Primary Obligations This Guaranty is a primary and original ------------------- obligation of Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions until full and final payment in cash (or other consideration acceptable to Foothill in its sole discretion and agreed to by Foothill) of the Guarantied Obligations and the termination of all commitments of Foothill to extend Credit to Debtor or Guarantor. Guarantor agrees that it is directly, jointly and severally with any other guarantor of the Guarantied Obligations, liable to Guarantied Party, that the obligations of Guarantor hereunder are independent of the obligations of Debtor or any other guarantor, and that a separate action may be brought against Guarantor, whether such action is brought against Debtor or any other guarantor or whether Debtor or any other guarantor is joined in such action. Guarantor agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Guarantied Party of whatever remedies it may have against Debtor or any other guarantor, or the enforcement of any lien or realization upon any security Guarantied Party may at any time possess. Guarantor agrees that any release which may be given by Guarantied Party to Debtor or any other guarantor shall not release Guarantor. Guarantor consents and agrees that Guarantied Party shall be under no obligation to marshal any property or assets of Debtor or any other guarantor in favor of Guarantor, or against or in payment of any or all of the Guarantied Obligations.
Primary Obligation This Agreement is a primary and original obligation of each Borrower and shall remain in effect notwithstanding future changes in conditions, including any change of law or any invalidity or irregularity in the creation or acquisition of any Obligations or in the execution or delivery of any agreement between Bank and any Borrower. Each Borrower shall be liable for existing and future Obligations as fully as if all of all Credit Extensions were advanced to such Borrower. Bank may rely on any certificate or representation made by any Borrower as made on behalf of, and binding on, all Borrowers, including without limitation Disbursement Request Forms, Borrowing Base Certificates and Compliance Certificates.
Statutory Obligations Nothing in this Agreement shall be construed to modify, eliminate or detract from the statutory responsibilities and obligations of the Employer except that the exercise of its rights in the furtherance of such statutory obligations shall not be in conflict with the provisions of this Agreement.
Guaranty of the Obligations Subject to the provisions of Section 7.2, Guarantors jointly and severally hereby irrevocably and unconditionally guaranty to Administrative Agent for the ratable benefit of the Beneficiaries the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) (collectively, the “Guaranteed Obligations”).
Covenant to Guarantee Obligations (a) If at any time on or after the Closing Date, (i) any Subsidiary is or becomes (x) the issuer or co-issuer of, or borrower or guarantor under, any series of U.S. debt securities or any U.S. syndicated credit facility, (y) the guarantor of any series of debt securities or any syndicated credit facilities of Parent or (z) the issuer or co-issuer of, or borrower or guarantor under, any series of debt securities or any syndicated credit facility other than as described in clauses (x) and (y), but only to the extent that, in each case, such Subsidiary is not an Excluded Person or (ii) any Person is or becomes a direct or indirect parent entity of the Company that holds any material assets (other than the Equity Interests of the Company or a parent entity of the Company) or owes any material liabilities, whether by formation, acquisition, redomiciliation or otherwise, Parent shall, at Parent’s expense, as soon as reasonably practicable (and in no event more than 30 days (or such longer period as the Administrative Agent shall agree)) following (A) in the case of clause (i)(z) above, a written request from the Administrative Agent therefor and (B) otherwise, such Person becoming issuer, co-issuer, borrower or guarantor or such formation, acquisition or redomiciliation, as applicable, to cause such Person to (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement and (ii) upon the reasonable request of the Administrative Agent, deliver to the Administrative Agent such other customary documentation reasonably requested by the Administrative Agent, which in any event will not require the delivery of any documentation other than those that are substantially similar to the applicable documents delivered under Sections 3.01(d), (e), (g) and (h) (and appropriate local counsel opinions substantially similar in scope to those delivered on the Closing Date, if applicable).
(b) At any time after the Closing Date, Parent and the Administrative Agent may agree that any Subsidiary of Parent may guarantee the obligations of any Guarantor hereunder by delivering to such Guarantor and the Administrative Agent such customary documentation reasonably requested by the Administrative Agent including, without limitation, favorable opinions of counsel to such Subsidiary or Parent.
Unconditional Purchase Obligations Not, and not permit any Subsidiary to, enter into or be a party to any contract for the purchase of materials, supplies or other property or services if such contract requires that payment be made by it regardless of whether delivery is ever made of such materials, supplies or other property or services.
Statutory Obligations and Regulations D1 Prevention of Corruption 19 D2 Prevention of Fraud 20 D3 Discrimination 21 D4 The Contracts (Rights of Third Parties) Act 1999 21 D5 Environmental Requirements 21 D6 Health and Safety 21
Litigation and Contingent Obligations There is no litigation, arbitration, governmental investigation, proceeding or inquiry pending or, to the knowledge of any of their officers, threatened against or affecting the Borrower or any of its Subsidiaries which could reasonably be expected to have a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Loans. Other than any liability incident to any litigation, arbitration or proceeding which could not reasonably be expected to have a Material Adverse Effect, the Borrower has no material contingent obligations not provided for or disclosed in the financial statements referred to in Section 5.4.
Delivery Obligations (a) The Seller shall Deliver to the Purchaser, not later than the 5th Business Day following the Determination Date for each Lot (the “Delivery Deadline”), Finished Cobalt in an amount equal to the Payable Cobalt in respect of the Parcel from which such Lot was produced (the “Delivery Amount”); provided that where such Lot is comprised of Off-Spec Material, the Seller shall provide the Purchaser with prompt (and in any event prior to the initial Delivery Deadline) written notice (an “Off-Spec Material Notice”) of the existence of such Off-Spec Material and the Delivery Deadline for such Delivery Amount shall be as follows:
(i) to the extent that the Seller is able to Deliver some or all of the Delivery Amount using Finished Cobalt held on the date of the Off- Spec Material Notice by any Vale Affiliate in inventory in a Warehouse located in [REDACTED: Commercially Sensitive], the Delivery Deadline in respect of such portion of the Delivery Amount shall be not later than the 5th Business Day following the Determination Date for the relevant Lot;
(ii) thereafter, to the extent that the Seller is able to Deliver some or all of any remaining portion of the Delivery Amount using Finished Cobalt held on the date of the Off-Spec Material Notice by any Vale Affiliate in inventory in a Warehouse located in [REDACTED: Commercially Sensitive], the Delivery Deadline in respect of such portion of the Delivery Amount shall be not later than the 10th Business Day following the Determination Date for the relevant Lot; and
(iii) thereafter, in respect of the balance of the Delivery Amount (the “Delivery Balance”), if any, the Delivery Deadline shall be not later than the 15th Business Day following the Determination Date for the relevant Lot, subject to Section 2.2(c). Notwithstanding the foregoing, to the extent that the Seller grants or has granted a permitted Stream Equivalent Transaction required to be settled in physical cobalt to any Person other than the Purchaser, the Seller shall use its available Finished Cobalt inventory (and any other Finished Cobalt that it is able to acquire) to satisfy its delivery obligations to the Purchaser and to such other Person(s) proportionately to their respective cobalt stream percentages or similar interests in cobalt.
(b) The Seller shall ensure that the Vale Affiliates maintain, at all times, an inventory of at least [REDACTED: Commercially Sensitive] tonnes of Finished Cobalt ([REDACTED: Commercially Sensitive]) in one or more Warehouses located in [REDACTED: Commercially Sensitive], provided that where the Vale Affiliates have drawn on such inventory of Finished Cobalt to meet the Seller’s Delivery obligations to the Purchaser in accordance with Section 2.2(a)(i) and any other permitted Stream Equivalent Transactions granted by the Seller that are required to be settled in physical cobalt, the Vale Affiliates shall have up to 45 days after the date of the relevant Delivery to restore such inventory of Finished Cobalt to at least [REDACTED: Commercially Sensitive] tonnes. Notwithstanding the foregoing, the Vale Affiliates shall not be required to maintain any inventory of Finished Cobalt for so long as any increase to the Stream Percentage in accordance with Section 5.3 is in effect.
(c) [REDACTED: Commercially Sensitive].
(d) No later than 15 Business Days following the end of each calendar quarter, the Seller shall conduct an updated Metal Balance Determination in respect of all Lots in respect of which Deliveries of Finished Cobalt were made (or required to be made) by the Seller to the Purchaser in accordance with Section 2.2(a) within such calendar quarter and shall determine the quantity of Minerals processed at Long Harbour over the period of processing attributed to such Lots (the “Quarterly Parcel”). The Seller shall calculate the Payable Cobalt in respect of such Quarterly Parcel as if it were a Parcel and to the extent that the aggregate Payable Cobalt in respect of the Quarterly Parcel is greater or less than the Finished Cobalt actually Delivered (or required to be Delivered) by the Seller to the Purchaser during such calendar quarter in respect of such Lots, the Seller shall (subject to Section 2.2(e)) reduce or increase, as the case may be, the amount of the next following Delivery of Finished Cobalt (the “Subject Delivery”) to account for such difference (a “Delivery Adjustment”); provided that:
(i) where the amount of such Subject Delivery is required to be increased by an amount of Finished Cobalt (the “Top-Up Amount”) pursuant to a Delivery Adjustment, the Top-Up Amount shall be calculated in accordance with the following formula: Top-Up Amount = A x (B/C) where: “A” is the number of pounds of Finished Cobalt by which (a) the number of pounds of Payable Cobalt calculated in respect of the Quarterly Parcel exceeds (b) the Finished Cobalt actually Delivered (or required to be Delivered) to the Purchaser during the relevant calendar quarter;
Surety Obligations No Borrower or Subsidiary is obligated as surety or indemnitor under any bond or other contract that assures payment or performance of any obligation of any Person, except as permitted hereunder.
