Parent Company Guaranty. Parent hereby guarantees to and for the benefit of Seller the full and timely performance of the monetary obligations of the Buyer under this Agreement as and when such obligations become due according to the terms hereof (the “Parent Obligations”). Notwithstanding the foregoing:
(a) Parent shall not be required to cause such Parent Obligations to be performed unless and until it receives Seller’s written demand for payment hereunder following the failure of payment by the Buyer.
(b) Parent shall be entitled to assert any and all rights, remedies and defenses which would otherwise be available to Buyer under this Agreement.
(c) Any modification or adjustment of any of the Parent Obligations in accordance with the terms of the Agreement shall not affect the liability of Parent hereunder.
(d) Notwithstanding anything to the contrary herein, Parent’s liability under this Guaranty shall not exceed Buyer’s liability under this Agreement.
(e) This Guaranty shall continue in full force and effect until all of the Parent Obligations have been discharged.
(f) There are no third-party beneficiaries of this Guaranty.
Parent Company Guaranty. 18.1 Contractor will provide a guarantee from its parent corporation Science Applications International Corporation, in the form as provided in Exhibit F.
18.2 LSB Industries, Inc. will provide a guaranty to Contractor, in the form as provided in Exhibit G.
Parent Company Guaranty. Contractor will provide a guarantee from its parent corporation Leidos Inc., in the form as provided in Exhibit G.
Parent Company Guaranty. This Parent Company Guaranty (the “Guaranty”) is made and entered into the day of , 2010 by and between, W&T OFFSHORE, INC., a Texas corporation, with offices at Nine Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000 (“Guarantor”) in favour of TOTAL E&P USA, INC., a company incorporated in Delaware and having an office at 0000 Xxxxxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000 (“TOTAL”). All terms not otherwise defined herein shall have the same meanings ascribed to them in that certain Purchase and Sale Agreement dated April , 2010 by and between TOTAL and Guarantor (the “PSA”).
Parent Company Guaranty. (If applicable)
Parent Company Guaranty. Pursuant to Article 11.5 of this Agreement, Developer has provided the following Parent Company Guaranties to the Authority as Security for the CTOAFs in the amount of $3,494,501: • Parent Company Guaranty, dated Dec. 14, 2020, from Eversource Energy in favor of the Authority; and • Parent Company Guaranty, dated Dec. 15, 2020, from Xxxxxx A/S in favor of the Authority.
Parent Company Guaranty. (If applicable) If a Contractor intends to rely on its Parent Company in some manner while performing on the State Contract, the following clause should be included and completed for the Contractor’s Parent Company to guarantee performance of the Contractor. The guarantor/Contractor’s Parent Company should be named as a party and signatory to the Contract and should be in good standing with SDAT. (Corporate name of Contractor’s Parent Company) hereby guarantees absolutely the full, prompt, and complete performance by (Contractor) of all the terms, conditions and obligations contained in this Contract, as it may be amended from time to time, including any and all exhibits that are now or may become incorporated hereunto, and other obligations of every nature and kind that now or may in the future arise out of or in connection with this Contract, including any and all financial commitments, obligations, and liabilities. (Corporate name of Contractor’s Parent Company) may not transfer this absolute guaranty to any other person or entity without the prior express written approval of the State, which approval the State may grant, withhold, or qualify in its sole and absolute subjective discretion. (Corporate name of Contractor’s Parent Company) further agrees that if the State brings any claim, action, lawsuit or proceeding against (Contractor), (Corporate name of Contractor’s Parent Company) may be named as a party, in its capacity as Absolute Guarantor.
Parent Company Guaranty. (a) To induce Sellers to enter into this Agreement, Parent hereby agrees to cause Buyer to perform all of its obligations as and when due under this Agreement and the Ancillary Documents and hereby further absolutely, unconditionally and irrevocably guarantees to Sellers the due and punctual payment by, and performance and discharge of, all of the obligations of Buyer pursuant to this Agreement and the Ancillary Documents (the “Guaranteed Buyer Obligations”). The liability of Parent as aforesaid shall not be released or diminished by any arrangements or alterations of terms (whether of this Agreement or any other agreement or certificate contemplated hereby) or any forbearance, neglect or delay in seeking performance of the payment obligations hereby imposed or any granting of time for such payment. Parent hereby waives all defenses otherwise available to a guarantor or surety other than Fraud, payment and performance in full, and accord and satisfaction pursuant to a mutually executed instrument, and further waives presentment, demand of performance, any right to require any proceeding first against Buyer, protest, notice and all demands whatsoever in connection with the performance of its obligations hereunder. Parent agrees that it will not, and will cause its Affiliates not to, institute or maintain any Action asserting, or asserting as a defense that, its guaranty hereunder is illegal, invalid or unenforceable in accordance with its terms.
(b) This guarantee is to be a continuing security of Sellers for the Guaranteed Buyer Obligations that may be owed by Buyer. This guarantee shall continue to be effective or be reinstated, as the case may be, if at any time Buyer fails to perform or pay any of the Guaranteed Buyer Obligations. This is a guarantee of performance and payment and not of collection only.
(c) Parent hereby makes, as of the date hereof and as of the Closing Date, the representations and warranties set forth in Section 5.1 (Organization and Power), Section 5.2 (Authority and Enforceability), Section 5.3 (Conflicts) and Section 5.4 (No Litigation) as to itself.
(d) Each Party acknowledges and agrees that this Section 13.18 is an integral and essential part of the Transactions and no Party would have entered into this Agreement, nor would it have entered into the Ancillary Documents, without the benefit of the guaranty set forth in this Section 13.18, and each Party has relied on the execution of this Agreement by Parent as set forth on this...
Parent Company Guaranty. Within twenty-one (21) days after execution of this Agreement by the EPCM Contractor, the EPCM Contractor shall put in place the parent guaranty of EPCM Contractor's parent company, Xxxx Kvaerner ASA, in substantially the form of Schedule 7A-2 (the "Parent Guaranty"), to guarantee EPCM Contractor's performance and obligations under this Agreement. The Parent Guaranty shall be assignable to the project lenders as part of the security package for Project financing. Any re-structuring or other transaction or condition affecting Parent which results in a material decrease in the net worth of the Parent shall constitute a default under this Agreement, unless EPCM Contractor provides within ten (10) days thereafter, a substitute guarantor under the Parent Guaranty with net worth comparable to that of Parent as of the date hereof, that is reasonably acceptable to the Owner and the Senior Lenders. Additionally, the Parent Guaranty shall provide that Parent agrees to be joined in any arbitration proceeding brought under this Agreement pursuant to the provisions of Article 13.
Parent Company Guaranty. 84 7.1. The Guaranty.........................................................................84 7.2. Insolvency Proceedings...............................................................85 7.3.
