Counter Guarantees definition

Counter Guarantees means each of the counter guarantees, executed by a Counter Guarantor in favour of the Security Agent in the agreed form and Counter Guarantee means any of them.

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Counter Guarantees as defined in Section 8.1 hereof.

Counter Guarantees as defined in Section 8.1 hereof. "Deed of Transfer": as defined in Section 4.1 hereof. "Employees": means all the employees of Speedline and the Subsidiaries as of the date hereof. "Euro": means the currency of the European Union. "Knowledge" or "Seller's Knowledge": means matters actually known by the directors, president, chief executive officer or chief financial officer of the relevant company, as the case may be. "Law" or "Laws": means all statutes, codes, ordinances, decrees, rules, regulations, municipal by-laws, judicial or arbitral or administrative or ministerial or departmental or regulatory judgments, orders, decisions, rulings or awards, or any provisions of such laws, binding on or affecting the Person referred to in the context in which such word is used; and "Law" means any one of them. "Notary": means Ms. Carolien ▇▇▇▇▇▇▇ ▇▇▇▇▇ a civil law notary in Amsterdam, The Netherlands of the firm Lexence, Amsterdam, The Netherlands or such other substitute in Amsterdam, The Netherlands that the Purchaser may recommend and the Seller agree, which agreement shall not be unreasonably denied. "Party" or "Parties": the Purchaser or the Seller or both, as the context may require. 3 <PAGE> "Person": means any natural person, firm, partnership, association, corporation, trust, public body or government. "Purchase Price": as defined in Section 2.2 hereof. "Purchaser Loan": as defined in Article 2.3 hereof. "Purchaser's Representative" means ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, a representative selected by Purchaser to be kept informed of Speedline's and Subsidiaries' day-to-day and ordinary management, as set forth in Article 5; "Remaining Purchase Price" as defined in Section 2.3 (ii) hereof. "Shares": means the registered shares representing the entire outstanding capital and ownership interests in ASW-II. "Speedline": as defined in the recitals to this Agreement. "Subsidiaries": means the direct and indirect subsidiaries of Speedline, as set forth in Annex 6.2. "United States Dollars" or "US$": means the legal currency of the United States of America. "Withdrawal Time Limit": as defined in Article 3 hereof. Article 2

Examples of Counter Guarantees in a sentence

• In case of impossibility to obtain the releases described above, the Purchaser shall provide the Seller with guarantees, performance bonds or fideiussioni acceptable to Seller (in Seller's sole discretion) ("Counter Guarantees") to cover Seller's liability.

• The Purchaser shall use its best efforts to obtain such releases or Counter Guarantees no later than the Closing Date, and in any case, shall indemnify and hold harmless the Seller, or any of the Amcast Affiliates, as the case may be, in case any demand or claim is made to any of them in respect of any obligation before full release is obtained or such Counter Guarantee established.

• The term of the Counter Guarantees will expire on the same expiry date of the Company’s obligation under the Guarantees.

• In view that Joincare will undertake to provide the Counter Guarantees for 33.07% of the obligation of the Company under the Guarantees in favour of the Company which corresponds to its shareholdings in Livzon MAB, the Directors (including independent non-executive Directors) consider that the risk exposure in respect of the Guarantees to the Company is relatively low.

• Forcepoint owns any suggestions, ideas, enhancement requests, feedback, or recommendations relating to the Products.

• Joincare, which indirectly holds 33.07% equity interests of Livzon MAB, will provide to the Company with the Letter of Undertaking for Counter Guarantees, subject to the approval by its shareholders, pursuant to which it will undertake to provide the Counter Guarantees in favour of the Company for any amount payable by the Company in connection with the Guarantees in proportion to its shareholdings in Livzon MAB.

• The Directors consider the Counter Guarantees to be provided to the Company are on normal commercial terms or better for the Group and no security will be provided over the assets of any member of the Group in relation to such Counter Guarantees; therefore, the Counter Guarantees are fully exempted from the requirements of reporting, announcement, annual review and approval of the Independent Shareholders according to Rule 14A.90 of the Hong Kong Listing Rules.

More Definitions of Counter Guarantees

Counter Guarantees means the Bank of Montreal Counter Guarantee and the HSBC Counter Guarantees;