Guaranteed Return. In the event that by the Anniversary Date, the Holder shall not have received the minimum Guaranteed Return specified in Section 4.8 of this Note.
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Guaranteed Return. A. JNA hereby warrants by way of financial accom- modation to the Debtors that, in consideration of the right to act as agent for the Debtors in the sale of the Merchandise, JNA, regardless of the Proceeds realized therefrom shall guarantee to the Debtors that the Debtors shall receive an aggregate amount equal to twenty-two percent (22%) of the Retail Value (hereafter referred to as the "Guaranteed Return"). As security for the performance of its obligations in respect of the Guaranteed Return, JNA shall, within seventy-two (72) hours after entry of the Approval Order provide to the Debtors an irrevocable, absolute, standby letter of credit issued by Xxxxx Fargo Bank, N.A., Chemical Bank, or another bank(s) or financial institution(s) acceptable to the Debtors (the "Issuing Bank") in an aggregate amount equal to the product of (a) twenty-two percent (22%) and (b) of the sum of (i) the aggregate Gross Rings from the Stores during the period from the Sale Commencement Date to the date of the entry of the Approval Order and (ii) eighty percent (80%) of the book value of the Merchandise remaining on hand on the date of entry of the Approval Order. Within twenty- four (24) hours after completion and receipt of a final certification of the Inventory, JNA shall cause the aggregate amount of such letter of credit to be amended so that it then equals the Guaranteed Return, less 67% of the Proceeds realized from the Sale from the Sale Commencement Date to the date immediately preceding the amendment of the letter of credit. In either case the letter of credit shall: (1) be presentable on or after April 20, 1996; (2)expire if not presented on or before May 31, 1996; (3)be presentable only at an office of the Issuing Bank in St. Louis, Missouri or New York, New York; (4)be subject to the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 and governed and construed under the laws of the State of New York or California;
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Guaranteed Return. In the event that Merchant elects the ----------------- option set forth in Section 15.1 above, but does not provide Agent with the written request within the time period specified in Section 15.1 above, following Agent's full inspection of the FF&E (whether located in the Stores, stockrooms, Warehouses or offices or otherwise), Agent will provide Merchant, with a written offer to sell the FF&E with a guaranteed return to Merchant specified therein.
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Guaranteed Return. (a) The Purchaser shall be entitled ------------------ to receive, and the Seller hereby guarantees that the Purchaser shall receive, from the Collections on the Purchased Receivables, the Guaranteed Return. On a monthly or, at Purchaser's option, more frequent basis, Purchaser shall issue to the Seller, on the first Business Day of each month during the Facility Period, a monthly invoice setting forth the Investment Return due and payable for the preceding month with respect to the Outstanding Receivable Investment, which shall be deducted from the amounts in the Receivable Collection Account. The Seller's Residual Receivable Interests in the Purchased Receivables, evidenced by the Residual Ownership Certificate, shall be subordinate to the Purchaser's rights to receive the Guaranteed Return on the Purchased Receivables. The Seller's Residual Ownership Interest along with certain of the Seller's other tangible and intangible assets (including, but not limited to, Seller's unsold Receivables) shall serve as collateral security for the Purchaser's receipt of the Guaranteed Return and Seller's substitution and repurchase obligations as set forth in Section 4.1 hereof. On the Effective Date, the Seller shall deliver the Residual Ownership Certificate and the Assignment of the Seller's Residual Ownership Interest in the Purchased Receivables and of all of the Seller's rights, title and interest in and to the other Receivables. In addition, on the Effective Date, the Seller shall deliver to the Purchaser a UCC-1 financing statement, substantially in the form of Exhibit D hereto, evidencing the Seller's security interest in and pledge of the Residual Ownership Certificate, the Residual Ownership Interest, the other unsold Receivables and the other Collateral (as defined in Section 4.3 hereof) to the Purchaser as collateral security for the unpaid portion of the Guaranteed Return and the Seller's substitution and repurchase and indemnity obligations hereunder. The Seller shall be entitled to the return of the Residual Ownership Certificate and the reassignment of the Seller's Residual Receivable Interest in the Purchased Receivables and the other Receivables and the release of the Purchaser's security interest in and lien on the other Collateral upon the later of: (i) the Termination Date; or (ii) the date the Purchaser has received its Guaranteed Return (or the unpaid portion thereof) and its Outstanding Receivable Investment has been reduced to zero. (b) Upon a...
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Guaranteed Return. (a) If after the completion of an IPO, the Internal Rate of Return (“IRR”) of the Holder exercising the Conversion Rights (the “Exercising Holder”) over the Unpaid Amount that the Exercising Holder has elected to be converted into the Ordinary Shares of the Payor (“Elected Amount”, which does not include the Non-conversion Amount) upon the occurrence of Exit is below 25%, Key Founder shall compensate the Exercising Holder in cash until and only to the extent that the aggregate proceeds received by Exercising Holder upon the occurrence of Exit (including the proceeds received by Exercising Holder by sale of the equity interests in the Payor held by the Exercising Holder in the market) reach the less of (i) an amount reflecting an IRR of 25% over the Elected Amount as of the occurrence of Exit; or (ii) 3.052 times the Elected Amount, provided however that in the event (i) after the expiration of any lock-up period applicable to the shares or equity security held by the Holder, the daily volume weighted average trading price per share (or in the event of any shares represented by ADSs or ADRs, the per share price derived by dividing the price of such ADSs or ADRs by the number of shares that such ADSs or ADRs represent) that the Holder holds in the Payor is not less than the per share price calculated pursuant to the formula below (such price, the “Qualified Stock Price”) for thirty (30) consecutive trading days of the Company on each and any of such day, and (ii) the daily turnover rate of the Company’s shares during such consecutive thirty (30) trading days is above 5‰ on each and any of such day, then neither the Key Founder nor his Holding Company shall have any payment obligation with respect to such guaranteed return under this Clause 12: Where, For the avoidance of doubt, daily turnover rate shall be calculated pursuant to the following formula: (l) Section 12(c) of the Schedule B to the Note shall be deleted in its entirety and replaced by the following:
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Guaranteed Return. Pursuant to the MOA, it is proposed that the Company will be entitled to the Guaranteed Return provided by CMA CGM which will be determined in accordance with terms of the MOA and further set out in the Formal Agreements.
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Guaranteed Return. 5.1 The Vendor hereby agrees and undertakes to, as from the date of Completion of the Share Purchase Agreement to the end of the three (3) calendar years thereafter (i.e. [14] September 2007), guarantee and procure a return at the annual rate of 14.5% on the amount of the Purchase Consideration, being a sum of US$2,734,963 for each such calendar year. 5.2 The guaranteed return under clause 5.1 above shall be paid by the Vendor to the Purchaser on a half-yearly basis with a sum of HK$1,367,481.50 ("HALF-YEARLY GUARANTEED RETURN") payable at the end of each six (6) month period from the date of Completion of the Agreement (i.e. on [14] March and [14] September of each year) in immediately available funds by depositing such amount to a bank account to be designated by the Purchaser from time to time, until and unless any of the Options is exercised and completed, in which case clause 5.4 below will apply. 5.3 In the event that the Vendor fails to pay any of the Half-yearly Guaranteed Return due at the end of any such six (6) month period in accordance with clause 5.1 above, the number of Option Shares shall be reduced by 529,827 shares upon each time of such failure (and if such Half-yearly Guaranteed Return is paid only in part, the number of Option Shares shall be reduced on a basis pro rata to the ratio of the unpaid amount as against the amount of the Half-yearly Guaranteed Return). 5.4 In the event that completion of an exercise of an Option has taken place in accordance with Clause 4, the Half-yearly Guaranteed Return shall cease to accrue from the date of such Option Date on which completion takes place and the Half-yearly Guaranteed Return shall be calculated on a pro rata basis (based on the days elapsed until such Option Date and on a 365 day year basis). Such pro rata amount of the Half-yearly Guaranteed Return shall be payable by the Vendor to the Purchaser simultaneously with completion of the exercise of the relevant Option in a manner to be specified by the Purchaser.
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Related to Guaranteed Return

  • 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 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.”

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

  • Contribution with Respect to Guaranteed Obligations (A) To the extent that any Guarantor shall make a payment under this Guaranty (a “Guarantor Payment”) which, taking into account all other Guarantor Payments then previously or concurrently made by any other Guarantor, exceeds the amount which otherwise would have been paid by or attributable to such Guarantor if each Guarantor had paid the aggregate Guaranteed Obligations satisfied by such Guarantor Payment in the same proportion as such Guarantor’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Guarantors as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Guaranteed Obligations and termination of the Credit Agreement, the Swap Agreements and the Banking Services Agreements, such Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Guarantor for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. (B) As of any date of determination, the “Allocable Amount” of any Guarantor shall be equal to the excess of the fair saleable value of the property of such Guarantor over the total liabilities of such Guarantor (including the maximum amount reasonably expected to become due in respect of contingent liabilities, calculated, without duplication, assuming each other Guarantor that is also liable for such contingent liability pays its ratable share thereof), giving effect to all payments made by other Guarantors as of such date in a manner to maximize the amount of such contributions. (C) This Section 8 is intended only to define the relative rights of the Guarantors, and nothing set forth in this Section 8 is intended to or shall impair the obligations of the Guarantors, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Guaranty. (D) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Guarantor or Guarantors to which such contribution and indemnification is owing. (E) The rights of the indemnifying Guarantors against other Guarantors under this Section 8 shall be exercisable upon the full and indefeasible payment of the Guaranteed Obligations in cash and the termination of the Credit Agreement, the Swap Agreements and the Banking Services Agreements.

  • 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.

  • 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.

  • Guaranteed Obligations Not Reduced by Offset The Guaranteed Obligations and the liabilities and obligations of Guarantor to Lender hereunder, shall not be reduced, discharged or released because or by reason of any existing or future offset, claim or defense of Borrower, or any other party, against Lender or against payment of the Guaranteed Obligations, whether such offset, claim or defense arises in connection with the Guaranteed Obligations (or the transactions creating the Guaranteed Obligations) or otherwise.

  • 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.

  • 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 Maximum Price The total monies payable to Developer under the terms and conditions of the Contract Documents.

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