Security and Guarantee Clause Samples
The 'Security and Guarantee' clause establishes the requirement for one party to provide collateral or a form of assurance to secure its obligations under the agreement. This may involve pledging assets, providing a bank guarantee, or arranging a third-party guarantor to ensure performance or payment. By requiring such security, the clause protects the other party from potential losses if the obligated party defaults, thereby reducing financial risk and increasing confidence in the transaction.
Security and Guarantee. The Parties may agree at any time to grant or provide and potentially segregate, any security or guarantee in respect of all or any of the Transactions.
Security and Guarantee. The Guarantees and security interests to be provided in connection with the Credit Agreement will be given in accordance with the security and guarantee principles set out in this Exhibit N (the “Security and Guarantee Principles”). This Exhibit N addresses the manner in which the Security and Guarantee Principles will impact the Guarantees and security interests proposed to be taken; provided, that for the avoidance of doubt, (i) under no circumstances shall a security interest be granted in any property or assets that constitute an Excluded Asset, (ii) any obligation to grant a security interest hereunder shall be subject to the definition of Excluded Asset and (ii) shall be qualified entirely by, and subject to, the definition of “Excluded Assets.” The Security and Guarantee Principles embody recognition by all parties that there may be certain legal and practical difficulties in obtaining Guarantees and security interests from all Guarantors in every non-U.S. jurisdiction in which Guarantors are incorporated and/or it has been agreed that Guarantees and security interests will be granted. In particular with respect to such Guarantors:
Security and Guarantee. 15.1 Despite anything to the contrary contained herein or any other rights which the Seller may have howsoever:
(a) where the Purchaser and/or the Guarantor (if any) is the owner of land, realty or any other asset capable of being charged, both the Purchaser and/or the Guarantor agree to mortgage and/or charge all of their joint and/or several interest in the said land, realty or any other asset to the Seller or the Seller’s nominee to secure all amounts and other monetary obligations payable under these terms and conditions. The Purchaser and/or the Guarantor acknowledge and agree that the Seller (or the Seller’s nominee) shall be entitled to lodge where appropriate an absolute caveat, which caveat shall be withdrawn once all payments and other monetary obligations payable hereunder have been met.
(b) should the Seller elect to proceed in any manner in accordance with this clause and/or its sub-clauses, the Purchaser and/or Guarantor shall indemnify the Seller from and against all the Seller’s costs and disbursements including legal costs on a solicitor and own Purchaser basis.
(c) the Purchaser and/or the Guarantor (if any) agree to irrevocably nominate constitute and appoint the Seller or the Seller’s nominee as the Purchaser’s and/or Guarantor’s true and lawful attorney to perform all necessary acts to give effect to the provisions of this clause 15.1.
15.2 The Guarantor guarantees to the Seller the due and punctual payment of all moneys and performance by the Purchaser of all of its obligations under the Agreement. This guarantee shall be continuing and shall not be discharged by the winding up of the Purchaser and shall bind the successors and legal personal representatives of the Guarantor.
Security and Guarantee. (1) An equity pledge agreement would be entered into between the Lessee, the shareholders of the Lessee and the Lessors, in relation to pledging of all the shares of the Lessee to the Lessors.
(2) An unlimited personal guarantee must be provided by the major beneficial owner of the Lessee.
Security and Guarantee. (a) All obligations of each Borrower and the Guarantors under this Agreement and all other Loan Documents shall be secured in accordance with the Collateral Documents.
(b) All obligations of each Borrower under this Agreement, and all other Loan Documents shall be unconditionally guaranteed by each Guarantor pursuant to the Guarantees.
Security and Guarantee. Any Security Document is not (once entered into) in full force and effect or any Security Document does not (once entered into) create in favour of the Trustee for the benefit of the Debentureholders which it is expressed to create fully perfected with the ranking and priority it is expressed to have or the Security Interest created pursuant to the Security Documents (once entered into) is, in the opinion of the Trustee, in jeopardy.
Security and Guarantee. The security of the federal republic and of the Greek Cypriot and Turkish Cypriot federated states will be guaranteed.
Security and Guarantee. (a) All obligations of each Borrower and the Guarantors under this Agreement and all other Loan Documents shall be secured in accordance with the Collateral Documents.
(b) All obligations of each Borrower under this Agreement, and all other Loan Documents shall be unconditionally guaranteed by each Guarantor pursuant to the Guarantees, except that Suzorite Mica Products Inc. and any other non-US Subsidiary of the US Borrower will guarantee the obligations of the Company under this Agreement only.
Security and Guarantee. As security for and to guarantee the full and timely payment of the principal and interest on the Notes, open account credit for the purchase of merchandise, and all other indebtedness, sums due, expenses, advances or 2 liabilities of the Borrower to the Lenders, whether now existing, created hereby or hereafter arising (individually and collectively the "INDEBTEDNESS"):
a. The Borrower shall duly execute and deliver, or have executed and delivered, to the Lenders, Security Agreements in the forms attached hereto as EXHIBITS "B-1", "B-2" AND "B-3" (the "SECURITY AGREEMENTS") and a sufficient quantity of Financing Statements pursuant to the Uniform Commercial Code, each in form and substance satisfactory to the Lenders and its counsel, covering all of the assets of Borrower more specifically described thereon, wherever located and whether now owned or hereafter acquired by the Borrower and any proceeds thereof, and shall additionally deliver to Lenders mortgages each in form and substance satisfactory to Lenders or their counsel, executed by Borrower, upon the real property set forth on EXHIBIT "C" hereto (the "Mortgages").
b. The Borrower shall cause to be duly executed and delivered to the Lenders guarantees of the Borrower's Indebtedness to the Lenders and the performance of all agreements, covenants, representations and warranties hereunder and under any other agreement or understanding between Lenders and Borrower (including but not limited to a Product Purchase Agreement dated October 25, 1995 (the "Product Purchase Agreement") , a copy of which is attached hereto as EXHIBIT "D".
c. The Lenders will, at Borrower's sole cost and expense, cause all instruments and documents given as security pursuant to this Agreement to be duly recorded and/or filed in all places necessary, in the reasonable opinion of the Lenders or Lenders' counsel, to perfect and protect the Notes, any liens, Mortgages or security interests of the Lenders in the property covered thereby. The Borrower hereby authorizes the Lenders to file any financing statement in respect of any security interest created pursuant to the Agreement which may at any time be required or which, in the reasonable opinion of the Lenders, may at any time be desirable although the same may have been executed only by the Lenders, or, at the option of the Lenders, to sign such financing statement on behalf of the Borrower and file the same, and the Lenders hereby irrevocably designates the Lenders, its agent, ...
Security and Guarantee. 52. The security of the federal republic and of the Greek Cypriot and Turkish Cypriot federated states will be guaranteed.
53. The demilitarization of the federal republic remains an objective.
54. The 1960 Treaties of Guarantee and of Alliance continue in force and will be supplemented in a document to be appended as set out below.
55. The Treaty of Guarantee will ensure the independence and territorial integrity of the federal republic and exclude union in whole or in part with any other country and any form of partition or secession; ensure the security of the Greek Cypriot and the Turkish Cypriot federated states; and ensure against the unilateral change of the new constitutional order of the federal republic by either community.
56. A numerical balance of Greek and Greek Cypriot troops and equipment on the one hand and of Turkish and Turkish Cypriot troops and equipment on the other hand will be achieved within months after the overall framework agreement has been approved by the two communities in separate referenda.
57. A timetable will be established for the further reduction to an agreed level of the Greek Cypriot and the Turkish Cypriot units and for the withdrawal of all non-Cypriot forces not provided for under the Treaty of Alliance. This timetable will be fully implemented prior to the establishment of the federal republic and in phases parallel to the implementation of the programme of action set out in the appendix.
58. The Treaty of Alliance will provide for the stationing in