Undertakings of the Guarantor Sample Clauses

Undertakings of the Guarantor. 1. The Guarantor shall be liable for true, complete and valid financial report and other relevant documents and information. 2. In case that the Debtor fails to perform its obligations under the Principal Contract, the Guarantor undertakes that it, of its own free will, will exercise the guaranty obligation. 3. When the Guarantor fails to perform his guaranty obligation under this agreement, the Creditor is entitled to withdraw relevant sum from any account of the Guarantor. 4. The Guarantor shall notice the Creditor in writing within 5 days from the occurrence of the following events: (1) Any change to the ownership, top management or any amendment to Memorandum and Article of Associations, or any adjustment to organizations for the Guarantor; (2) Cease of production, cease of business, cancellation of business registration or revocation of business license; (3) Deterioration of financial status, encountering great operation difficulties or involved in big litigation or arbitration issues. (4) Any Change to name, residence, legal representative, contact information of the Guarantor. (5) The Guarantor involved in any matters that will negatively affect the benefits of the Creditor. 5. The Guarantor shall notify the Creditor 15 days in advance in a written form and obtain written consent from the Creditor before it undertakes any of the following actions: (1) The Guarantor changes its capital structure or operation mechanism, including but not limited to contracting, renting, remolding with the stock system, joint operation, merger, take-over, de-merger, joint venture, asset transfer, applying for business cease for internal rectification purpose, applying for dissolution, applying for bankruptcy. (2) If the Guarantor provide guaranty for benefit of a third party or use its main capital directly or indirectly to set up mortgage or pledge guarantee for benefit of itself or a third party, and such is likely to negatively influence the Guarantor’s capacity to perform its obligations under this agreement. 6. In case that the Debtor provides security upon a real right, the Guarantor agrees to perform its guaranty responsibility hereof prior to such security upon real right.
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Undertakings of the Guarantor. The Guarantor acknowledges and agrees that during the subsistence of this Guarantee Agreement:
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Undertakings of the Guarantor. 1. The Guarantor undertakes not to permit that at any time during this Guaranty: (a) the ratio of (x) Consolidated EBITDA for any period of four consecutive Fiscal Periods of the Guarantor to (y) Consolidated Interest Charges for such period to be less than 2.5 to 1.0; provided that, for purposes of calculating the preceding ratio the contribution of any Subsidiary of the Guarantor acquired (to the extent the acquisition is treated for accounting purposes as a purchase) during those four Fiscal Periods to Consolidated EBITDA shall be calculated on a pro forma basis as if it had been a Subsidiary of the Guarantor during all of those four Fiscal Periods. (b) the Consolidated Tangible Net Worth at the end of any Fiscal Period to be less than the sum of (i) USD 991,445,000, plus (ii) 50 % of Consolidated Net Income (without taking into account any losses incurred in any Fiscal Year of the Guarantor) for each Fiscal Year of the Guarantor ended on or after December 28, 2002. HENGELER MXXXXXX BNP / Ingram GMRTSA Update The accounting terms used in bold type for the calculation of the ratios under l.(a) and 1 .(b) above (the “Financial Ratios”) shall have the meaning ascribed to them in Exhibit 3 hereto. 2. The Guarantor undertakes to provide the Agent with its annual consolidated audited accounts for each of its fiscal year (and for the first time for the fiscal year ended on December 28, 2002) no later than 90 days after the end of each subsequent fiscal year.
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Undertakings of the Guarantor. 6.1 COMPLETION UNDERTAKING
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Undertakings of the Guarantor. 1.1 The Guarantor is entitled to issue this Guarantee according to § 1 (4) of the Interbank Market Support Act (Interbankmarktstärkungsgesetz) of 26 October 2008 (Federal Law Gazette I No. 136/2008), adopted in connection with § 66 of the Act on Federal Budgets (Bundeshaushaltsgesetz) of 4 April 1986, as amended (Federal Law Gazette No. 213/1986 in the current version No. 20/2008). 1.2 The intent and purpose of this Guarantee is to ensure that in the case of default by the Issuer in the punctual payment of any amounts payable under the Notes on the respective due date (however subject to any applicable grace period according to the conditions of issue of the Notes annexed hereto (the "Conditions of Issue")) the Guarantor shall, upon written demand by any holder of a Note (a "Noteholder") according to Xxxxxx 3 hereof, pay or procure to be paid such amounts payable in accordance with the Conditions of Issue. 1.3 The Guarantor hereby unconditionally and irrevocably guarantees for the benefit of the Noteholders the due and punctual payment of the amounts payable by the Issuer in accordance with the Conditions of Issue. To the extent that the rights and obligations under this Guarantee are determined or specified by reference to the Conditions of Issue, only the version of the Conditions of Issue annexed hereto shall be relevant. Neither changes and amendments of the Conditions of Issue nor other agreements between the Issuer and Noteholder(s) which are not evident from the Conditions of Issue annexed hereto, have any effect on the rights and obligations of the Guarantor under this Guarantee. 1.4 The Guarantee is irrevocable and unconditional, irrespective of value, genuineness, validity, or enforceability of the Notes and the Guarantor waives the right of set-off and counterclaim in relation to the claims of any Noteholder under the Guarantee. 1.5 The obligations of the Guarantor under this Guarantee are independent from and irrespective of the obligations of the Issuer to fulfil its payment obligations under the Notes. The Guarantor is not entitled to raise any objections or defences which the Issuer may have in respect of its payment obligations under this Guarantee. 1.6 The obligations of the Guarantor under this Guarantee constitute direct, unsecured and unsubordinated obligations of the Guarantor, ranking at least pari passu with all other unsecured and unsubordinated obligations of the Guarantor, except for obligations ranking in priority pursuant to man...
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Undertakings of the Guarantor. The undertakings in the clause 10 remain in force from the date of this Deed for so long as any amount is outstanding to any of the Finance Parties under the Finance Documents or any Commitment is in force.
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Undertakings of the Guarantor. So long as the Guarantee is outstanding, the Guarantor shall: (a) send to the CEB its audited financial statements, in case not published on the Guarantor’s website, not later than one hundred and twenty (120) days from the end of the relevant financial year; (b) promptly inform the CEB if the Guarantor intends to cease or ceases to own directly or indirectly one hundred per cent (100%) of the Borrower’s shares and voting rights; (c) deliver to the CEB from time to time, any other information on its financial position likely to have a detrimental effect on its ability to perform its obligations under the Guarantee or as the CEB may reasonably request; and (d) notify the CEB of any legislative or regulatory change, any material amendments to its administrative regulations (Fi: hallintosääntö), or of any event which may have a material adverse effect on the validity or enforceability of its obligations under the Guarantee or on its capacity to perform its obligations hereunder.
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Undertakings of the Guarantor. (a) The undertakings in this Clause 6 shall remain in force from the date of this Guarantee for so long as any obligation hereunder remains outstanding. (b) The Guarantor shall promptly obtain, comply with and do all that is necessary to maintain in full force and effect any Authorisation required under any law or regulation to enable it to perform its obligations under this Guarantee. (c) The Guarantor represents and warrants to Gavi that: (i) it has full power and authority to enter into, perform and deliver this Guarantee and the transactions contemplated herein; (ii) this Guarantee has been duly authorised, executed and delivered by it and constitutes valid and legally binding obligations of it and enforceable against it in accordance with its terms; (iii) all actions required to be taken (including the obtaining of any Authorisation) for the entry by it into this Guarantee, the carrying out of the other transactions contemplated herein, or the compliance by it with the terms hereof, as the case may be, have been taken and any Authorisations are in full force and effect; (iv) its execution and performance of this Guarantee, the consummation of the transactions herein contemplated and compliance with the terms hereof do not: (a) conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any indenture, trust deed, mortgage or other agreement or instrument to which it is a party or by which it or any of its properties is bound; (b) conflict with or breach any provision of its constitutional documents; or (c) infringe any existing applicable law, rule, regulation judgment, order or decree applicable to it or any international treaty convention or agreement to which it is a part or by which it is bound, except where such conflicts or infringement would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Guarantor’s condition, financial or otherwise; (v) no action, suit, proceeding, litigation or dispute against the Guarantor is presently taking place or pending or, to its knowledge, threatened nor is there subsisting any judgement or award given against the Guarantor before any court, arbitral tribunal or other body that, in either case, might have a material adverse effect on the ability of the Guarantor to perform any of its obligations under this Guarantee; and (vi) pursuant to the agreement establishing the Inter-American Development Bank, the member countri...
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Related to Undertakings of the Guarantor

  • Covenants of the Guarantor (a) The Guarantor will not, and will not permit any Subsidiary Guarantor to, create or permit to exist any Lien upon any property or assets, including Equity Interests issued by the Issuer or any Subsidiary Guarantor, in order to secure any Indebtedness of the Guarantor, the Issuer or such Subsidiary Guarantor without providing for the Guaranteed Securities to be equally and ratably secured with (or prior to) any and all such Indebtedness and any other Indebtedness similarly entitled to be equally and ratably secured, for so long as such Indebtedness is so secured; provided, however, that this restriction will not apply to, or prevent the creation or existence of: (i) purchase money liens or purchase money security interests upon or in any property acquired by the Guarantor, the Issuer or such Subsidiary Guarantor in the ordinary course of business to secure the purchase price or construction cost of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property or construction of improvements on such property; (ii) Liens existing on property acquired by the Guarantor, the Issuer or such Subsidiary Guarantor at the time of its acquisition, provided that such Liens were not created in contemplation of such acquisition and do not extend to any assets other than the property so acquired; (iii) Liens securing Funded Debt recourse for which is limited to specific assets of the Guarantor, the Issuer or such Subsidiary Guarantor created for the purpose of financing the acquisition, improvement or construction of the property subject to such Liens; (iv) the replacement, extension or renewal of any Lien permitted by clauses (i) through (iii) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in the direct or indirect obligor) of the Indebtedness secured thereby; (v) Liens upon or with respect to margin stock; (vi) to the extent constituting Liens on Indebtedness, the rights of the parties to the Cash Sweep and Credit Support Agreement and the Management Services Agreement to borrow cash from the Guarantor or any Subsidiary; (vii) Liens securing Funded Debt of the Issuer or such Subsidiary Guarantor (including Indebtedness pursuant to the Existing Credit Agreement and the Existing Term Loan Agreements (including any secured Hedging Obligations)) that ranks no more senior in right of payment (irrespective of such Liens) than pari passu with the Guaranteed Securities; provided that as of the date of incurrence of any such Funded Debt, and after giving effect thereto, the aggregate principal amount of all Funded Debt of the Issuer or such Subsidiary Guarantor then outstanding that is secured by Liens granted by the Issuer and the Subsidiary Guarantors or any of them shall not exceed the greater of (a) $1,000,000,000 and (b) the amount that would cause the OpCo Secured Leverage Ratio to exceed 4.0:1.0; and (viii) any other Liens (other than Liens described in clauses (i) through (vii) above, if the aggregate principal amount of the indebtedness secured by all such Liens and security interests (without duplication) does not exceed in the aggregate $10,000,000 at any one time outstanding; provided that (x) the aggregate principal amount of the indebtedness secured by the Liens described in clauses (i) through (iii) above, inclusive, shall not exceed the greater of the aggregate fair value, the aggregate purchase price or the aggregate construction cost, as the case may be, of all properties subject to such Liens and (y) in no event shall the Issuer or any of its Subsidiaries create or permit to exist any Lien on the Equity Interests of NextEra Canadian Holdings.

  • Further Agreements of the Company and the Guarantors The Company and each of the Guarantors jointly and severally covenant and agree with each Initial Purchaser that:

  • The Guarantor The Guarantor is hereby made a party to the Indenture.

  • Covenants of the Company and the Guarantors In further consideration of the agreements of the Initial Purchasers contained in this Agreement, the Company and the Guarantors, jointly and severally, covenant with each Initial Purchaser as follows: (a) To furnish to you in New York City, without charge, prior to 3:00 p.m. New York City time on the business day next succeeding the date of this Agreement and during the period mentioned in Section 6(c), as many copies of the Final Memorandum and any supplements and amendments thereto as you may reasonably request. (b) Before amending or supplementing either Memorandum, to furnish to you a copy of each such proposed amendment or supplement and not to use any such proposed amendment or supplement to which you reasonably object. (c) If, during such period after the date hereof and prior to the date on which all of the Securities shall have been sold by the Initial Purchasers, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Final Memorandum in order to make the statements therein, in the light of the circumstances when the Final Memorandum is delivered to a purchaser, not misleading, or if, in the opinion of counsel for the Initial Purchasers, it is necessary to amend or supplement the Final Memorandum to comply with applicable law, forthwith to prepare and furnish, at its own expense, to the Initial Purchasers, either amendments or supplements to the Final Memorandum so that the statements in the Final Memorandum as so amended or supplemented will not, in the light of the circumstances when the Final Memorandum is delivered to a purchaser, be misleading or so that the Final Memorandum, as amended or supplemented, will comply with applicable law. (d) To endeavor to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as you shall reasonably request. (e) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Company's and the Guarantors' counsel and the Company's, Storm's and EnCana's accountants in connection with the issuance and sale of the Securities and all other fees or expenses in connection with the preparation of each Memorandum and all amendments and supplements thereto, including all printing costs associated therewith, and the delivering of copies thereof to the Initial Purchasers, in the quantities herein above specified, all expenses in connection with the qualification of the Securities for offer and sale under state securities laws as provided in Section 6(d) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Initial Purchasers in connection with such qualification and in connection with the preparation of the Blue Sky or legal investment memorandum, (ii) any fees charged by rating agencies for the rating of the Securities, (iii) the fees and expenses, if any, incurred in connection with the admission of the Securities for trading in PORTAL, (iv) the costs and charges of the Trustee and (v) the costs and expenses of the Company and the Guarantors relating to investor presentations on any "road show" undertaken in connection with the marketing of the offering of the Securities, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and the Guarantors, travel and lodging expenses of the representatives and officers of the Company and the Guarantors and any such consultants, and the cost of any aircraft chartered in connection with the road show. It is understood, however, that except as provided in this Section, Section 8, and the last paragraph of Section 10, the Initial Purchasers will pay all of their costs and expenses, including fees and disbursements of their counsel, transfer taxes payable on resale of any of the Securities by them and any advertising expenses connected with any offers they may make. (f) None of the Trust, its Affiliates or any person acting on its or their behalf (other than the Initial Purchasers) will sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in the Securities Act) which could be integrated with the sale of the Securities in a manner which would require the registration under the Securities Act of the Securities. (g) Not to solicit any offer to buy or offer or sell the Securities by means of any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act. (h) While any of the Securities remain "restricted securities" within the meaning of the Securities Act, to make available, upon request, to any seller of such Securities the information specified in Rule 144A(d)(4) under the Securities Act, unless the Trust is then subject to Section 13 or 15(d) of the Exchange Act. (i) If requested by you, to use their commercially reasonable efforts to permit the Securities to be designated PORTAL securities in accordance with the rules and regulations adopted by the National Association of Securities Dealers, Inc. relating to trading in the PORTAL Market. (j) None of the Trust, its Affiliates or any person acting on its or their behalf (other than the Initial Purchasers) will engage in any directed selling efforts (as that term is defined in Regulation S) with respect to the Securities, and the Trust, its Affiliates and each person acting on its or their behalf (other than the Initial Purchasers) will comply with the offering restrictions requirement of Regulation S. (k) During the period of two years after the Closing Date, the Trust will not, and will not permit any of its Affiliates to resell any of the Securities which constitute "restricted securities" under Rule 144 that have been reacquired by any of them. (l) Not to take any action prohibited by Regulation M under the Exchange Act in connection with the distribution of the Securities contemplated hereby.

  • Delivery of the Funding Agreement and the Guarantee The Trust hereby authorizes the Custodian, on behalf of the Indenture Trustee, to receive the Funding Agreement from Principal Life and the Guarantee from PFG pursuant to the assignment of the Funding Agreement and Guarantee (the “Assignment”), to be entered into on the Original Issue Date, included in the closing instrument dated as of the Original Issue Date (the “Closing Instrument”).

  • Indemnification of the Company and the Guarantors Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each Guarantor, each officer of the Company or a Guarantor who signed the Registration Statement, each of their respective directors and each person, if any, who controls the Company or any Guarantor within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, any Guarantor, any officer of the Company or a Guarantor who signed the Registration Statement or any such director or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein; and to reimburse the Company, any Guarantor and each such director or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by the Company, any Guarantor or such director or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. Each of the Company and the Guarantors hereby acknowledges that the only information that the Underwriters through the Representatives have furnished to the Company expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the eleventh paragraph (beginning “Neither we nor any of the underwriters...”) under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 7(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

  • RECITALS OF THE COMPANY AND THE SUBSIDIARY GUARANTORS The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its unsecured debentures, notes or other evidences of indebtedness (herein called the “Securities”), to be issued in one or more series as in this Indenture provided. The Company and the Subsidiary Guarantors are members of the same consolidated group of companies. The Subsidiary Guarantors will derive direct and indirect economic benefit from the issuance of the Securities. Accordingly, each Subsidiary Guarantor has duly authorized the execution and delivery of this Indenture to provide for its full, unconditional and joint and several guarantee of the Securities to the extent provided in or pursuant this Indenture. All things necessary to make this Indenture a valid agreement of the Company, in accordance with its terms, have been done.

  • Guarantor In the event that there is a guarantor of this Lease, said guarantor shall have the same obligations as Lessee under this Lease.

  • New Guarantors The Parent Guarantor covenants and agrees that if any Subsidiary of the Parent Guarantor that is not a Guarantor becomes a Relevant Guarantor, then within 30 days of such Subsidiary becoming a Relevant Guarantor, the Parent Guarantor shall cause such Relevant Guarantor to also become a Subsidiary Guarantor (each, a “New Guarantor”) of all amounts due and owing on the Outstanding Securities by having the New Guarantor, the Issuer and the Trustee delivering a New Guarantor Supplemental Indenture within such 30 days, provided that such New Guarantor’s Guarantee may contain any limitation required under the laws of the jurisdiction in which it is organized, or which are substantially similar to the limitations contained in such other new guarantees given by the New Guarantor in relation to the Specified Indebtedness giving rise to its status as a Relevant Guarantor. Upon execution and delivery by the New Guarantor of its New Guarantor Supplemental Indenture and any other documents provided for in this Section 1010, the New Guarantor shall be a Guarantor for the purposes of this Indenture (and shall be deemed to be added to the list of Guarantors contained in Schedule 1 hereto) and for purposes of all amounts due and owing on all Outstanding Securities. In connection therewith, (i) the rights and obligations of such New Guarantor and the restrictions imposed upon it under this Indenture shall be the same in all respects as if the New Guarantor had been an Original Guarantor and (ii) the rights and obligations and restrictions imposed upon the other Guarantors shall be the same in all respects as if the New Guarantor had been an Original Guarantor.

  • Additional Subsidiary Guarantors Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, the Company will cause any domestic Wholly Owned Subsidiary of the Company that becomes a Subsidiary after the date the Securities of a series are first issued hereunder to become a Subsidiary Guarantor as soon as practicable after such Subsidiary becomes a Subsidiary. The Company shall cause any such Wholly Owned Subsidiary to become a Subsidiary Guarantor with respect to the Securities by executing and delivering to the Trustee (a) a supplemental indenture, in form and substance satisfactory to the Trustee, which subjects such Person to the provisions (including the representations and warranties) of this Indenture as a Subsidiary Guarantor and (b) an Opinion of Counsel to the effect that such supplemental indenture has been duly authorized and executed by such Person and such supplemental indenture and such Person’s obligations under its Subsidiary Guarantee and this Indenture constitute the legal, valid, binding and enforceable obligations of such Person (subject to such customary exceptions concerning creditors’ rights and equitable principles as may be acceptable to the Trustee in its discretion).

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