Guarantor’s Covenants. The Guarantor further agrees that: 22.2.1 this guarantee and indemnity continues throughout the Term and after the Term expires; 22.2.2 any payment made to the Council and later avoided by any statutory provision or discounted, refunded or reduced by any subsequent proceedings does not discharge the Guarantor’s liability and, in any such event, the Council, the Lessee and the Guarantor must be restored to the rights which each would have had if the payment had not been made; 22.2.3 the Council may proceed against the Guarantor (or any one or more of them) concurrently, before or instead of proceeding against the Lessee without affecting the liability of the Guarantor or the Lessee; 22.2.4 the liability of the Guarantor is not prejudiced by the granting of time, credit or any indulgence or concession to the Lessee or by any compounding, compromise, release, absolute or partial discharge (whether by operation of law or otherwise), abandonment, waiver, variation, novation, relinquishment or renewal of any contractual rights, duties, guarantees or indemnities by the Lessee, or by any omission or neglect or by any other dealing, matter or thing which, but for this provision, could or might operate to prejudice this guarantee and indemnity. This guarantee and indemnity is absolute and unconditional in all circumstances; 22.2.5 this guarantee and indemnity is not affected by any laches, acts, omissions or mistakes by the Council; 22.2.6 until the Lessee has fully performed and observed the Lessee’s covenants in this Lease and until the Council has received in full all moneys due from the Lessee under this Lease, the Guarantor is bound by this guarantee and indemnity; 22.2.7 this guarantee and indemnity continues to bind the Guarantor notwithstanding: 22.2.7.1 the death, bankruptcy, insolvency or liquidation (as the case may be) of the Lessee or the Guarantor or any one or more of them; 22.2.7.2 any change in the constitution of the Council, the Lessee or the Guarantor; 22.2.7.3 the happening of any thing, which under the law relating to sureties would, but for this provision, release the Guarantor from this guarantee and indemnity or discharge this guarantee and indemnity; 22.2.7.4 any part of this Lease being severed; 22.2.7.5 any renewal or extension of the Term or any variation to the terms of this Lease; 22.2.7.6 any security taken by the Council being or becoming void or defective or any loss or impairment of such security; 22.2.7.7 any assignment of this Lease by the Lessee or any sub-letting or parting with possession of or control of the Premises with or without the Council’s consent; or 22.2.7.8 any surrender of this Lease by operation of law; 22.2.8 if any part of this Lease is severed under clause 9 then the Guarantor is not entitled to rely on or claim the benefit of any such severance; 22.2.9 this guarantee and indemnity is a continuing guarantee and indemnity and is not wholly or partially discharged by the payment of any moneys or the performance of any of the Lessee’s covenants or any other thing; 22.2.10 the liability of the Guarantor is not affected by any collateral rights or obligations which may exist between the Guarantor and the Council or between the Guarantor and the Lessee; 22.2.11 the Guarantor waives in favour of the Council all rights of the Guarantor against the Lessee; and 22.2.12 the Council may assign the rights and benefits of the Council under this guarantee and indemnity either absolutely or by way of security without the Lessee’s or the Guarantor’s consent and this guarantee and indemnity is fully enforceable by the assignee.
Appears in 3 contracts
Samples: Park Lands Lease Agreement, Park Lands Lease Agreement, Park Lands Lease Agreement
Guarantor’s Covenants. The Guarantor further agrees that:
22.2.1 20.3.1 this guarantee and indemnity continues throughout the Term and after the Term expires;
22.2.2 20.3.2 any payment made to the Council and later avoided by any statutory provision or discounted, refunded or reduced by any subsequent proceedings does not discharge the Guarantor’s liability and, in any such event, the Council, the Lessee and the Guarantor must be restored to the rights which each would have had if the payment had not been made;
22.2.3 20.3.3 the Council may proceed against the Guarantor (or any one or more of them) concurrently, before or instead of proceeding against the Lessee without affecting the liability of the Guarantor or the Lessee;
22.2.4 20.3.4 the liability of the Guarantor is not prejudiced by the granting of time, credit or any indulgence or concession to the Lessee or by any compounding, compromise, release, absolute or partial discharge (whether by operation of law or otherwise), abandonment, waiver, variation, novation, relinquishment or renewal of any contractual rights, duties, guarantees or indemnities by the Lessee, or by any omission or neglect or by any other dealing, matter or thing which, but for this provision, could or might operate to prejudice this guarantee and indemnity. This guarantee and indemnity is absolute and unconditional in all circumstances;
22.2.5 20.3.5 this guarantee and indemnity is not affected by any laches, acts, omissions or mistakes by the Council;
22.2.6 20.3.6 until the Lessee has fully performed and observed the Lessee’s covenants in this Lease lease and until the Council has received in full all moneys due from the Lessee under this Leaselease, the Guarantor is bound by this guarantee and indemnity;
22.2.7 20.3.7 this guarantee and indemnity continues to bind the Guarantor notwithstanding:
22.2.7.1 20.3.7.1 the death, bankruptcy, insolvency or liquidation (as the case may be) of the Lessee or the Guarantor or any one or more of them;
22.2.7.2 20.3.7.2 any change in the constitution of the Council, the Lessee or the Guarantor;
22.2.7.3 20.3.7.3 the happening of any thing, which under the law relating to sureties would, but for this provision, release the Guarantor from this guarantee and indemnity or discharge this guarantee and indemnity;
22.2.7.4 20.3.7.4 any part of this Lease lease being severed;
22.2.7.5 20.3.7.5 any renewal or extension of the Term or any variation to the terms of this Leaselease;
22.2.7.6 20.3.7.6 any security taken by the Council being or becoming void or defective or any loss or impairment of such security;
22.2.7.7 20.3.7.7 any assignment of this Lease lease by the Lessee or any sub-sub- letting or parting with possession of or control of the Premises Leased Area with or without the Council’s consent; or
22.2.7.8 20.3.7.8 any surrender of this Lease lease by operation of law;
22.2.8 20.3.8 if any part of this Lease lease is severed under clause 9 1.2.12 then the Guarantor is not entitled to rely on or claim the benefit of any such severance;
22.2.9 20.3.9 this guarantee and indemnity is a continuing guarantee and indemnity and is not wholly or partially discharged by the payment of any moneys or the performance of any of the Lessee’s covenants or any other thing;
22.2.10 20.3.10 the liability of the Guarantor is not affected by any collateral rights or obligations which may exist between the Guarantor and the Council or between the Guarantor and the Lessee;
22.2.11 20.3.11 the Guarantor waives in favour of the Council all rights of the Guarantor against the Lessee; and;
22.2.12 20.3.12 the Council may assign the rights and benefits of the Council under this guarantee and indemnity either absolutely or by way of security without the Lessee’s or the Guarantor’s consent and this guarantee and indemnity is fully enforceable by the assignee;
20.3.13 the Guarantor’s liability under this guarantee and indemnity is not affected by:
20.3.13.1 the fact that any other person who was intended to execute this document or otherwise to become a co-surety has not done so or has not done so effectively; or
20.3.13.2 the discharge under statute or any principle of law or equity of any person who is a co-surety.
Appears in 1 contract
Samples: Lease Agreement
Guarantor’s Covenants. The Guarantor further covenants and agrees that:
22.2.1 this guarantee to comply with all of its financial and indemnity continues throughout the Term and after the Term expires;
22.2.2 any payment made other covenants contained in Article V of that certain Credit Agreement dated as of November 7, 2003, as amended by that certain Amendment to the Council Credit Agreement, dated June 5, 2006, among Guarantor, the banks, financial institutions and later avoided other institutional lenders signatory thereto, and BNP Paribas, as administrative agent for the Lender Parties (as defined therein), and as at any time further amended (the “Parent Credit Agreement”), the terms of which Parent Credit Agreement are incorporated herein by any statutory provision reference, all as if made directly in favor of Lender, other than the covenants contained in Sections 5.01(j) and 5.01(l) (together, the “Collateral Covenants”) and Sections 5.02(a) and 5.02(j) (together, the “Negative Pledge Covenants”). In the event that the Parent Credit Agreement is either amended and restated, or discountedreplaced by another financing and in either case, refunded either (w) Lender is also a party thereto, or reduced (x) Lender is not a party thereto but such financing is in an amount not less than $100,000,000 and is provided by any subsequent proceedings does not discharge less than four separate lenders, then Guarantor shall instead comply with all covenants in the Guarantor’s liability and, Parent Credit Agreement as so amended and restated or with all of the covenants contained in any such eventreplacement facility. If, as of any date, the CouncilParent Credit Agreement is (y) terminated and has not yet been replaced, the Lessee and the Guarantor must be restored to the rights or (z) replaced by a financing which each would have had if the payment had does not been made;
22.2.3 the Council may proceed against the Guarantor qualify under clause (or any one or more of themx) concurrently, before or instead of proceeding against the Lessee without affecting the liability of the preceding paragraph, then Guarantor or the Lessee;
22.2.4 the liability shall continue to comply with all of the Guarantor is not prejudiced by covenants contained in Article V of the granting of time, credit or any indulgence or concession to Parent Credit Agreement (other than the Lessee or by any compounding, compromise, release, absolute or partial discharge (whether by operation of law or otherwise), abandonment, waiver, variation, novation, relinquishment or renewal of any contractual rights, duties, guarantees or indemnities by the Lessee, or by any omission or neglect or by any other dealing, matter or thing whichCollateral Covenants, but for this provision, could or might operate to prejudice this guarantee and indemnity. This guarantee and indemnity is absolute and unconditional in all circumstances;
22.2.5 this guarantee and indemnity is not affected by any laches, acts, omissions or mistakes by the Council;
22.2.6 until the Lessee has fully performed and observed the Lessee’s covenants in this Lease and until case including the Council has received Negative Pledge Covenants) which are in full effect as of the date immediately prior to such termination or replacement. At all moneys due from times that the Lessee under this LeaseParent Credit Agreement is outstanding, the Guarantor is bound by this guarantee and indemnity;
22.2.7 this guarantee and indemnity continues shall first obtain the consent of the Lender to bind the Guarantor notwithstanding:
22.2.7.1 the death, bankruptcy, insolvency any amendments or liquidation (as the case may bemodifications to Section 5.02(a) of the Lessee or the Guarantor or any one or more of them;
22.2.7.2 any change in the constitution of the Council, the Lessee or the Guarantor;
22.2.7.3 the happening of any thing, which under the law relating to sureties would, but for this provision, release the Guarantor from this guarantee and indemnity or discharge this guarantee and indemnity;
22.2.7.4 any part of this Lease being severed;
22.2.7.5 any renewal or extension of the Term or any variation Parent Credit Agreement prior to the terms of this Lease;
22.2.7.6 any security taken by the Council being or becoming void or defective or any loss or impairment of such security;
22.2.7.7 any assignment of this Lease by the Lessee or any sub-letting or parting with possession of or control of the Premises with or without the Council’s consent; or
22.2.7.8 any surrender of this Lease by operation of law;
22.2.8 if any part of this Lease is severed under clause 9 then the Guarantor is not entitled to rely on or claim the benefit effectiveness of any such severance;
22.2.9 this guarantee and indemnity is a continuing guarantee and indemnity and is not wholly amendment or partially discharged by the payment of any moneys or the performance of any of the Lessee’s covenants or any other thing;
22.2.10 the liability of the Guarantor is not affected by any collateral rights or obligations which may exist between the Guarantor and the Council or between the Guarantor and the Lessee;
22.2.11 the Guarantor waives in favour of the Council all rights of the Guarantor against the Lessee; and
22.2.12 the Council may assign the rights and benefits of the Council under this guarantee and indemnity either absolutely or by way of security without the Lessee’s or the Guarantor’s consent and this guarantee and indemnity is fully enforceable by the assigneemodification.
Appears in 1 contract
Samples: Continuing Guaranty (International Rectifier Corp /De/)
Guarantor’s Covenants. The Guarantor further agrees thatundertakes with EBRD from the date of this Deed until all the Guaranteed Obligations have been unconditionally and irrevocably paid in full or until the Guarantor has been discharged pursuant to Section 4.01(b), as follows:
22.2.1 (a) it shall, when requested by EBRD, do or cause to be done anything which EBRD reasonably believe is necessary for the exercise of any power, right or remedy of EBRD under this guarantee and indemnity continues throughout Deed including, but not limited to, the Term and after the Term expiresexecution of any document or agreement;
22.2.2 (b) it shall obtain, maintain and promptly renew when necessary, and shall promptly deliver to EBRD certified copies of any payment made and all Authorisations and all necessary corporate, creditors' and shareholders' approvals and consents:
(i) to enable it to perform its obligations under this Deed; or
(ii) to ensure the validity, enforceability or priority of the liabilities and obligations of it or the rights of EBRD under this Deed;
(c) it shall comply in all respects with the terms of all Authorisations and observe all conditions and restrictions contained in, or imposed by such Authorisations;
(d) it shall, and shall procure (to the Council and later avoided extent that it is able) that the Borrower will, promptly notify EBRD in writing upon becoming aware of:
(i) any litigation, arbitration, administrative or other proceedings current or, to its knowledge, threatened against it, the Borrower or any of their respective Affiliates, which might reasonably be expected to result in a Material Adverse Effect;
(ii) any notices, orders or directions given to it or the Borrower by any statutory provision Authority which might reasonably be expected to result in a Material Adverse Effect;
(iii) any Default and the steps being taken to remedy or discountedmitigate such Default;
(iv) any material dispute under any Project Agreement involving it, refunded the Borrower or reduced any of their respective Affiliates; and
(v) any event of which it is aware and which could reasonably be expected to result in a Material Adverse Effect;
(e) the obligations of the Guarantor under this Deed do and shall rank at least pari passu with all of its other present and future obligations other than obligations which are preferred by any subsequent proceedings does not discharge Applicable Law;
(f) it will not, and it will procure (to the Guarantor’s liability andextent that it is able) that the Borrower will not, without the prior consent of EBRD, sell, transfer, lend, lease or otherwise dispose of (in any such eventcase otherwise than for full consideration in the ordinary course of trading) all or, in the Councilopinion of EBRD, the Lessee and the Guarantor must be restored to the rights which each would have had if the payment had not been made;
22.2.3 the Council may proceed against the Guarantor (or any one or more substantial part of them) concurrently, before or instead of proceeding against the Lessee without affecting the liability of the Guarantor or the Lessee;
22.2.4 the liability of the Guarantor is not prejudiced by the granting of time, credit or any indulgence or concession to the Lessee or by any compounding, compromise, release, absolute or partial discharge its assets (whether by operation one transaction or by a series of law transactions, whether related or not);
(g) it will not, and it will procure (to the extent that it is able) that the Borrower will not, without the prior written consent of EBRD, consolidate or amalgamate with, or merge into, any other entity;
(h) it shall not take or accept any Lien from the Borrower or any third party in relation to the Guaranteed Obligations;
(i) it shall not seek to recover, whether directly or by set off, any Lien, counterclaim or otherwise), abandonmentnor accept any money or other property, waivernor exercise any rights, variation, novation, relinquishment or renewal in respect of any contractual rights, duties, guarantees sum or indemnities security which may be or become due to it on any account by the LesseeBorrower or, in relation to the Guaranteed Obligations, from any third party nor claim, prove for or accept any payment in any composition by, or by any omission winding up of, the Borrower or, in relation to the Guaranteed Obligations, any third party; and
(j) it shall not claim as a creditor of the Borrower or neglect or by any other dealing, matter or thing which, but for this provision, could or might operate to prejudice this guarantee and indemnity. This guarantee and indemnity is absolute and unconditional co-surety in all circumstancescompetition with EBRD;
22.2.5 this guarantee and indemnity is (k) the Guarantor shall maintain:
(i) a ratio of Debt to EBITDA (for the immediately preceding four financial quarters) of not affected by any laches, acts, omissions or mistakes by the Councilmore than 3.25:1;
22.2.6 until (ii) a ratio of EBITDA (for the Lessee has fully performed and observed immediately preceding four financial quarters) to Interest Expense (for the Lessee’s covenants in this Lease and until the Council has received in full all moneys due from the Lessee under this Lease, immediately preceding four financial quarters) of not less than 4.0:1; and
(iii) a minimum Net Worth of not less than thirty five million Dollars (USD 35,000,000);
(1) the Guarantor is bound by this guarantee and indemnity;
22.2.7 this guarantee and indemnity continues to bind will provide EBRD with either an irrevocable letter of credit for the Guarantor notwithstanding:
22.2.7.1 the death, bankruptcy, insolvency or liquidation amount of five million Dollars (as the case may beUSD 5,000,000) of the Lessee or the Guarantor or any one or more of them;
22.2.7.2 any change in the constitution of the Council, the Lessee or the Guarantor;
22.2.7.3 the happening of any thing, which under the law relating to sureties would, but for this provision, release the Guarantor from this guarantee and indemnity or discharge this guarantee and indemnity;
22.2.7.4 any part of this Lease being severed;
22.2.7.5 any renewal or extension of the Term or any variation to the terms of this Lease;
22.2.7.6 any security taken by the Council being or becoming void or defective or any loss or impairment of such security;
22.2.7.7 any assignment of this Lease by the Lessee or any sub-letting or parting with possession of or control of the Premises with or without the Council’s consent; or
22.2.7.8 any surrender of this Lease by operation of law;
22.2.8 if any part of this Lease is severed under clause 9 then the Guarantor is not entitled to rely on or claim the benefit of any such severance;
22.2.9 this guarantee and indemnity is a continuing guarantee and indemnity and is not wholly or partially discharged by the payment of any moneys or the performance of any of the Lessee’s covenants or any other thing;
22.2.10 the liability of the Guarantor is not affected by any collateral rights or obligations which may exist between the Guarantor and the Council or between the Guarantor and the Lessee;
22.2.11 the Guarantor waives issued in favour of EBRD by a bank acceptable to EBRD in form and substance satisfactory to EBRD or the Council all rights equivalent amount in the form of the Guarantor against the Lesseea cash collateral account held at a bank acceptable to EBRD or other security in each case in form and substance satisfactory to EBRD; and
22.2.12 the Council may assign the rights and benefits of the Council under this guarantee and indemnity either absolutely or by way of security without the Lessee’s or the Guarantor’s consent and this guarantee and indemnity is fully enforceable by the assignee.
Appears in 1 contract
Samples: Deed of Financial and Performance Guarantee (Caspian Services Inc)
