Common use of Parent Company Guarantee Clause in Contracts

Parent Company Guarantee. 8.3.1 To secure the due and punctual performance by the Operator of its obligations under the Contract, the Operator has prior to Contract Signing provided to the DEA an unconditional and irrevocable on-demand Parent Company Guarantee issued by the Ultimate Parent Company of the Operator – if any – in favour of the DEA, unless the Ultimate Parent Company has assumed joint and several liability with the Operator in regard to the due and punctual performance of the obligations under the Contract, see clauses 8.3.2, 13.1.4 and 16.2, or if the Operator is a partnership (in Danish: “interessentskab") where the owners are jointly and severally liable with the Operator for the Oper- ator’s obligations. 8.3.2 The Operator is not required to provide the DEA with the Parent Company Guarantee prior to the Contract Signing if the Ultimate Parent Company in connection with the conclusion of the Contract assumes joint and several liability with the Operator in regard to the due and punctual performance of the obligations under the Contract by the Ultimate Parent Company’s co-signature to the Con- tract, see clause 23.5.‌ 8.3.3 The Parent Company Guarantee shall be in the form of Appendix 12, Model parent company guar- xxxxx) and shall cover any type of claim raised by the DEA, including but not limited to claims for Penalties, repayment and reduction of Subsidies and damages. 8.3.4 If the Operator is a consortium or other form of association of entities, each member of the consor- tium or association shall ensure the issuance of such a Parent Company Guarantee according to the rules in this clause (i.e. if the consortium consists of two (2) parties, two (2) Parent Company Guarantees shall be issued, unless the members of the consortium have the same Ultimate Parent Company). 8.3.5 If the Operator is the Ultimate Parent Company, the Parent Company Guarantee shall be consid- ered provided (i.e. the Parent Company Guarantee is in place by definition). 8.3.6 If a Parent Company Guarantee is issued, the Parent Company Guarantee shall remain in force until the date on which the DEA confirms in writing that the Operator’s obligations under the Con- tract have been fully discharged.‌ 8.3.7 The DEA shall return the Parent Company Guarantee to the Operator no later than fifteen (15) Business Days after the criteria for release, see clause 8.3.6, of the Parent Company Guarantee has been fulfilled.

Parent Company Guarantee. 8.3.1 To secure the due and punctual performance by the Operator of its obligations under the Contract, the Operator has prior to Contract Signing provided to the DEA an unconditional and irrevocable on-demand Parent Company Guarantee issued by the Ultimate Parent Company of the Operator – if any – in favour of the DEA, unless the Ultimate Parent Company has assumed joint and several liability with the Operator in regard to the due and punctual performance of the obligations under the Contract, see clauses 8.3.2, 13.1.4 and clause 16.2, or if the Operator is a partnership (in Danish: “interessentskab") where the owners are jointly and severally liable with the Operator for the Oper- ator’s obligations. 8.3.2 The Operator is not required to provide the DEA with the Parent Company Guarantee prior to the Contract Signing if the Ultimate Parent Company in connection with the conclusion of the Contract assumes joint and several liability with the Operator in regard to the due and punctual performance of the obligations under the Contract by the Ultimate Parent Company’s co-signature to the Con- tract, see clause 23.5.‌ 8.3.3 The Parent Company Guarantee shall be in the form of Appendix 12, 12 (Model parent company guar- xxxxxParent Company Guarantee) and shall cover any type of claim raised by the DEA, including but not limited to claims for Penalties, repayment and reduction of Subsidies and damages. 8.3.4 8.3.3 If the Operator is a consortium or other form of association of entities, each member of the consor- tium or association shall ensure the issuance of such a Parent Company Guarantee according to the rules in this clause (i.e. if the consortium consists of two (2) parties, two (2) Parent Company Guarantees shall be issued, unless the members of the consortium have the same Ultimate Parent Company). 8.3.5 8.3.4 If the Operator is the Ultimate Parent Company, the Parent Company Guarantee shall be consid- ered provided (i.e. the Parent Company Guarantee is in place by definition). 8.3.6 8.3.5 If a Parent Company Guarantee is issued, the Parent Company Guarantee shall remain in force until the date on which the DEA confirms in writing that the Operator’s obligations under the Con- tract have been fully discharged.‌discharged. 8.3.7 8.3.6 The DEA shall return the Parent Company Guarantee to the Operator no later than fifteen (15) Business Days after the criteria conditions for release, see clause 8.3.6, expiry of the Parent Company Guarantee has been fulfilled.

Parent Company Guarantee. 8.3.1 To secure the due and punctual performance by the Operator of its obligations under the Contract, the Operator has prior to Contract Signing provided to the DEA an unconditional and irrevocable on-demand Parent Company Guarantee issued by the Ultimate Parent Company of the Operator – if any – in favour of the DEA, unless the Ultimate Parent Company has assumed joint and several liability with the Operator in regard to the due and punctual performance of the obligations under the Contract, see clauses 8.3.2, 13.1.4 and clause 16.2, or if the Operator is a partnership (in Danish: “interessentskab") where the owners are jointly and severally liable with the Operator for the Oper- ator’s obligations. 8.3.2 The Operator is not required to provide the DEA with the Parent Company Guarantee prior to the Contract Signing if the Ultimate Parent Company in connection with the conclusion of the Contract assumes joint and several liability with the Operator in regard to the due and punctual performance of the obligations under the Contract by the Ultimate Parent Company’s co-signature to the Con- tract, see clause 23.5.‌ 8.3.3 The Parent Company Guarantee shall be in the form of Appendix 12, Model parent company guar- xxxxx) and shall cover any type of claim raised by the DEA, including but not limited to claims for Penalties, repayment and reduction of Subsidies and damages. 8.3.4 8.3.3 If the Operator is a consortium or other form of association of entities, each member of the consor- tium or association shall ensure the issuance of such a Parent Company Guarantee according to the rules in this clause (i.e. if the consortium consists of two (2) parties, two (2) Parent Company Guarantees shall be issued, unless the members of the consortium have the same Ultimate Parent Company). 8.3.5 8.3.4 If the Operator is the Ultimate Parent Company, the Parent Company Guarantee shall be consid- ered provided (i.e. the Parent Company Guarantee is in place by definition). 8.3.6 8.3.5 If a Parent Company Guarantee is issued, the Parent Company Guarantee shall remain in force until the date on which the DEA confirms in writing that the Operator’s obligations under the Con- tract have been fully discharged.‌discharged. 8.3.7 8.3.6 The DEA shall return the Parent Company Guarantee to the Operator no later than fifteen (15) Business Days after the criteria conditions for release, see clause 8.3.6, expiry of the Parent Company Guarantee has been fulfilled.

Parent Company Guarantee. 8.3.1 To secure ‌ 6.1. The Contractor shall procure the due execution and punctual performance by delivery to the Operator Authority on or before the date of its obligations under the Contract and as a condition of the Contract, the Operator has prior to Contract Signing provided to the DEA an unconditional and irrevocable on-demand a Parent Company Guarantee issued by the Ultimate Parent Company of the Operator – if any – Guarantor in favour of the DEA, unless Authority in the Ultimate form set out in Part A (Form of Parent Company has assumed joint and several liability with Guarantee) of Schedule 16 (Parent Company Guarantee) to secure the Operator in regard due performance by the Contractor of its obligations to the due and punctual performance of the obligations under the Contract, see clauses 8.3.2, 13.1.4 and 16.2, or if the Operator is a partnership (in Danish: “interessentskab") where the owners are jointly and severally liable with the Operator for the Oper- ator’s obligationsAuthority. 8.3.2 The Operator is not required to provide 6.2. Unless and until otherwise agreed by the DEA with Parties, the form of guarantee set out in Part A (Form of Parent Company Guarantee) of Schedule 16 (Parent Company Guarantee) and the form of confirmation of parent company guarantee set out in Part B (Form of Confirmation of Parent Company Guarantee) of Schedule 16 (Parent Company Guarantee) shall, respectively, be the relevant specified form for the Parent Company Guarantee prior to and the Contract Signing if relevant specified form for the Ultimate Confirmation of Parent Company in connection with Guarantee for the conclusion purposes of the Contract assumes joint unless and several liability with until otherwise agreed by the Operator in regard parties to such guarantee. 6.3. If during the due and punctual performance duration of the obligations under Contract the Contract by Guarantor shall cease to meet any of the Ultimate Parent Company’s co-signature to Guarantee Criteria the Con- tractContractor shall immediately notify the Authority in writing and procure that an Associated Company of the Contractor, see clause 23.5.‌ 8.3.3 The which at the relevant time and thereafter shall meet all of the Guarantee Criteria, shall become the Guarantor and shall immediately provide a Parent Company Guarantee shall be substantially in the form of Appendix 12, Model parent company guar- xxxxxPart A (Form of Parent Company Guarantee) and shall cover of Schedule 16 (Parent Company Guarantee) (any type of claim raised amendment to such form must be agreed in writing by the DEA, including but not limited Authority beforehand) to claims for Penalties, repayment and reduction secure due performance by the Contractor of Subsidies and damagesits obligations to the Authority. 8.3.4 6.4. The Guarantee Criteria for the purposes of Clause 6.3 shall be that the Guarantor has an investment grade credit rating of at least BBB from Standard & Poor’s, Baa2 from Xxxxx’x or BBB from Fitch, if such a rating is available to the Guarantor, or the equivalent thereof from another internationally recognised credit rating agency acceptable to the Authority. 6.5. In the event that the Guarantor is downgraded to an investment grade rating of BBB- from Standard & Poor’s, Baa3 from Xxxxx’x or BBB- from Fitch with a 6.6. In the event that the Contractor is downgraded to an investment grade rating below BBB- from Standard & Poor’s, Baa3 from Xxxxx’x or BBB- from Fitch, if such a rating is available to the Guarantor, or the equivalent thereof from another internationally recognised credit rating agency acceptable to the Authority, the Contractor shall provide to the Authority within five (5) Business Days such alternative form of security as agreed between the Parties pursuant to the financial stability plan agreed pursuant to Clause 6.5 (which may take the form (without limitation) of an alternative guarantee, the provision of funds or reserves by a third party (under guarantee, performance bond, cash deposit or escrow account)) as the Authority may approve in writing in its absolute discretion. 6.7. If the Operator is a consortium Contractor shall provide alternative security under Clause 6.6 and at any time thereafter the Contractor can demonstrate that the Guarantor or other form of association of entities, each member an Associated Company of the consor- tium or association Guarantor meets the Guarantee Criteria the Contractor shall ensure have the issuance of such right by notice to the Authority to provide a Parent Company Guarantee according to in the rules form set out in this clause Part A (i.e. Form of Parent Company Guarantee) of Schedule 16 (Parent Company Guarantee) by such company as aforesaid and if the consortium consists of two (2) parties, two (2) Parent Company Guarantees Contractor shall be issued, unless the members of the consortium have the same Ultimate Parent Company). 8.3.5 If the Operator is the Ultimate Parent Company, the provide such Parent Company Guarantee shall be consid- ered provided within ten (i.e. 10) Business Days of such notice the Authority shall: 6.7.1. accept such Parent Company Guarantee is in place of any then existing alternative security provided under Clause 6.6; and 6.7.2. take all action which is reasonably necessary to be taken by definitionit in order to release or facilitate the release of any alternative security which has previously been provided by or on behalf of the relevant provider under Clause 6.6. 6.8. Any dispute in relation to this Clause 6 may be referred by either Party to determination under Clause 86 (Disputes). 8.3.6 If a Parent Company Guarantee is issued, the Parent Company Guarantee shall remain in force until the date on which the DEA confirms in writing that the Operator’s obligations under the Con- tract have been fully discharged.‌ 8.3.7 The DEA shall return the Parent Company Guarantee to the Operator no later than fifteen (15) Business Days after the criteria for release, see clause 8.3.6, of the Parent Company Guarantee has been fulfilled.