First Demand Bank Guarantee definition

First Demand Bank Guarantee means the first demand bank guarantee for an amount of Euro 1,500,000 issued by Unicredit in the Agreed Form; “Flagship” has the meaning given in Recital (A); “Flagship Shares” means the shares representing 100% of Flagship’s corporate capital; “Independent Accountants” means the accountants to be appointed by the President of Ordine Dottori Commercialisti di Milano upon request of the most diligent Party; “Initial Purchase Price” means Euro 12,500,000; “Insolvency Act” means the English law Insolvency Xxx 0000 as amended and supplemented from time to time; “Investors” has the meaning given in Clause 14.2; “Joint Instructions” means the written instructions jointly given by the Sellers and the Purchaser to Unicredit to act at Completion as an escrow agent in the interest of both Parties in the Agreed Form; “Loan Agreements” means the loan agreements between (i) Mediocredito Regionale Xxxxxxxx (currently Banca Intesa S.p.A.) and Snoline dated 30 May 1997, (ii) Credito Artigiano S.p.A. and Finlombarda – Finanziaria per lo Sviluppo della Lombardia S.p.A., on one side, and Snoline, on the other side, dated 24 May 2002, (iii) Banca Intesa S.p.A. and Snoline dated 29 June 2005 and (iv) Banca Popolare di Bergamo S.p.A. and Snoline dated 30 January 2004; “Material Adverse Effect” means any change, effect or set of circumstances (including, but not limited to, any breach of covenant, breach or inaccuracy of any representation or warranty contained in this agreement) relating to the Companies (regardless of whether foreseeable at the time of the Parties’ execution of this agreement) that, individually or in the aggregate, is materially adverse to the Companies, provided that the liability or the reduction in the value of the Companies caused by such material adverse effect has, or will have, a value equal to or greater than Euro 1,200,000 in the aggregate; “New First Demand Guarantee” has the meaning given in Clause 7; “Pro-forma Financial Statements” means Snoline’s pro-forma interim financial statements as of 30 September 2006 attached to the present Contract as Schedule 13. “Properties” means [the properties shortly described in schedule 4 and includes every part of each of them] and “Property” means any one of them; “Purchase Price” means the Initial Purchase Price adjusted pursuant to clause 6; “Purchaser” has the meaning given in the heading; “Purchaser’s Group” means any entity that, at the time of the determination, directly or indirectly, through one or mor...
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First Demand Bank Guarantee means a guarantee delivered by a reputable international bank, reasonably acceptable to the Purchaser, to cover all obligations of the Sellers pursuant to this Agreement. The First Demand Bank Guarantee shall be issued at the latest on the Closing Date and shall be limited to the amount of € 39,000,000.00 (in words: Euro thirty nine million). The Guarantee shall be enforceable for a period of three years and three months from the Closing Date. If at such Date there are unresolved disputes between the Parties, the First Demand Bank Guarantee will be extended, in the value of the dispute between the Parties, until final resolution of the dispute between the Parties.
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First Demand Bank Guarantee. Means the Bank Guarantee foreseen in Clause 16.1
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Examples of First Demand Bank Guarantee in a sentence

  • Any term of this First Demand Bank Guarantee may be amended or waived only with the written consent of both Parties and any such amendment or waiver will be binding on all Parties.

  • Subject to Section 2.8 (c), the Purchaser shall deposit in the Escrow Account on the Closing Date (i) a maximum of thirty three million (€33,000,000) euros of the Purchase Price (the “Escrow Amount”), to be paid pursuant to Section 2.2 to the Sellers other than the Sellers having delivered a First Demand Bank Guarantee pursuant to Section 2.8 (c), less (ii) the amount guaranteed by the First Demand Bank Guarantee.

  • The Issuing Bank further acknowledges that its obligations under this First Demand Bank Guarantee being autonomous and independent do not constitute a surety obligation (cautionnement).

  • With respect to transfers and assignments made as considered above, this First Demand Bank Guarantee will not be deemed to be entered into in consideration of the identity of the Beneficially (“intuitu personae”).

  • The Sellers’ Representative shall have the power to authorize deliveries from the Escrow Account, the Tax Escrow Account and any payments to the Purchaser under the First Demand Bank Guarantee, as well as to consent or agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to, such claims.

  • The First Demand Bank Guarantee shall be effective for a two-year period starting from Completion (the Final Date).

  • The Issuing Bank acknowledges that it has no right to require the Beneficiary to first proceed against or enforce any other rights or security or claim payment from any other person before making a demand under this First Demand Bank Guarantee.

  • All obligations of the Sellers pursuant to this Agreement shall be covered by the First Demand Bank Guarantee (“Aval a primer requerimiento”), to be provided by Sellers substantially in the form set out in Schedule 16.1.


More Definitions of First Demand Bank Guarantee

First Demand Bank Guarantee has the meaning ascribed to it in Clause 3.3.2.
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First Demand Bank Guarantee means the first demand bank guarantee for an amount of Euro 1,500,000 issued by Unicredit in the Agreed Form;
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First Demand Bank Guarantee shall have the meaning set forth in Section 2.8.
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Related to First Demand Bank Guarantee

  • Bank Guarantee means an irrevocable and unconditional undertaking by a trading bank approved by the Council to pay the Development Contribution amount on demand without an expiry or end date and containing terms and conditions acceptable to Council and in accordance with clause 9 of this Agreement;

  • Performance Bank Guarantee means the irrevocable unconditional bank guarantee to be submitted by the successful bidder as per the RfS.

  • Extended Letter of Credit has the meaning given that term in Section 2.3.(b).

  • Facility Letter of Credit means a Letter of Credit issued by the Issuer pursuant to Section 2.2.

  • Letter of Credit Facility means, at any time, an amount equal to the amount of the Issuing Bank’s Letter of Credit Commitment at such time, as such amount may be reduced at or prior to such time pursuant to Section 2.05.

  • Performance Bank Guarantee/ Security Deposit means interest free amount to be deposited by the Contractor with NMRC as per terms and conditions of Contract Agreement as a security against the performance of the Contract agreement

  • Auto-Extension Letter of Credit has the meaning specified in Section 2.03(b)(iii).

  • LOC means the entity awarded the Championships and entering into this Agreement, having executed the Attached Bid.

  • Facility LC Application is defined in Section 2.19.3.

  • Standby Letter of Credit Agreement means the Standby Letter of Credit Agreement relating to the issuance of a Standby Letter of Credit in the form from time to time in use by the L/C Issuer.

  • Replacement Letter of Credit means any letter of credit issued pursuant to a Replacement Revolving Facility.

  • Acceptable Letter of Credit means a clean, unconditional, irrevocable letter of credit issued by a Wisconsin bank or any other financial institution acceptable to the commissioner which renews on an annual basis for a 3–year term unless written notice of non- renewal is given to the commissioner and the limited service health organization at least 60 days prior to the renewal date.

  • Request for Letter of Credit means a written request for a Letter of Credit substantially in the form of Exhibit D, together with the standard form of application for letter of credit used by the applicable Issuing Bank, signed by a Senior Officer of the applicable Borrower and properly completed to provide all information required to be provided therein.

  • Evergreen Letter of Credit has the meaning set forth in Section 2.01.

  • Facility Letter of Credit Obligations means, as at the time of determination thereof, all liabilities, whether actual or contingent, of the Borrower with respect to Facility Letters of Credit, including the sum of (a) the Reimbursement Obligations and (b) the aggregate undrawn face amount of the then outstanding Facility Letters of Credit.

  • Commercial Letter of Credit means any letter of credit which is a commercial letter of credit issued in respect of the purchase of goods or services by the Borrower or any of its Subsidiaries.

  • Irrevocable letter of credit means an irrevocable letter on the financial institution’s standard form containing a request that the party to whom it is addressed pay the bearer or a person named therein money as a result of failure to perform or fulfill all the covenants, undertakings, terms, conditions and agreements contained in a contract.

  • U.S. Letter of Credit means any letters of credit issued or to be issued by the U.S. Issuing Bank under the U.S. Subfacility for the account of the U.S. Borrowers pursuant to Section 2.13.

  • Letter of Credit Obligation means, as of any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit on such date (if any Letter of Credit shall increase in amount automatically in the future, such aggregate amount available to be drawn shall currently give effect to any such future increase) plus the aggregate Reimbursement Obligations and Letter of Credit Borrowings on such date.

  • Letter of Credit means any letter of credit issued pursuant to this Agreement.

  • Auto-Renewal Letter of Credit has the meaning specified in Section 2.03(b)(iii).

  • Dollar Letter of Credit means a Letter of Credit denominated in Dollars.

  • Letter of Credit Guaranty means one or more guaranties by the Administrative Agent in favor of the L/C Issuer guaranteeing or relating to the obligations of the Borrower to the L/C Issuer under a reimbursement agreement, Letter of Credit Application or other like document in respect of any Letter of Credit.

  • Facility Letter means the facility letter and the other letters of offer or other letters which may from time to time be issued by the Bank to the Borrower in relation to the Facilities.

  • Increasing Lender has the meaning specified in Section 2.18(b).

  • Financial Letter of Credit means any Letter of Credit other than a Performance Letter of Credit.