Terms of Guarantee. (a) This Guarantee is an unconditional and continuing guarantee of payment and performance, not of collection, and a separate or joint action or actions may be brought and prosecuted against each Guarantor to enforce this Guarantee, irrespective of whether any action is brought against Parent, Merger Sub or any other Person or whether Parent, Merger Sub or any other Person is joined in any such action or actions. Except in the case of the insolvency or bankruptcy, or other similar proceeding, of a Guarantor, the Guaranteed Party shall not release a Guarantor from any obligations under this Guarantee except to the extent the Guaranteed Party offers to release the other Guarantor under this Guarantee under the same terms and conditions and in the same proportion. Notwithstanding anything to the contrary contained in this Guarantee or any other document, the obligations of each Guarantor under this Guarantee to pay monies as provided herein shall be several and not joint. All payments hereunder shall be made in lawful money of the United States, in immediately available funds.
(b) The liability of each Guarantor under this Guarantee shall, to the fullest extent permitted under applicable law, be absolute, irrevocable and unconditional, irrespective of:
(i) the value, genuineness, validity, illegality or enforceability of the Merger Agreement or the letter agreements dated as of the date hereof between each Guarantor and Parent, pursuant to which such Guarantors have agreed to make a certain equity contribution to Parent (the “Equity Commitment Letters”) or any other agreement or instrument referred to herein or therein;
(ii) any release or discharge of any obligation of Parent or Merger Sub contained in the Merger Agreement resulting from any change in the limited partnership or corporate existence, as applicable, structure or ownership of Parent or Merger Sub, or any insolvency, bankruptcy, reorganization, liquidation or other similar proceeding affecting Parent or Merger Sub, or any other Person now or hereafter interested in the transactions contemplated by the Merger Agreement, other than as and if expressly required by Section 2(a), or any of their respective assets;
(iii) any valid amendment or modification of the Merger Agreement, or any change in the manner, place or terms of payment or performance of, any change or extension of the time of payment or performance of, or any renewal or alteration of any Guaranteed Obligation, any escrow arrangement or ...
Terms of Guarantee. Profiles does not provide any guarantee or xxxxxx- xx to Bidders or Buyers, whether express or implied, beyond those expressly provided for in these Conditions of Sale and specifically this Section 10. As set forth below and elsewhere in these Conditions of Sale, Profiles guaran- tees the authorship, origin, period, and culture of each lot in this catalogue in which the catalog’s lot description is printed in a Bold or Capitalized type heading, or as revised or amended by announcement before or during the auction. Except for the Bold and Capitalized headings and subject to the exclusions below, Profiles makes no warranties whatsoever, whether express or implied or by operation of law, with respect to any lots offered or any other material in the catalog. In the event Profiles in its reasonable opinion deems that the conditions of the Guarantee have been satisfied, Profiles shall refund to the original purchaser of record the hammer price plus applicable Buyer’s Premium paid for the lot by the original purchaser of record. This Guarantee shall not apply if: (i) the catalogue description was in accordance with the opinion(s) of generally accepted scholar(s) and expert(s) as of the date of the sale, or the catalogue description indicated that there were conflicting opinions; and/or (ii) the only means to establish that the Authorship was not as described in the Bold or Capitalized head- ing at the date of the sale would have been by method or processes nei- ther generally available nor accepted at such time; unreasonably expensive or impractical to utilize; or likely (in Profiles’ reasonable opinion) to have caused damage and/or loss of value to the lot; and/or (iii) there has been no material loss in the lot’s value from that which was disclosed in the catalog. The term of this Guarantee is five (5) years from the date of this auction. The Guarantee is non-transferrable and non-assignable, and is solely for the benefit of the original purchaser of record. To be eligible to make a claim under this Guarantee, the original purchaser of record must: (i) send written notice to Profiles within ninety (90) days after receiving information that causes the original purchaser of record to question the accuracy in any respect of the Bold or Capitalized type heading, specifying the lot number, date of the auction at which it was purchased and the specific reasons for such question; and (ii) return the lot to Profiles (a) in the same condition as it was when possession w...
Terms of Guarantee. The Supplier hereby represents and guarantees as follows:
(1) The Supplier has the rights of ownership and use of the Products it supplied to the Purchaser free from demand, encumbrances or other action or threats against the Purchaser which would affect the rights of the Purchaser on the Products.
(2) Execution by the Supplier of the Agreement will not breach any of the conditions, obligations, law, regulations or orders in respect of any related contracts.
(3) There is no defect in the Products’ design (other than written designs not entirely based on the technical criteria of the Supplier supplied by the Purchaser), materials and manufacturing techniques and the warranties under this Agreement, technical standard and criteria requirements are fulfilled and the product in use is safe under such requirement.
(4) The Products are able to process, provide, receive and display date data correctly and shall be capable to exchange date data correctly with all other Products.
(5) The Products are brand new without spare parts which are used or repaired and they are imported normally.
(6) The Products do not infringe intellectual property rights of Products parties.
(7) The storage time limit of the Products delivered to the Purchaser has not expired.
(8) The Supplier shall abide by the “Terms on price” and shall not quote prices fraudulently.
(9) The Supplier shall abide by other agreed terms of standards.
Terms of Guarantee. In the event the loan hereunder is guaranteed by a third party, the guarantor agrees to comply with the terms as follows:
Terms of Guarantee. The guarantee shall be issued for opening a customs duty account as instructed by Contractor, subject to the consent of Bank, for a maximum period of one year.
Terms of Guarantee. (1) Guarantee from the seller:
(1.1) the quality of the heavy oil to sell is in accordance with the spec in the attachment.
(1.2) The Seller has authorized its representative to sign the contract. Once effective the contract is law abiding to the seller.
(2) Guarantee from The buyer:
(2.1) The Buyer’s setup followed legal procedure (with natural persons), the buyer remains valid in existence with all relative papers.
(2.2) The Buyer will fulfill its obligations in the contract, will not violate any regulations in its business license, setting-up agreement, articles of corporation, and similar organization documents, and will not violate any relative laws and regulations or authorized rights or approvals by any departments of government.
(2.3) The Seller is responsible for the operation qualification and validity of the transportation company for dangerous chemical cargo.
(2.4) The Buyer has authorized its representative to sign the contract. Once effective the contract is law abiding to the buyer.
Terms of Guarantee. Any Guarantee, indemnity or other obligation provided under this Supplemental Indenture, the Indenture, the Note Guarantees or the Notes by a Guarantor organized or incorporated under the laws of Switzerland (the “Swiss Guarantor”) shall be deemed not to be provided by such Swiss Guarantor to the extent that the same would constitute a breach of the financial assistance prohibitions under Swiss law. Under Swiss law, the following restrictions shall be applicable to the Swiss Guarantor:
(a) Any guarantee, indemnity or other obligation by the Swiss Guarantor under this Counterpart Agreement, the Credit Agreement, or any other Credit Document (the “Restricted Obligations”) and the aggregate use of proceeds from the enforcement of any security interest granted by the Swiss Guarantor shall be limited to the amount of that Swiss Guarantor's Free Reserves Available for Distribution at the time payment is requested or, if such amount is lower than the Swiss Guarantor's Free Reserves Available for Distribution, the maximum amount permitted by Swiss law applicable at the time payment is requested. Such limitations shall only apply to the extent it is a requirement under applicable law (including any case law) at the point in time payment is requested. Such limitation (as may apply from time to time or not) shall not (generally or definitively) free such Swiss Guarantor from payment obligations under this Counterpart Agreement, the Credit Agreement, or any other Credit Document in excess thereof, but merely postpone the payment date therefore until such times as payment is again permitted notwithstanding such limitation. For the purpose of this Section 2, “Free Reserves Available for Distribution” means an amount equal to the maximum amount in which the relevant Swiss Guarantor can make a dividend payment to its shareholder (s) (being the year to date balance sheet profit and any freely disposable reserves available for this purpose, in each case in accordance with applicable Swiss law).
Terms of Guarantee. (Inapplicable)
5.1. An irrevocable letter of guarantee shall be executed by ____________________ in favour of Party A for a maximum amount to secure all the outstanding liabilities owing to Party A by Party B under this Agreement, the obligations and liabilities of which shall be joint and several; and/or
Terms of Guarantee. Guarantor agrees that the Note may be extended or renewed, and the Loan repaid and reborrowed in whole or in part, without notice or notwithstanding any extension, renewal or other alteration of any Note or repayment and reborrowing of the Loan. Guarantor waives presentation of, demand of, payment from and protest of the Note and also waives notice of protest for nonpayment. The obligations of the Guarantor under this Guarantee shall not be affected by, and the Guarantor hereby waives its rights (to the extent permitted by law) in connection with:
(a) the failure of the Lender to assert any claim or demand or to enforce any right or remedy against Borrower under the Note, Loan Agreement or General Security Agreement,
(b) any extension or renewal of any provision of the Note or the Loan Documents,
(c) any rescission, waiver, amendment or modification of any of the terms or provisions of the Loan Documents or any instrument executed pursuant hereto,
(d) the release of any of the security held by the Lender under the Loan Documents,
(e) the failure of Lender to exercise any right or remedy against any other guarantor of the Borrower,
(f) the Lender taking and holding security or Collateral for the payment of the Loan or this Guarantee, any other guaranties of the obligations or other liabilities of the Borrower, and any exchanging, enforcing, waiving and releasing of any such security or collateral,
(g) the Lender applying any such security or Collateral and directing the order or manner of sale thereof as Lender in its discretion may determine, or
(h) the Lender settling, releasing, compromising, collecting or otherwise liquidating the Note and any security or Collateral therefor in any manner determined by the Lender. Guarantor further agrees that this Guarantee constitutes a guarantee of payment when due and not of collection and waives any right to require that any resort be had by the Lender or any other person to any of the security held for payment of the Loan. The obligations of Guarantor under this Guarantee shall not be subject to any reduction, limitation, impairment or termination for any reason, including, without limitation, any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceablility of the Note, discharge of Borrower from the Loan in a bankruptcy or similar proceeding or otherw...
Terms of Guarantee. (a) This Guarantee Agreement is continuing in nature and shall be effective with respect to the full amount of all outstanding Guaranteed Obligations, now existing or hereafter arising or extended. This Guarantee Agreement is a guaranty of prompt and punctual payment and performance and is not merely a guaranty of collection. The Guarantor expressly agrees that this Guarantee Agreement shall continue in full force and effect regardless of any invalidity of any of the Guaranteed Obligations or any agreement or instrument relating thereto or the invalidity or unenforceability of any Transaction Document and whether or not any Guaranteed Obligations are outstanding at any particular time and, to the fullest extent permitted by any applicable Law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 2.2 that the obligations of the Guarantor hereunder shall be, subject to Section 2.1(b),
