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Independent Guarantee Sample Clauses

Independent GuaranteeThe Guarantor shall, at the request of the Borrower, issue a Guarantee and hereby undertakes to pay such amount within the Guarantee Amount as specified in the Payment Claim to the Original Lender (or to pay such amount to the Credit Agent for distribution among the Lenders after assignment of rights (claims) under this Agreement and the Guarantee in accordance with Article 9.2 (Transfer of Rights by the Lenders)) if the Borrower fails to fulfill the Secured Obligations, regardless of the validity of the Loan Agreement, the Secured Obligations, as well as relations between the Guarantor and the Borrower, and other obligations.
Independent GuaranteeThe Guarantor shall, at the request of the Borrower, issue a Guarantee and hereby undertakes to pay such amount within the Guarantee Amount as specified in the Payment Claim to the Original Lender (or to pay such amount to the Credit Agent for distribution
Independent Guarantee. At the Borrowers’ request, the Guarantor issues this Guarantee and hereby undertakes the obligation to pay, should any of the Borrowers fail to perform the Secured Obligations, the Initial Lender (or after the rights (claims) have been assigned under the Independent Guarantee Agreement and this Guarantee in accordance with Article 5.2 (Transfer of rights by the Lenders) — the Facility Manager for allocation among the Lenders) an amount within the Guarantee Amount specified in the Payment Demand, irrespective of the validity of the Facility Agreement or of the Secured Obligations and the relationships between the Guarantor and any of the Borrowers or other obligations.
Independent Guarantee. The Sellers hereby guarantee to the Purchaser by means of an independent guarantee (selbststandiges Garantieversprechen) within the meaning of Section 311 para. 1 of the German Civil Code (Burgerliches Gesetzbuch - BGB; hereinafter also referred to as "BGB") that the following statements are correct as of the date of the signing of this Agreement and as of the Closing Date, unless a different relevant date is expressly stated in one of the following statements: (1) The statements relating to Xxxxx Xxxxxxx AG and its Subsidiaries (hereinafter also collectively referred to as the "COMPANIES") set forth in Section 1 para. 1, 2 and 3 are correct. The Companies are fully authorized and fully qualified or licensed to do business in the jurisdictions in which they have their respective (registered) office. (2) EXHIBIT 5. 2 a) to this Agreement contains complete and correct copies of all relevant statutes and other corporate documents of the Companies, as they are in full force and effect. EXHIBIT 5. 2 b) to this Agreement contains complete and correct copies of all registration excerpts (Handelsregisterauszuge) or equivalent documentation under applicable law. There are no resolutions or other facts that need to be registered but which have not yet been registered, except for the capital reduction of RIWO-Drahtwerk described in Section 1 para. 3 lit. i) above; there are no pending applications for registration. (3) None of the Companies has any shares, options to acquire shares or other securities outstanding other than the aggregate 320,000 Xxxxx Xxxxxxx Shares and those shares set forth in Section 1 para. 3 above and issued to the Sellers, Xxxxx Xxxxxxx AG or a Subsidiary, respectively. There are no outstanding options, conversion or exchange rights to purchase or obtain any shares, interests or other securities in one of the Companies. There are no contracts, commitments or other arrangements relating to the issuance, sale, transfer or purchase of any shares, interests or other securities in one of the Companies. (4) All Xxxxx Xxxxxxx Shares are held by the Sellers. Except as disclosed in EXHIBIT 5.4 to this Agreement all Xxxxx Xxxxxxx Shares are validly existing and free and clear of all mortgages, pledges, liens, security interests, encumbrances, restrictions or charges of any kind or any other third-party rights. All contributions for the Xxxxx Xxxxxxx Shares are fully made (samtliche Einlagen auf Aktien sind vollstandig geleistet). All Sellers are entitled...
Independent Guarantee. At the Borrowers’ request, the Guarantor issues the Guarantee and hereby undertakes, in the event that any of the Borrowers fails to perform any of the Secured Obligations, to pay the Initial Lender (or, following the assignment of rights (claims) under this Agreement and the Guarantee in accordance with Article 9.2 (Transfer of Rights by the Lenders), the Facility Manager for allocation between the Lenders) an amount, up to the Guarantee Amount, specified in the Payment Demand, whether the Facility Agreement and the Secured Obligations are valid or not and irrespective of the relationships between the Guarantor and any of the Borrowers and other obligations.
Independent Guarantee. 16.1 This Guarantee shall be in addition to any other guarantee or other security given by or on behalf of the UK Borrower, any other Guarantor or otherwise which the Secured Parties and/or the Administrative Agent may now or hereafter hold and shall be binding on each Guarantor notwithstanding that any other Person who has also been requested by the Secured Parties and/or the Administrative Agent to guarantee or give security for the guaranteed Obligations shall fail to give such guarantee or security or shall be released from any guarantee or security given by it or them. 16.2 The liability of each Guarantor shall not be affected nor shall any guarantee under this Guarantee be discharged or reduced by reason of: 16.2.1 any modification of the articles of association, the legal structure or the shareholder structure of the other Guarantors or the UK Borrower, in particular those resulting from any merger, change in corporate form or corporate purpose of the other Guarantors or the UK Borrower, even if such merger, change or modification results in the creation of a new legal entity, or if the corporate form of the respective Guarantor or the UK Borrower is modified; 16.2.2 the insolvency, bankruptcy, liquidation, dissolution, winding-up, administration, receivership, amalgamation, reconstruction of any other Guarantor or the UK Borrower or any analogous proceeding occurring in relation to the respective Guarantor or the UK Borrower; 16.2.3 the Administrative Agent or any of the other Secured Parties granting any time, indulgence or concession to, or compounding with, discharging, releasing or varying the liability of any Guarantor or the UK Borrower or renewing, determining, varying or increasing any accommodation, facility or transaction or otherwise dealing with the same in any manner whatsoever or concurring in, accepting or varying any compromise, arrangement or settlement or omitting to claim or enforce payment from any other Guarantor or the UK Borrower; 16.2.4 any amendment, variation or waiver of any of the Credit Documents or any Hedge Agreement; or 16.2.5 any act or omission which would not have discharged or affected the liability of such Guarantor had it been a principal debtor instead of a guarantor or anything done or omitted which but for this provision might operate to exonerate such Guarantor. 16.3 Each Guarantor agrees to be bound by this Guarantee notwithstanding that any Person intended to execute or to be bound by this Guarantee may n...
Independent Guarantee. The Purchaser warrants to the Sellers in the form of an independent guarantee pursuant to Section 311 para. 1 BGB that the statements set forth hereafter are true and correct: 9.1.1 The Purchaser is duly incorporated, in good standing and validly existing under the laws of Luxembourg and has the power and authority to execute this Agreement and to perform its obligations thereunder. No bankruptcy proceedings or other proceedings under applicable law providing protection against enforcement by creditors has been opened over the Purchaser’s assets and no circumstances exist which would require the Purchaser or the Purchaser’s management, board or shareholders to apply for the opening of such proceedings. 9.1.2 The execution and consummation of this Agreement and the performance of the transactions contemplated hereunder does not and will not violate any judicial or governmental injunctive or permanent order (gerichtliche oder behördliche Verfügung) to which the Purchaser is bound, any provision of the Purchaser’s articles of association or bylaws or other governing instruments or any legally effective resolution of the Purchaser’s management or any board or shareholders’ meeting. 9.1.3 The Purchaser has sufficient immediately available funds or binding financing commitments to pay the Purchase Price and to make all other payments required to be made under or in connection with this Agreement. 9.1.4 As of the date hereof, there is no action, suit, investigation or other proceedings pending against or, to the Purchaser’s best knowledge, threatened against or affecting the Purchaser which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the execution or consummation of this Agreement or the performance of the transactions contemplated hereunder. 9.1.5 This Agreement has been duly and validly executed and delivered by the Purchaser and constitutes a legal, valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms.
Independent GuaranteeTo the fullest extent permitted by law, the Parties hereto the Contract specifically agree as follows: the validity of the Contract is independent of the main contract, and shall not be affected by the invalidity of the main contract or its relevant provisions. Provided that the Chattel Mortgage Registration Certificate and/or other original document of mortgage registration certification of the mortgage property under the Contract is delivered to the Mortgagee and/or the person appointed by the Mortgagee, the Contract shall be legally valid upon both parties. The Hongri (as the Borrower) shall take returning responsibility or compensate responsibility if the Main contract becomes invalid, whereas the Hongrong shall take the joint liability.
Independent GuaranteeTo the fullest extent permitted by law, the Parties hereto the Contract specifically agree as follows: the validity of the Contract is independent of the main contract, and shall not be affected by the invalidity of the main contract or its relevant provisions. Provided that the Chattel Mortgage Registration Certificate and/or other original document of mortgage registration certification of the mortgage property under the Contract is delivered to the Mortgagee and/or the person appointed by the Mortgagee, the Contract shall be legally valid upon both parties.
Independent Guarantee. The provision of the Quantum Share Pledge by Quantum to Chery or the exercise of Chery of its rights under the Quantum Share Pledge shall not in any way affect the obligations of Kxxxx under the Kxxxx Guarantee as amended and reduced by this Release Agreement.