OBLIGATIONS OF THE BORROWER AND THE GUARANTOR Sample Clauses

OBLIGATIONS OF THE BORROWER AND THE GUARANTOR. The BORROWER and, as the case may be, the GUARANTOR, shall undertake to perform the following obligations throughout the life of the Loan: 1.- The BORROWER shall maintain this Loan and the rights deriving herefrom for the LENDERS with at least the same preferences, privileges and rank as those that derive or that may derive for other creditors of the BORROWER. 2.- The BORROWER and the GUARANTOR shall furnish the LENDERS, through the AGENT, sufficient copies, during the effect of this Agreement, of the following documents: (i) As soon as these are available, but in all events within the 6 months following the close of their financial years, sufficient copies of the audit report and annual accounts of the BORROWER and the GUARANTOR, proposals made by the auditors for that financial year approved or otherwise by their General Shareholders' Meetings. (ii) As soon as these are available, but in all events before 15 February and 15 August of each year, the Balance Sheet and Profit and Loss Account and Cash Flow calculation closed at 31 December and 30 June of the BORROWER, using the same accounting standards as those used for the preparation of annual accounts and including the Debt Ratio and the Annual Debt Service Coverage Ratio calculations contrasted by their auditors. 3.- The BORROWER and the GUARANTOR shall send the AGENT, within Fifteen (15) days, unless other periods are specifically established in this Agreement, financial o technical information on the BORROWER or the GUARANTOR that may affect their financial capacity, solvency, commercial activity and which may reasonably be requested by the AGENT or by any LENDER through the AGENT. [Stamp with the mention: `WITH MY MEDIATION In the terms shown in the certificate of mediation.'] [Handwritten signature] [31/186] 4.- The BORROWER shall notify the AGENT of the existence of any circumstance which, in accordance with the provisions of Clause TWENTY-ONE, could represent a cause for Termination of the Agreement and Early Maturity of the Loan. 5.- The BORROWER shall undertake not to abalienate or transfer in any way, property or elements that make up its assets and not to xxxxx xxxxx or guarantees, regardless of their nature, nor to make investments in assets, regardless of their nature, without obtaining the prior authorisation of the LENDERS, with the exception of transfer of the Vessel under a Sale Agreement in terms acceptable to the AGENT insofar as this may be necessary to develop a financing structure ...
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OBLIGATIONS OF THE BORROWER AND THE GUARANTOR. Any amount due to the Recipient which would otherwise have been discharged as described in Clause 15.1 will be treated as not having been discharged to the extent of an amount which is or will be payable under Clause 15.4 as a result but shall instead be treated as discharging amounts due to the recipients of the distribution pursuant to Clause 15.6 of such amount. Accordingly each of the Borrower and the Guarantor agrees to pay this amount to the Recipient as if it had not been discharged. This payment is required to be made whether or not the Agent has issued a determination under Clause 15.2.
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OBLIGATIONS OF THE BORROWER AND THE GUARANTOR. The BORROWER and, as the case may be, the GUARANTOR, shall undertake to perform the following obligations throughout the life of the Loan: 1.- The BORROWER shall maintain this Loan and the rights deriving herefrom for the LENDERS with at least the same preferences, privileges and rank as those that derive or that may derive for other creditors of the BORROWER.
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OBLIGATIONS OF THE BORROWER AND THE GUARANTOR 
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Related to OBLIGATIONS OF THE BORROWER AND THE GUARANTOR

  • Obligations of the Borrower 13 Section 3.01.

  • Further Agreements of the Company and the Guarantors The Company and each of the Guarantors jointly and severally covenant and agree with each Initial Purchaser that:

  • Guarantors Any time after the Effective Date, Borrower may cause any of its Subsidiaries to guarantee the Obligations of Borrower hereunder by delivering to Administrative Agent an Assumption Agreement to the Guarantee Agreement, in form set forth on Annex 1 to the Guarantee Agreement and executed by such proposed Guarantor. If, at any time following the Effective Date, a Guarantor ceases to be a Restricted Subsidiary (including as a result of a redesignation of such Restricted Subsidiary as an Unrestricted Subsidiary) or ceases to be a Subsidiary, in each case as a result of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. In addition, if Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee of the Obligations, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to such release, no Default or Event of Default shall have occurred and be continuing, then immediately upon the delivery of such notice and certification to Administrative Agent such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. Notwithstanding the foregoing, no Guarantor that is a Significant Subsidiary and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including as a result of being designated as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee of such Material Debt. Administrative Agent shall execute such documents as Borrower shall reasonably request to evidence the release contemplated by this Section 6.10.

  • Delivery of the Funding Agreement and the Guarantee The Trust hereby authorizes the Custodian, on behalf of the Indenture Trustee, to receive the Funding Agreement from Principal Life and the Guarantee from PFG pursuant to the assignment of the Funding Agreement and Guarantee (the “Assignment”), to be entered into on the Original Issue Date, included in the closing instrument dated as of the Original Issue Date (the “Closing Instrument”).

  • Continuing Obligations of the Grantors Each Grantor shall remain liable to observe and perform all the conditions and obligations to be observed and performed by it under each contract, agreement or instrument relating to the Collateral, all in accordance with the terms and conditions thereof, and each Grantor jointly and severally agrees to indemnify and hold harmless the Collateral Agent and the Secured Parties from and against any and all liability for such performance.

  • Reaffirmation of Credit Party Obligations Each Credit Party hereby ratifies the Credit Agreement and acknowledges and reaffirms (a) that it is bound by all terms of the Credit Agreement applicable to it and (b) that it is responsible for the observance and full performance of its respective Credit Party Obligations.

  • RECITALS OF THE COMPANY AND THE SUBSIDIARY GUARANTORS The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its unsecured debentures, notes or other evidences of indebtedness (herein called the “Securities”), to be issued in one or more series as in this Indenture provided. The Company and the Subsidiary Guarantors are members of the same consolidated group of companies. The Subsidiary Guarantors will derive direct and indirect economic benefit from the issuance of the Securities. Accordingly, each Subsidiary Guarantor has duly authorized the execution and delivery of this Indenture to provide for its full, unconditional and joint and several guarantee of the Securities to the extent provided in or pursuant this Indenture. All things necessary to make this Indenture a valid agreement of the Company, in accordance with its terms, have been done.

  • Conditions of the Obligations of the Placement Agent The obligations of the Placement Agent hereunder shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 2 hereof, in each case as of the date hereof and as of each Closing Date as though then made, to the timely performance by each of the Company of its covenants and other obligations hereunder on and as of such dates, and to each of the following additional conditions:

  • Additional Subsidiary Guarantors Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, the Company will cause any domestic Wholly Owned Subsidiary of the Company that becomes a Subsidiary after the date the Securities of a series are first issued hereunder to become a Subsidiary Guarantor as soon as practicable after such Subsidiary becomes a Subsidiary. The Company shall cause any such Wholly Owned Subsidiary to become a Subsidiary Guarantor with respect to the Securities by executing and delivering to the Trustee (a) a supplemental indenture, in form and substance satisfactory to the Trustee, which subjects such Person to the provisions (including the representations and warranties) of this Indenture as a Subsidiary Guarantor and (b) an Opinion of Counsel to the effect that such supplemental indenture has been duly authorized and executed by such Person and such supplemental indenture and such Person’s obligations under its Subsidiary Guarantee and this Indenture constitute the legal, valid, binding and enforceable obligations of such Person (subject to such customary exceptions concerning creditors’ rights and equitable principles as may be acceptable to the Trustee in its discretion).

  • Obligations of the Depositary and the Company The Company assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or Holder, except that the Company agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or Holder (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that the Depositary agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith, and the Depositary shall not be a fiduciary or have any fiduciary duty to Owners or Holders. Neither the Depositary nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or in respect of the American Depositary Shares on behalf of any Owner or Holder or any other person. Each of the Depositary and the Company may rely, and shall be protected in relying upon, any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. Neither the Depositary nor the Company shall be liable for any action or non-action by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Owner or any other person believed by it in good faith to be competent to give such advice or information. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be liable for the acts or omissions of any securities depository, clearing agency or settlement system in connection with or arising out of book-entry settlement of American Depositary Shares or Deposited Securities or otherwise. In the absence of bad faith on its part, the Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or the effect of any such vote. The Depositary shall have no duty to make any determination or provide any information as to the tax status of the Company or any liability for any tax consequences that may be incurred by Owners or Holders as a result of owning or holding American Depositary Shares. The Depositary shall not be liable for the inability or failure of an Owner or Holder to obtain the benefit of a foreign tax credit, reduced rate of withholding or refund of amounts withheld in respect of tax or any other tax benefit. No disclaimer of liability under the United States federal securities laws is intended by any provision of this Deposit Agreement.

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