Conditions of the Guarantee Clause Samples

The "Conditions of the Guarantee" clause defines the specific requirements and circumstances that must be met for a guarantee to become valid and enforceable. Typically, this clause outlines prerequisites such as the occurrence of a default by the principal debtor, the provision of notice to the guarantor, or the fulfillment of certain contractual obligations. For example, it may state that the guarantor's liability only arises if the borrower fails to pay after a formal demand. The core function of this clause is to clearly establish when and how the guarantee is triggered, thereby protecting both parties by preventing premature or unwarranted claims under the guarantee.
Conditions of the Guarantee. 3.1. For the purposes of the Agreement, the liability of the Guarantor shall be limited to the maximum amount of sum (or its equivalent) specified in Paragraph 2.3 of the Joint Guarantee Agreement (at the commercial rate of the Bank as of the date of settlement of the liability (in parts or in full). 3.2. During the term of effectiveness of the Agreement the Guarantor shall waive his/her/its right to: 3.2.1. Raise the Debtor’s counterclaims against the Bank; 3.2.2. Refuse to satisfy the Bank, whether or not the Debtor has the right to question the Agreement on the Secured Claims underlying his/her/its obligations. 3.2.3. Request to be released from the Guarantee, whether or not: 3.2.3.1. The Debtor’s property status has substantially deteriorated; 3.2.3.2. Repayment from the Debtor has become substantially difficult due to the change of the place of residence or location; 3.2.3.3. The Bank has the ability to demand fulfillment of obligations under the Agreement on the Secured Claims from the Debtor or his/her/its successor/assignee due to the loss of capacity and/or authority of the Debtor, and/or death/bankruptcy/liquidation of the Debtor; 3.2.3.4. The membership of the party/parties to the 3.2.3.5. The Bank transfers the Secured Claims and other claims under the Agreement to other Person (other than the Guarantor); 3.2.3.6. The Bank holds the document having the executive endorsement on execution against the Guarantor.
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Conditions of the Guarantee. For the purposes of the Agreement, the liability of the Guarantor shall be limited to the maximum amount of sum (or its equivalent) specified in Paragraph 2.3 of the Joint Guarantee Agreement (at the commercial rate of the Bank as of the date of settlement of the liability (in parts or in full). During the term of effectiveness of the Agreement the Guarantor shall waive his/her/its right to: Raise the Debtor’s counterclaims against the Bank; Refuse to satisfy the Bank, whether or not the Debtor has the right to question the Agreement on the Secured Claims underlying his/her/its obligations. Request to be released from the Guarantee, whether or not: The Debtor’s property status has substantially deteriorated; Repayment from the Debtor has become substantially difficult due to the change of the place of residence or location; The Bank has the ability to demand fulfillment of obligations under the Agreement on the Secured Claims from the Debtor or his/her/its successor/assignee due to the loss of capacity and/or authority of the Debtor, and/or death/bankruptcy/liquidation of the Debtor; The membership of the party/parties to the Agreement on the Secured Claims changes; The Bank transfers the Secured Claims and other claims under the Agreement to other Person (other than the Guarantor); The Bank holds the document having the executive endorsement on execution against the Guarantor. The Bank: Is entitled to request from the Guarantor settlement of the Secured Claims without the compulsory enforcement efforts against the Debtor and preliminary warning of the Debtor/Guarantor, if the Debtor’s insolvency is evident and/or the debt has been claimed by the Bank ahead of the term and has not been paid; ▇▇▇▇▇, at the Guarantor’s request, provide him/her/it with information regarding the Debtor’s debt; Is entitled to exercise foreclosure on any property or assets of the Guarantor in order to settle the Debtor’s liability. Based on the joint nature of the guarantee, the Parties agree that the reduction of other means of securing the obligation under the Agreement on the Secured Claims shall not affect the Guarantor and cause reduction of the maximum amount of liability of the Guarantor as specified in Paragraph 2.3 of the Joint Guarantee Agreement.
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Conditions of the Guarantee. (a) In the case of local financial institutions, the Guarantee must expressly state that the issuer waives the benefit of excussion contemplated in article 2.383 of the Civil Code. In the case of Guarantees issued by foreign financial institutions, it must express that it is on demand and irrevocable and the benefit of excussion or similar ones must be waived. (b) The performance bond (surety) will not expire due to the lack of payment of the premium or because of unilateral revocation thereof, and its text must state it. (c) If the insurance company or entity that grants the Guarantee establishes any percentage as deductible and makes it effective in the case of a loss, the amount to be cancelled will be assumed by the Sender. (d) The deductions made by the company issuing the Guarantee will be on the Sender’s charge so Cenit shall receive the total amount charged within the insured values.
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Conditions of the Guarantee. (a) In the case of local financial institutions, the Guarantee must expressly state that the issuer waives the benefit of excussion contemplated in article 2.383 of the Civil Code. In the case of Guarantees issued by foreign financial institutions, it must express that it is on demand and irrevocable and the benefit of excussion or similar ones must be waived.
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Conditions of the Guarantee. These Volvo CE terms and conditions, contained in this Guarantee, supersede all previous terms and conditions, amendments, supplements, and other prior statements concerning the rates and conditions of Volvo CE’s Guarantee apply. The conditions constitute the entire agreement between the parties and supersedes all previous agreements and understandings, whether oral or written, between the parties or any agents, affiliates or subcontractors thereof. Any failure to enforce or apply a term, condition, or provision of the Guarantee shall not constitute a waiver of that term, condition or provision or otherwise impair our right to enforce such term, condition or provision in the future. Buyer understands that Volvo CE may extend, terminate, add, delete, change or otherwise modify any or all of this Guarantee at any time, for any reason, and without a duty to provide Buyer notice of any kind.. • Guarantee applies only to Class 1 machine down orders; • Product must be less than 10 years old as measured from the commencement of this Guarantee to take advantage of the Guarantee; • New Products purchased during the Term shall enjoy the Guarantee for one full year from the date of title transfer; • Guarantee applies only to Parts shipped by air freight, at Buyer’s expense; • Parts shipped to Hawaii or Canada, or Parts exceeding 150lbs, or Parts of abnormally large volume will be delivered within 48 hours; • Guarantee only applies to normal, Volvo business days. For example, an order placed on a Friday and delivered the following Monday shall, for the purposes of this Guarantee, be considered to fulfill the 24 hour requirement; • This Guarantee expressly excludes made to order parts, programmable parts, hazardous parts and any other parts which Volvo CE decides to exclude, in its sole discretion; • All orders must be placed by 5pm EDT or they will be considered placed on the next business day; • Guarantee only extends to Buyer (end customer) and specifically excludes any dealer rental fleet or similar; Any claim against Volvo CE which is in any way related to the Guarantee, whether in in contract, tort (negligence or strict liability) or otherwise, Volvo CE’s total liability for all losses, damages or expenses of any kind are limited, unless otherwise prohibited by law, to an amount not exceeding the cost of shipping the Part. Further, any right Buyer may have to damages, refunds, credits, recovery of reliance interests, disgorgement, restitution, injunctive relief, ...
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Conditions of the Guarantee. In order to ensure the payment of any obligations arising under this agreement, such as the principal of the debt, interest, fees, regular penalty and fine, the following guarantees are given to the FINANCIAL AGENTS, being considered an indivisible and single unit in relation to the amount of the debt: 18.1. The BENEFICIARY shall be obliged to deliver to the FINANCIAL AGENTS, prior to the release of the first installment of the credit, the joint and several guarantee of TELECOM ITALIA S.p.a., a corporation headquartered at ▇▇▇ ▇▇▇▇▇ ▇’▇▇▇▇▇▇, ▇▇, ▇▇▇▇, ▇▇▇▇▇, which shall be provided by a separate and specific instrument, referred to as Letter of Guarantee, which shall become an integral part of this Agreement, and which shall be issued in favor of the FINANCIAL AGENTS, duly notarized and bearing a consular stamp, followed by an opinion prepared, on satisfactory terms, at the discretion of the FINANCIAL AGENTS and the BNDES, by the legal counsel appointed by the GUARANTOR and accepted by the FINANCIAL AGENTS and the BNDES, pursuant to which the legality of the guarantor and of the guarantee provided is certified.
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Conditions of the Guarantee. Guaranteed DMC values in Paragraph 3 are based on a typical block concept maintenance program approved by the FAA, covering routine maintenance tasks and their associated non- routine work, as specified in the Airbus Maintenance Planning Document ("Airbus MPD"). The Guaranteed DMC values will be revised by the Seller and the Buyers, subject to mutual agreement, in accordance with the maintenance tasks specified in the A350 Airbus MPD of the Buyers' FAA approved maintenance program developed by the Buyers and based on the Airbus MPD, when finalized and in accordance with the Buyers' organization of, and strategy for A350 Aircraft maintenance. In addition to the adjustments described in Paragraph 4, any changes to the conditions herein will be cause for reevaluation and/or adjustment of the Maintenance Cost Guarantee, including, but not limited to:
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Conditions of the Guarantee. 3.1 The Guarantors hereby irrevocably and unconditionally undertake to pay to the Security Agent, upon the Payment Demand, and in accordance with the conditions set out here below, all sums which the Security Agent may claim hereunder up to a maximum amount of principal of 150,000,000 euro (one hundred fifty million Euro), or the equivalent thereof in another currency, plus any interest, taxes or fiscal charges, duties, expenses, fees, rights, levies, indemnities and damages. 3.2 Any Payment Demand made by the Security Agent to the Guarantors under this Guarantee shall be made by way of a written notification addressed by the Security Agent to the Guarantors, sent in accordance with the provisions set forth in Clause 14 below and having the following content (each a “Notification”): (a) specifying that the Security Agent is making a Payment Demand under this Guarantee; (b) specifying the amount due and payable by the Guarantors as well as the currency of payment of such sums; and (c) providing details of the relevant bank account into which payment should be made, together with relevant instructions as to how payment should be made (if any), (d) it being understood that: (e) the Security Agent shall be under no obligation to provide the Guarantor with any additional document nor to support its claim with any other justification or evidence; and (f) the payment obligation of the Guarantor under this Guarantee is not subject to the accuracy or the merit of any statement, declaration or information contained in any Notification. 3.3 The Guarantor shall make the payment requested in the Notification within two (2) Business Days as from the date of receipt (included) of the relevant Notification and in the currency as requested within the Notification. The Security Agent is entitled to request the payment of any amount in one or several instalments. 3.4 The Guarantors shall ensure that, so long as any of the Bonds are outstanding, but only up to the time all amounts of principal and interest have been placed at the disposal of the Paying Agent, the Issuer is at all times an Affiliate of the Guarantors.
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Related to Conditions of the Guarantee

  • CONDITIONS OF THE OBLIGATIONS OF THE COMPANY The obligations of the Company to sell and deliver the portion of the Shares required to be delivered as and when specified in this Agreement are subject to the conditions that at the Closing Date or the Option Closing Date, as the case may be, no stop order suspending the effectiveness of the Registration Statement shall have been issued and in effect or proceedings therefor initiated or threatened.

  • Conditions of the Obligations of the Placement Agent The obligations of the Placement Agent hereunder shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 2 hereof, in each case as of the date hereof and as of each Closing Date as though then made, to the timely performance by each of the Company of its covenants and other obligations hereunder on and as of such dates, and to each of the following additional conditions:

  • Conditions to Obligations of the Buyer The obligation of the Buyer to -------------------------------------- consummate the transactions contemplated by this Agreement is subject to the satisfaction, or waiver by the Buyer, of the following conditions on or prior to the Closing: (a) the Company shall have obtained all of the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, as may be required by or with respect to the Company in connection with the transactions contemplated by this Agreement, including, without limitation, those referred to in CLAUSE 2.30 of the Disclosure Schedule; (b) the representations and warranties of the Stockholder set forth in Clause SECOND and Clause THIRD hereof shall be true and correct; (c) no action, suit or proceeding shall be pending or threatened by or before any Governmental Entity wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) affect adversely the right of the Buyer to own, operate or control any of the assets or operations of the Company, and no such judgment, order, decree, stipulation or injunction shall be in effect; (d) the Stockholder shall have delivered to the Buyer the stock certificates representing the Shares, in each case duly endorsed or with duly executed stock powers attached; (e) the Company shall have delivered a certificate, executed by the Secretary of the Company, attaching and certifying as to: (i) the charter documents (estatutos sociales) of the Company and (ii) the resolutions of the Board of Directors of the Company required to authorize this Agreement. (f) to the extent reasonably available in the applicable jurisdiction, the Company shall have delivered certificates of appropriate governmental officials in each jurisdiction in which the Company or the Stockholder is incorporated, resident or required to qualify to do business as a foreign corporation, as to the due qualification (including tax) of the Company or Stockholder, as the case may be, in each such jurisdiction; (g) the Buyer shall have received from Mexican counsel to the Stockholder an opinion as to the matters described in Exhibit 5.1. g) hereto, dated as of the Closing Date; (h) the Company shall have delivered the original corporate minute books of the Company; (i) the signatories to each of the bank accounts of the Company shall have been changed as per the Buyer's instructions; (j) the Buyer or its designee shall have entered into an Employee Agreement with ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇; (k) the Stockholder shall have delivered to the Buyer a certificate (in each case without regard to any qualification as to knowledge or materiality set forth in any representation or warranty) to the effect that each of the conditions specified in clauses (a), (b), (c), and (d), of this Clause 5.1 has been satisfied in all respects; and (l) the Stockholder shall have delivered to the Buyer a certificate that establishes the share distribution of the Company, and indicating that no other person other than the Stockholder owns or has any right upon the Shares.

  • Conditions to Obligations of the Company The obligation of the Company to effect the Merger is also subject to the satisfaction or waiver by the Company at or prior to the Effective Time of the following conditions:

  • Conditions to Obligations of the Parties The obligations of Buyer, Tribune and ▇▇▇▇▇▇▇▇ to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or waiver (such waiver to be granted by Buyer and ▇▇▇▇▇▇▇▇ (including on behalf of Tribune) as it relates to Sections 10.01(a), (b) and (c) below, and by Buyer, ▇▇▇▇▇▇▇▇ and Tribune, solely as it relates to Section 10.01(d) below, in each case, if permitted by Law), at or prior to the Closing, of each of the following conditions: (a) No provision of any applicable Law and no Order shall be in effect which has the effect of making the transactions contemplated hereby illegal or otherwise prohibits the consummation of the Closing. (b) The FCC Consent and the HSR Clearance, if any, shall have been granted or obtained and be effective. (c) Solely in the event that ▇▇▇▇▇▇▇▇ agrees to divest KSTU and KCPQ (collectively, the “Covered Stations”) in order to obtain the DOJ’s approval of the Merger, the execution by the DOJ of the DOJ Consent Decree with respect to the sale of the Covered Stations to Buyer pursuant to this Agreement or if the DOJ otherwise consents in writing with respect to such sale of the Covered Stations to Buyer. For the avoidance of doubt, if for any reason the divestiture of the Covered Stations is not required by the DOJ as a condition to the DOJ’s approval of the Merger, then the foregoing consent of DOJ shall not be a condition to the sale of the Covered Stations under this Agreement, and such Covered Stations shall be subject only to those conditions applicable to all Stations pursuant to the terms and subject to the conditions of this Agreement. (d) The conditions to the Tribune Closing shall have been satisfied or waived (except for any conditions that by their nature can only be satisfied at or as of the Tribune Closing, which conditions will be satisfied or waived at the Tribune Closing) and the Tribune Closing shall have occurred or shall be scheduled to occur immediately following the Closing.