Guaranteed Amount Clause Samples
The Guaranteed Amount clause establishes a minimum sum that one party is assured to receive under the terms of an agreement, regardless of certain variables or outcomes. Typically, this clause applies in contexts such as employment contracts, service agreements, or financial transactions, where it ensures that the recipient will be paid at least the specified amount even if performance targets or revenue thresholds are not met. Its core practical function is to provide financial certainty and security to the beneficiary, thereby reducing risk and clarifying expectations for both parties.
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Guaranteed Amount. (1) The Guarantor hereby undertakes, under the provisions of Article 2321 of the French Civil Code, in consideration of the Guaranteed Obligations, to irrevocably and unconditionally pay to the Beneficiary, upon first demand, made in accordance with the terms and conditions stipulated in Article 2.1 of this Guarantee, all sums requested by the Beneficiary before the expiration date stipulated in Article 2.2 of this Guarantee, for up to a maximum cumulated amount of sixteen millions US Dollars ($16,000,000) (hereinafter, the “Guaranteed Amount”).
(2) The Guarantor acknowledges that it commits itself in the capacity of an autonomous guarantor in accordance with the provisions of Article 2321 of the French Civil Code and that as such, the commitment which is now made is autonomous and totally separate and distinct from the legal relationships existing between the Beneficiary and the Borrower and resulting or which could result directly or indirectly from the Finance Documents. It is therefore expressly agreed that by signing this Guarantee, the Guarantor is prohibited, as a fundamental term of its undertaking, from invoking any nullity, defense, objection, estoppels whatsoever liable to affect the Guaranteed Obligations in order to delay or to avoid the unconditional and immediate performance of this Guarantee and consequently the payment which it is responsible for.
(3) The Beneficiary, will be entitled to deliver by registered letter with acknowledgement of receipt, a payment request notice substantially in the form of the model attached under Schedule 1 of this Guarantee (the “Payment Request Notice”) duly completed and including the amount requested (the “Requested Amount”) under this Guarantee, at any time before the expiration date stipulated in Article 2.2 below.
(4) The payment of the Requested Amount shall be done on first demand, within three (3) French Business Days as from the first presentation of the Payment Request Notice by registered letter with acknowledgement of receipt to the Guarantor sent by the Beneficiary.
(5) If the Guarantor fails to pay any payment which is payable by it under the terms of this Guarantee on its due date, it will owe the Beneficiary interest on arrears, which will apply to the unpaid amount from its due date, up to the date of actual payment at a rate of EONIA plus three (3) percent, it being specified that there shall be no double counting with the default interest payable by the Borrower under the Loan Agreement. A...
Guaranteed Amount. The total amount which may be recovered from the Guarantor under this Agreement and the other Finance Documents shall not exceed the then Guaranteed Amount.
Guaranteed Amount. TWEC will guarantee that the Debtor will receive the sum of $1.8 million as consideration for the disposition of the Assets (hereinafter defined), exclusive of those costs and expenses to be borne by the Debtor, as specified in this Letter Agreement (the “Guaranteed Amount”); provided, however, that the Cost Value (hereinafter defined) of the Debtor’s inventory to be sold in accordance with this Letter Agreement shall be no less than $5.4 million. In the event that the Cost Value of the Inventory (hereinafter defined) is less than $5.4 million, then the Guaranteed Amount will be reduced in an amount equal to one-third of the difference between the Cost Value of the Inventory and $5.4 million. “Cost Value” shall mean, with respect to inventory (the “Inventory”) physically located at the Debtor’s retail stores set forth on Exhibit A attached hereto (the “Stores”) or the Debtors distribution center that is salable in the ordinary course, the cost previously represented to TWEC by Debtor in the cost file submitted by item, except for damaged, defective, display, or rental Inventory where TWEC shall mutually agree upon Cost Value. Prior to the date on which the transactions contemplated hereby are consummated (the “Closing Date”), a physical inventory (the “Physical Inventory”) shall be taken by an independent inventory service jointly designated by the Debtor and TWEC, and the costs of the Physical Inventory shall be paid equally by the Debtor and TWEC; provided, however, that in no event shall Debtor be required to pay in excess of $7,500 in respect of the Physical Inventory. If, in the course of taking the Physical Inventory, any items of Inventory are determined to be non-saleable, such items will be assigned no Cost Value for purposes of calculating the aggregate dollar value of the Inventory. In addition, to the extent that Debtor and TWEC are unable to agree on a Cost Value for damaged, defective, display, or rental Inventory, the Cost Value of such shall be zero. To the extent that the Debtor, with the prior Agreement of TWEC, receives additional Inventory on or before ten days after the Closing Date, such additional Inventory shall be valued in the same manner as the Inventory that was in the Debtor’s possession as of the Closing Date. In addition, TWEC shall post an irrevocable letter of credit in the face amount equal to $139,900.00. In the event that TWEC does not pay amounts due under a Lease as specified herein, Debtor shall be entitled to draw up...
Guaranteed Amount. As additional consideration for the services and obligations of Distributor under this Agreement, TMC guarantees that in each twelve month period (or portion thereof) during the term of this Agreement, beginning on October 1, 2007, Distributor will earn, in addition to the Monthly Management Fee, an amount equal to the greater of (A) [**] multiplied by Distributor’s Product sales for the applicable twelve month period (or portion thereof), measured at then current WAC (the “Guaranteed Amount”), and (B) [**]; provided that (i) for the sole purpose of calculating the Guaranteed Amount, WAC shall be no less than the WAC in effect on the Effective Date, and (ii) the Incremental Margin shall not include any margin associated with special programs or Product inventory supplied to Distributor at a discount that is passed to the Distributor’s customers. In the event that the Incremental Margin is less the Guaranteed Amount for the applicable twelve month period (or portion thereof), Distributor will invoice TMC for the amount of the deficiency within 30 days following the end of such period, and TMC shall pay the invoiced deficiency to Distributor within 30 days after the date of the invoice. The Guaranteed Amount shall be renegotiated on an annual basis, effective October 1, 2008.
Guaranteed Amount. Such amendment shall not require the written consent of any Guarantor or any holder and shall be deemed to have been automatically consented to by each Guarantor and each holder. Each Guarantor agrees that the Guaranteed Obligations may at any time exceed the Maximum Guaranteed Amount without affecting or impairing the obligation of such Guarantor. “Maximum Guaranteed Amount” means as of the date of determination with respect to a Guarantor, the lesser of (a) the amount of the Guaranteed Obligations outstanding on such date and (b) the maximum amount that would not render such Guarantor’s liability under this Guaranty Agreement subject to avoidance under Section 548 of the United States Bankruptcy Code (or any successor provision) or any comparable provision of applicable state law.
Guaranteed Amount. Initially the amount of Fifteen Million Dollars ($15,000,000.00) which shall apply to the last portion or dollars of the Obligations collected by Bank, subject to reduction on a Guaranty Reduction Trigger Date as specified therein. After a Guaranty Reduction Trigger Date, the Guaranteed Amount shall be reduced or eliminated as set forth more fully in paragraph 1.15.
Guaranteed Amount. The Guaranteed Amount for each period during the Term is set out in the following table.
Guaranteed Amount. Auctioneer hereby guarantees that the aggregate amount of the gross proceeds from the sale of the Equipment (“Sale Proceeds”) shall be an amount at least equal to Two Million One Hundred Thousand Dollars ($2,100,000) (the “Guaranteed Amount”). As used herein, “Sale Proceeds” excludes any and all Buyer’s Premium (as that term is defined in Section 9c below).
Guaranteed Amount. (a) Notwithstanding any other provision of this Article VIII, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations under this Article VIII shall not be subject to avoidance under Section 548 of the Bankruptcy Code or to being set aside or annulled under any applicable state law relating to fraud on creditors. In determining the limitations, if any, on the amount of any Guarantor's obligations hereunder pursuant to the preceding sentence, any rights of subrogation or contribution which such Guarantor may have under this Article VIII or applicable law shall be taken into account.
(b) Notwithstanding any provision in this Agreement to the contrary, each Loan Party agrees that any Intercompany Indebtedness of any Guarantor shall be subordinated in right of payment to the Obligations of such Guarantor under this Guaranty and the other Loan Documents to the Lenders.
Guaranteed Amount. Fifteen Million Dollars ($15,000,000.00).