Guarantees and Securities Sample Clauses

Guarantees and Securities. (i) No guarantees or patronage letters or other securities have been granted or created by third parties (including the Seller) for the benefit of Next Metrology. (ii) Next Metrology has issued or granted no guarantees or patronage letters and/or created securities in favor of any third party including the Seller. (iii) There are no off balance-sheet items in the books and records of Next Metrology.
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Guarantees and Securities. Any advance payment by the PEA is conditional upon the Contractor submitting an advance payment guarantee for the same amount under terms accepted by the PEA and should not exceed twenty (20) percent of the Contract amount. The PEA may, however, in agreement with KfW, decide to waive this condition depending on the nature or the volume of the Contract and, subject to this being specified in the Tender Documents. A bid security, a performance security and a retention money security in accordance with the usual business practice of the particular sector are generally required in the case of Works, Plant, Goods and Non-Consulting Services Contracts but generally not in the case of Consulting Services Contracts (details and specimen see Appendix 7 and 8).
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Guarantees and Securities. 30.1 As security for the evacuation of the Rental Property, payment of all payments imposed on the Lessee, and fulfillment of all other obligations hereunder, including payment of agreed and/or not agreed compensation, the Lessee shall submit to the Lessor, upon conclusion hereof, and according to the Lessor’s written permit, no later than seven days following the conclusion hereof, as main and fundamental obligation of the Lessee, the following securities: 30.1.1 Autonomous bank guarantee for NIS 100,000 to the benefit of the Lessor, adjusted to the Cost Of Living index, valid until 90 days after termination of the Lease.
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Guarantees and Securities. 13.1 As collateral against each advance payment of 20%, the CONTRACTOR shall present CPSAA with one or several Performance Bonds issued by a first-rate banking institution that is authorized by the SBS (Superintendencia de Banca y Seguros y AFP [Superintendency of Banking, Insurance and Private Pension Funds]), which are joint and several, irrevocable, without benefit of discussion, unconditional, automatically enforceable and automatically convertible into cash, to the satisfaction of CPSAA, for an amount equal to the advance payment received in accordance with Section 7.1 herein, and for a term of six months, renewable with deduction of the repaid amount, until the advance payment is made in full. 13.2 In order to guarantee Proper Execution of the AGREEMENT upon being signed, the CONTRACTOR shall present a Performance Bond issued in favor of CPSAA by a first-rate banking institution that is authorized by SBS, which is joint and several, irrevocable, without benefit of discussion, unconditional, automatically enforceable and automatically convertible into cash, to the satisfaction of CPSAA, for S/. 28,346,634.48 (twenty eight million, three hundred forty six thousand, six hundred thirty four and 48/100 Soles), which is equivalent to 10% of the reference value of the AGREEMENT, as indicated in Section 6.1 above, for a period up until Final Acceptance. Said Performance Bond shall be updated upon obtaining the Maximum Value of the Agreement. 13.3 The aforementioned Performance Bond may be executed when the CONTRACTOR fails to rectify the defective execution that is verifiably attributable to the CONTRACTOR, up to the amount required to correct the defect. CPSAA shall notify the CONTRACTOR regarding the defect, in writing, and if the CONTRACTOR has not responded accordingly within a reasonable period agreed between the Parties, which shall not exceed thirty (30) Days, CPSAA may execute the bond for the amount required to correct the defects in order to repair them itself, notwithstanding the filing of corresponding legal actions. 13.4 In order to guarantee Proper Execution of the AGREEMENT, the CONTRACTOR shall present a Performance Bond issued in favor of CPSAA by a first-rate banking institution that is authorized by SBS, which is joint and several, irrevocable, without benefit of discussion, unconditional, automatically enforceable and automatically convertible into cash, to the satisfaction of CPSAA, for an amount equivalent to 5% of the Maximum Value of ...
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Guarantees and Securities. 21.1 To ensure fulfillment of the Lessee's undertakings under this Contract, the Lessee shall deposit with the Lessor's attorney, at the time of signing of the Contract (and in no case any later than the dates prescribed in this matter in the Contract), as a fundamental condition under the Contract, the following guarantees and securities: 21.1.1 To ensure payment of the Rental Fees and the management fees for the first three (3) months' rental - an index-linked, unconditional bank guarantee for the entire period up to the Delivery Date, plus a further 30 days from the Delivery Date, in an amount equal to the Rental Fees and the management fees for the first three (3) months of the Rental Period (to this end, the management fees will be calculated according to an amount in NIS that is equal to $4 at the Representative Exchange Rate per each 1.00 sq.m. of the area of the Rented Premises); Such guarantee shall be given to the Lessor at the time of signing of the Contract and shall be returned to the Lessee within seven (7) days from the date of actual payment of the Rental Fees for the first three (3) months as aforesaid, at the time and against delivery of the securities and guarantees set forth in paras. 21.1.2-21.1.3 below. 21.1.2 To ensure fulfillment of the Lessee's undertakings after the Delivery Date - an index-linked, unconditional bank guarantee for the duration of the entire Rental Period and for a further 60 days from the Termination Date of the Rental Period, in an amount equal to the Rental Fees and the management fees for the first six (6) months of the Rental Period (to this end, the management fees will be calculated as provided in para. 21.1.1 above). 21.1.3 A promissory note, non-negotiable and to the order of the Lessor only, in an amount equal to the Rental Fees and the management fees for a period of the first twelve (12) months of the Rental Period (to this end, the management fees will be calculated as provided in para. 21.1.1 above), signed by the Lessee. (Above and hereinafter: the "SECURITIES AND GUARANTEES"). 21.2 All costs relating to the bank guarantees will apply exclusively to the Lessee. 21.3 The Lessee empowers the Lessor's attorney to act for the payment and exercise of the Securities and/or Guarantees or any part thereof, in any case where it is proved to him, to his satisfaction, that the Lessee has breached any of its undertakings pursuant to the Contract or that the Lessor has the right to execute them or to execute any ...
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Guarantees and Securities. 5.1. In order to secure the payment of the loan, the Company shall extend in favor of the Bank the following guarantees and securities: 5.1.1. A first, floating lien, together with Bank Hapoalim, unlimited in sum, over all the property and assets the Company holds at present and shall hold in the future of any type and nature, a first, fixed lien unlimited in sum over the share capital of the Company that has not yet been demanded and/or has been demanded but not yet paid, over the reputation as well as the Company's rights to exemption and/or mitigation and/or discount of taxes in accordance with any law, and a first fixed lien unlimited in sum over all of the securities, Bank Documents and deeds which the Bank holds (hereinafter referred to as the "FLOATING LIEN"). 5.1.2. A first, fixed lien, single or together with Bank Hapoalim only, unlimited in sum, over all of the Company's rights in accordance with the Land Sale agreement. 5.1.3. A fixed lien, unlimited in sum, over all of the Company's rights to the supplies listed in appendix "D", hereby attached. 5.1.4. The Guarantors (as detailed above) shall sign a renewable Guarantee, unlimited in sum, for all of the Company's debts towards the Bank, in the wording accustomed by the Bank. 5.1.5. The Guarantor (as detailed above) shall sign a special Guarantee, for the Second Loan (as detailed above) in the wording accustomed by the Bank. 5.1.6. Rabintex shall create a first lien, unlimited in sum, in favor of the Bank over all of Rabintex's rights to the Land so as to secure al of the Company's debts and obligations towards the Bank. The compensation fees acquired by the realization of this lien, as far as it shall be realized, shall be used to first pay the balance of the Second Loan, and afterwards, the balance of the compensation fees for the realization of the lien in accordance with this bond to off the Company's remaining debts and obligations towards the Bank. This lien shall be revoked subject to the payment of the Second Loan in full and on time. To remove all doubt, it is hereby clarified that the lien over Rabintex's rights to the Land shall not be revoked, rather it be amended, so as to secure the Company's debts and obligations towards the Bank (hereinafter referred to as the "LIEN OVER RABINTEX"S RIGHTS TO THE LAND"). At the time Rabintex's right's to the Land shall be transferred on to the Company, The Lien over Rabintex's Rights to the Land shall be revoked, and the Bank commits to agree to it...
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Guarantees and Securities. 33.1 As a guarantee for the payment of rental fees, the electricity consumption account the municipal taxes, should such not be paid by the Tenant on time, and all the Tenant’s debits pursuant to this agreement, the Tenant will lodge, with the Company, at the time of the signing of this agreement, a check totaling an amount equal to 4 month’s rent together with VAT that will be held in trust at Adv. Xxxxxxx Xxxx Xxxx & Co. (hereinafter: “The Trustee”). The trustee will be entitled to transfer the deposit money in full or in part to the Company in the event that it has been proved to the trustee’s satisfaction that the Tenant breached the contract and did not rectify the breach despite a 14 day warning and the Company will be at liberty to use this money to settle the Tenant’s debts (hereinafter: “The Deposit”). 33.2 Any use of the deposit amount as stipulated above obligates the Company to dispatch a prior written warning notification to the Tenant and only if the Tenant has refrained from settling the debt applicable to the Tenant for a period of 14 days after receipt of the warning by the Tenant, the Company will be entitled to make use of the deposit. In the case the use of the deposit monies to settle the debts of the Tenant, the Tenant will supplement the balance of the deposit that has been realized immediately upon receipt of the notification regarding the realizing of the deposit. 33.3 The deposit monies will be invested by the Trustee in the trust account by means of an annual deposit at the International Bank. 33.4 Upon the termination of the rental period and subject to the completion of the debiting of the Tenant pursuant to this agreement, and insofar as no use has been made of the deposit amount, this amount will be refunded to the Tenant, or the balance amount in the case that use was made of the deposit, to which the interest accrued will be added, less the commission regarding handling the deposit.
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Related to Guarantees and Securities

  • Indenture and Securities The Indenture shall have been duly executed and delivered by a duly authorized officer of the Company and the Trustee, and the Securities shall have been duly executed and delivered by a duly authorized officer of the Company and duly authenticated by the Trustee.

  • Guarantees, etc To endorse or guarantee the payment of any notes or other obligations of any person; to make contracts of guaranty or suretyship, or otherwise assume liability for payment thereof; and to mortgage and pledge the Trust property or any part thereof to secure any of or all such obligations;

  • Indenture and Securities Solely Corporate Obligations No recourse for the payment of the principal of or premium, if any, or interest on any Security, or for any claim based thereon or otherwise in respect thereof, and no recourse under or upon any obligation, covenant or agreement of the Company in this Indenture or in any supplemental indenture or in any Security, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, employee, agent, officer, or director or subsidiary, as such, past, present or future, of the Company or of any successor corporation, either directly or through the Company or any successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that all such liability is hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Indenture and the issue of the Securities.

  • Additional Note Guarantees of the Base Indenture shall be amended and restated in its entirety as follows: “Prior to the occurrence of an Investment Grade Event Election with respect to each series of Notes, if (a) any Wholly-Owned Subsidiary of the Company that is not an Excluded Subsidiary becomes an obligor with respect to any Indebtedness under the Credit Agreement, (b) any Wholly-Owned Subsidiary of the Company that is not an Excluded Subsidiary and that is not an Unrestricted Subsidiary becomes an obligor with respect to any capital markets debt securities in an aggregate principal amount in excess of $500.0 million or (c) Parent or any Subsidiary of Parent acquires or creates a Subsidiary that directly or indirectly owns Capital Stock of the Company, then the Company or Parent, as applicable, will, within 20 Business Days after the date on which it becomes an obligor with respect to any of the foregoing, or reasonably promptly thereafter, (i) cause that newly acquired or created Subsidiary to become a Guarantor of the Notes of this Series and execute a supplemental indenture and (ii), if requested by the Trustee, deliver an Opinion of Counsel reasonably satisfactory to the Trustee. Following the occurrence of an Investment Grade Event Election, with respect to each series of Notes, if the aggregate principal amount of Indebtedness for Borrowed Money of non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding exceeds $2,000.0 million (the “Guarantee Threshold”), then Parent shall cause such of its non-guarantor Subsidiaries that are not Excluded Subsidiaries to, within 60 days, execute and deliver a supplemental indenture providing for a Note Guarantee by such non-guarantor Subsidiaries (each such Note Guarantee, a “Post-Release Event Note Guarantee”) such that the aggregate principal amount of Specified Indebtedness of all other non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding does not exceed the Guarantee Threshold (after giving effect to the provision of Post-Release Event Note Guarantees pursuant to this Section 4.17); provided that (i) this Section 4.17 shall not be applicable to any Specified Indebtedness of any Subsidiary that existed at the time such Person became a Subsidiary of Parent (including any Specified Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Subsidiary, so long as Parent and its Subsidiaries (other than such Person and its Subsidiaries) are not obligors under such Specified Indebtedness), (ii) if the Guarantee Threshold would be exceeded immediately after giving effect to the occurrence of an Investment Grade Event Election, then such Investment Grade Event Election shall be deemed not to have occurred with respect to the release of such Note Guarantees as the Company may designate such that the Guarantee Threshold would not be then exceeded and (iii) a Post-Release Event Note Guarantee shall be released to the extent the Guarantee Threshold would not be exceeded after giving effect to such release.”

  • The Debt Securities Amount Unlimited; Issuable in Series. The aggregate principal amount of Debt Securities which may be authenticated and delivered under this Indenture is unlimited. The Debt Securities may be issued in one or more series. Subject to the last paragraph of this Section, prior to the authentication and delivery of Debt Securities of any series there shall be established by specification in a supplemental indenture or in a Board Resolution, or in an Officer's Certificate pursuant to a supplemental indenture or a Board Resolution:

  • Execution of Debt Securities The Debt Securities shall be signed on behalf of the Partnership by the Chairman of the Board, the President or a Vice President of the General Partner and, if the seal of the General Partner is reproduced thereon, it shall be attested by its Secretary, an Assistant Secretary, a Treasurer or an Assistant Treasurer. Such signatures upon the Debt Securities may be the manual or facsimile signatures of the present or any future such authorized officers and may be imprinted or otherwise reproduced on the Debt Securities. The seal of the General Partner, if any, may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Debt Securities. Only such Debt Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, signed manually by the Trustee, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee upon any Debt Security executed by the General Partner on behalf of the Partnership shall be conclusive evidence that the Debt Security so authenticated has been duly authenticated and delivered hereunder. In case any officer of the General Partner who shall have signed any of the Debt Securities shall cease to be such officer before the Debt Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Partnership, such Debt Securities nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debt Securities had not ceased to be such officer of the General Partner; and any Debt Security may be signed on behalf of the General Partner by such Persons as, at the actual date of the execution of such Debt Security, shall be the proper officers of the General Partner, although at the date of such Debt Security or of the execution of this Indenture any such Person was not such officer.

  • Subsidiary Guarantees Subject to Section 1301, each Subsidiary Guarantor hereby, jointly and severally, fully and unconditionally guarantees to each Holder of a Security authenticated and delivered by the Trustee, the due and punctual payment of the principal of (and premium, if any) and interest on such Security when and as the same shall become due and payable, whether at the Stated Maturity, by acceleration, call for redemption, offer to purchase or otherwise, in accordance with the terms of such Security and of this Indenture, and each Subsidiary Guarantor similarly guarantees to the Trustee the payment of all amounts owing to the Trustee in accordance with the terms of this Indenture. In case of the failure of the Company punctually to make any such payment, each Subsidiary Guarantor hereby, jointly and severally, agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by acceleration, call for redemption, offer to purchase or otherwise, and as if such payment were made by the Company. Each of the Subsidiary Guarantors hereby jointly and severally agrees that its obligations hereunder shall be absolute, unconditional, irrespective of, and shall be unaffected by, the validity, regularity or enforceability of such Security or this Indenture, the absence of any action to enforce the same or any release, amendment, waiver or indulgence granted to the Company or any other guarantor or any consent to departure from any requirement of any other guarantee of all or any of the Securities of such series or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such release, amendment, waiver or indulgence shall, without the consent of such Subsidiary Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or alter the Stated Maturity thereof. Each of the Subsidiary Guarantors hereby waives the benefits of diligence, presentment, demand for payment, any requirement that the Trustee or any of the Holders protect, secure, perfect or insure any security interest in or other lien on any property subject thereto or exhaust any right or take any action against the Company or any other Person or any collateral, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to such Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Subsidiary Guarantee will not be discharged in respect of such Security except by complete performance of the obligations contained in such Security and in such Subsidiary Guarantee. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Securities of a series, to collect interest on the Securities of a series, or to enforce or exercise any other right or remedy with respect to the Securities of a series, such Subsidiary Guarantor agrees to pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. Each Subsidiary Guarantor shall be subrogated to all rights of the Holders of the Securities upon which its Subsidiary Guarantee is endorsed against the Company in respect of any amounts paid by such Subsidiary Guarantor on account of such Security pursuant to the provisions of its Subsidiary Guarantee or this Indenture; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary Guarantor that makes or is required to make any payment in respect of its Subsidiary Guarantee shall be entitled to seek contribution from the other Subsidiary Guarantors to the extent permitted by applicable law; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of contribution until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Securities of a series, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of the Securities, whether as a “voidable preference,” “fraudulent transfer,” or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Securities shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

  • Releases of Guarantees and Liens (a) Notwithstanding anything to the contrary contained herein or in any other Credit Document, the Collateral Agent is hereby irrevocably authorized by each Secured Party (without requirement of notice to or consent of any Secured Party except as expressly required by Section 13.01) to take, and shall take, any action requested by the Borrower having the effect of releasing any Collateral or Guarantee Obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Credit Document or that has been consented to in accordance with Section 13.01 or (ii) under the circumstances described in paragraph (b) below. (b) At such time as (A) (i) the Loans and the other Obligations (other than Unasserted Contingent Obligations) shall have been paid in full and (ii) the Commitments have been terminated or (B) any item of Collateral (including, without limitation, as a result of a Disposition of a Subsidiary that owns Collateral) is subject to a Disposition permitted under this Agreement, such Collateral shall automatically be released from the Liens and security interests created by the Security Documents, and the Security Documents and, with respect to the happening of the event described in clauses (A)(i) and (ii), all obligations (other than those expressly stated to survive such termination) of the Collateral Agent and each Credit Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. (c) Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of property, or to release any Guarantee Obligations pursuant to this Section 13.19. In each case as specified in this Section 13.19, the Collateral Agent will (and each Lender irrevocably authorizes the Collateral Agent to), at the Borrower’s expense, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the release of such item of Collateral or Guarantee Obligation from the assignment and security interest granted under the Security Documents, in each case in accordance with the terms of the Credit Documents and this Section 13.19.

  • Pari Passu Guarantees The obligations of the Guarantor under this Guarantee Agreement shall rank pari passu with any similar guarantee agreements issued by the Guarantor on behalf of the holders of preferred or capital securities issued by the Issuer Trust and with any other security, guarantee or other obligation that is expressly stated to rank pari passu with the obligations of the Guarantor under this Guarantee Agreement.

  • Trust Preferred Securities The Company has performed, or has caused each Company Trust to perform, all of the obligations required to be performed by it and is not in default under the terms of the Company Trust Debentures or the Company Trust Preferred Securities or any agreements related thereto.

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