Parent Company Guarantees. Each Contractor Party other than Lukoil, Statoil and TPAO shall as soon as practicable after execution of this Contract by all Parties, provide to SOCAR a letter of parent company guarantee in the form attached hereto as Appendix IV. Each of Lukoil, Statoil and TPAO is not required to give such a parent company guarantee. However in the event that at any time throughout the duration of this Contract, any of Lukoil, Statoil or TPAO assigns its interest in this Contract to an Affiliate, then the parent company of that Affiliate will provide to SOCAR at the time of that assignment a parent company guarantee in the general form of Appendix IV.
Parent Company Guarantees. Buyer hereby agrees to cause Buyer’s Parent to execute and deliver to Seller concurrent with the execution and delivery of this Agreement, a Guaranty in the form attached hereto as EXHIBIT L. Seller hereby agrees to cause its ultimate parent company, Amgen Inc., a Delaware corporation, to execute and deliver to Buyer concurrent with the execution and delivery of this Agreement, a Guaranty in the form attached hereto as EXHIBIT M.
Parent Company Guarantees. Mandatory terms
(a) express that, where and for so long as the Crown has exercised its step-in rights under the applicable Major Sub-contractor’s Direct Deed:
(i) the Crown will be entitled to exercise the rights of the Contractor under that Parent Company Guarantee; and
(ii) the Crown exercising the rights of the Contractor under that Parent Company Guarantee will in no way prejudice or limit the guarantor’s liability under that Parent Company Guarantee;
(b) express that no amendment will be made to that Parent Company Guarantee without the Crown’s prior written consent;
(c) entitle the Crown to enforce its rights under this clause 4.2 under the Contracts (Privity) Xxx 0000 (or, where that Parent Company Guarantee is not governed by New Zealand law, under any equivalent legislation); and
(d) not contain any provisions inconsistent with the requirements of this clause 4.2.
Parent Company Guarantees. (A) In consideration for the mutual rights and obligations of the parties under this agreement:
(i) the Vodafone Guarantor hereby unconditionally and irrevocably guarantees to the Liberty Global Shareholder the due and punctual payment by the Vodafone Shareholder of all amounts payable by it under or pursuant to this agreement and agrees to indemnify the Liberty Global Shareholder against all liabilities, losses, proceedings, claims, damages, costs or expenses that it may suffer as a result of any failure or delay by the Vodafone Shareholder to pay any amount when due. The liability of the Vodafone Guarantor under this agreement or any other document referred to in it shall not be released or diminished by any variation of the terms of this agreement (whether or not agreed by the Vodafone Guarantor), any forbearance, neglect or delay in seeking performance of the obligations hereby imposed or any granting of time for such performance; and
(ii) the Liberty Global Guarantor hereby unconditionally and irrevocably guarantees to the Vodafone Shareholder the due and punctual payment by the Liberty Global Shareholder of all amounts payable by it under or pursuant to this agreement and agrees to indemnify the Vodafone Shareholder against all liabilities, losses, proceedings, claims, damages, costs or expenses that it may suffer as a result of any failure or delay by the Liberty Global Shareholder to pay any amount when due. The liability of the Liberty Global Guarantor under this agreement or any other document referred to in it shall not be released or diminished by any variation of the terms of this agreement (whether or not agreed by the Liberty Global Guarantor), any forbearance, neglect or delay in seeking performance of the obligations hereby imposed or any granting of time for such performance.
(B) If and whenever a Shareholder (a “Defaulting Shareholder”) defaults for any reason whatsoever in the payment of any amount payable under or pursuant to this agreement, the relevant Guarantor shall forthwith upon demand unconditionally pay (or procure payment of) the amount in regard to which such default has been made in the manner prescribed by this agreement and so that the same benefits shall be conferred on the other Shareholder (the “Non-defaulting Shareholder”) as would have been received if such payment had been duly and promptly made by the Defaulting Shareholder.
(C) With respect to each Guarantor, this guarantee is to be a continuing guarantee and accor...
Parent Company Guarantees. 20.2.1 The DBO Contractor shall obtain and deliver to the Owner, on or prior to the execution of this Agreement, a parent company guarantee from Parent Company, to jointly and severally guarantee the performance of the DBO Contractor’s obligations hereunder (the “Parent Company Guarantee”). Such Parent Company Guarantee shall be substantially in the form of Appendix 25 hereto. Such Parent Company Guarantee shall be subject to the limits of liability set forth in subsection 24.2.
20.2.2 Notwithstanding any of the provisions of this Agreement, in the event of any breach of this Agreement by the DBO Contractor the Owner shall have immediate recourse against the Parent Company under its Parent Company Guarantee and the exercise of any of the Owner’s rights shall not be deemed to be a waiver of any of the Owner’s rights under this Agreement.
Parent Company Guarantees. Each Party shall provide to the other a guarantee of its and its Affiliates' obligations under this Agreement and any Project Implementation Agreement in a form mutually agreeable to the Parties and their respective corporate counsels. The Parties agree to exchange annually their audited financial statements. Each Party agrees to promptly inform the other of any material adverse change in its financial condition since the date of any audited financial statement furnished hereunder.
Parent Company Guarantees guarantees the 9.8.1 By its signature hereto, Danish Crown hereby unconditionally and irrevocably due andlimely performance by Seller of all its obligations under or arising out of or in connection with this Agreement. irrevocably 9.
Parent Company Guarantees. In consideration of FNS and FIT entering into this Agreement with IE, IEH hereby guarantees to FNS and FIT as principal obligor the full and due performance by IE of all IE's obligations under this Agreement (including without limitation any obligation to pay damages or other compensation for any breach of this Agreement). In consideration of IE entering into this Agreement with FNS, FIT hereby guarantees to IE as principal obligor the full and due performance by FNS of all FNS' obligations under this Agreement (including without limitation any obligation to pay damages or other compensation for any breach of this Agreement).
Parent Company Guarantees. PART E - INFRACO COLLATERAL WARRANTY TO TIE ................................................. PART F - SUB-CONTRACTOR COLLATERAL WARRANTY............................................. SCHEDULE PART 9 DISPUTE RESOLUTION PROCEDURE........................................................... SCHEDULE PART 10 DISPUTE RESOLUTION PROCEDURE PANEL ........................................... SCHEDULE PART 11 REQUIRED INSURANCES.............................................................................. SCHEDULE PART 12 KEY PERSONNEL............................................................................................ SCHEDULE PART 13 THIRD PARTY AGREEMENTS...................................................................... SCHEDULE PART 14 DESIGN REVIEW & DESIGN MANAGEMENT PLAN................................ SCHEDULE PART 15 PROGRAMME .................................................................................................. SCHEDULE PART 16 TRAM SUPPLY AGREEMENT ....................................................................... SCHEDULE PART 17 TRAM SUPPLY - NOVATION AGREEMENT............................................... SCHEDULE PART 18 TRAM SUPPLY - COLLATERAL WARRANTY IN FAVOUR OF TIE ....... SCHEDULE PART 19 TRAM MAINTENANCE AGREEMENT......................................................... SCHEDULE PART 20 TRAM MAINTENANCE - NOVATION AGREEMENT ................................ SCHEDULE PART 21 TRAM MAINTENANCE - COLLATERAL WARRANTY IN FAVOUR OF TIE............................................................................................................................................................ SCHEDULE PART 22 SDS AGREEMENT ........................................................................................... SCHEDULE PART 23 SDS NOVATION AGREEMENT ..................................................................... SCHEDULE PART 24 SDS COLLATERAL WARRANTY IN FAVOUR OF TIE.............................. SCHEDULE PART 25 SPARE PARTS .................................................................................................. SCHEDULE PART 26 TIE OBLIGATIONS .......................................................................................... SCHEDULE PART 27 ASSET PROTECTION AGREEMENT AND BRIDGE AGREEMENT ......... SCHEDULE PART 28 CERTIFICATES ................................................................................................ SCHEDULE PART 29 TIE AND CEC POLICIES............................................
Parent Company Guarantees. 20.1 Perstorp guarantees the performance by JV Holdings prior to Completion and Perstorp GmbH, Perstorp France and Components Belgium of all of their respective obligations under or pursuant to this Agreement and the Shareholders Agreement (including any documents of transfer or otherwise entered into pursuant to the terms of this Agreement and the Shareholders Agreement).
20.2 The Purchaser guarantees the performance by any Subsidiary of Purchaser to whom Purchaser assigns or delegates any of its rights or obligations under or pursuant to this Agreement and the Shareholders Agreement (including any documents of transfer or otherwise entered into pursuant to the terms of this Agreement and the Shareholders Agreement).
20.3 The liability of Perstorp and the Purchaser under their respective guarantees under Sections 20.1 and 20.2 respectively shall not be discharged or impaired by any amendment to or variation of this Agreement, any release of or granting of time or other indulgence to any party hereto or any third party or any other act, event or omission which but for this Section would operate to impair or discharge the liability of Perstorp or the Purchaser under their respective guarantees. AS WITNESS this Agreement has been signed on behalf of the parties the day and year first before written. PERSTORP AB By: /s/ Mats Tuner Name: Title: in the presence of:
