Guarantees and Other Security Clause Samples

The "Guarantees and Other Security" clause establishes the requirement for one party to provide additional assurances, such as guarantees or collateral, to secure its obligations under the agreement. This may involve a third party guaranteeing performance or the provision of assets as security, such as a bank guarantee or a charge over property. The core function of this clause is to reduce the risk of non-performance or default by ensuring that the party receiving the guarantee has recourse to additional resources if the other party fails to meet its commitments.
Guarantees and Other Security. 15.2.1 Developer delivered to TxDOT security in the amount of $10 million in the form of [insert description of security provided in accordance with Proposal], in accordance with the terms of the RFP. At all times during the term of this Agreement, Developer shall maintain such security in full force and effect (or replacement security meeting the requirements of Section 15.2.3), provided that the amount of such security shall be subject to adjustment in accordance with Sections 15.2.2 and 15.2.3. 15.2.2 TxDOT shall have the right to require Developer to provide additional security for the payment and performance of Developer’s obligations in connection with any Facility Implementation Plan. Developer shall deliver such additional security to TxDOT within 30 days after receipt of TxDOT’s written notice requesting the additional security. 15.2.3 Prior to approval of the Master Development Plan, the security required under Section 15.2.2 and this Section 15.2.3 shall be in the amount of (a) $10 million, plus (b) the aggregate amount of the caps on liability set forth in all Facility Implementation Plans. After the approval of the Master Development Plan, the security required hereunder shall be in the amount of (a) the greater of (i) $5 million or (ii) the estimated cost of the Technical Support Services and the Update Work required for the remainder of the Term, plus (b) the aggregate amount of the caps on liability set forth in all Facility Implementation Plans. Security required under this Agreement may include one or a combination of the following, as selected by Developer with the prior written approval of TxDOT, which as to items (a) through (c) below will not be unreasonably withheld: (a) One or more Guarantees (or additional Guarantees, as the case may be). Each such Guaranty shall be in the form of Form T to the RFP. Each Guaranty must be provided by a parent corporation, or a shareholder of the Financially Responsible Entity or of a joint venturer, partner or equity member of Developer. The Guarantor must be acceptable to TxDOT. Changes of or additions to the shareholders, joint venturers, partners or equity members of Developer may be made in order to provide the required Guarantees, provided that the same does not constitute a material adverse change in Developer’s financial condition; (b) Pledge and delivery to TxDOT of certificates of deposit, cash and/or marketable securities as security for performance on such terms and conditions as are acce...
View SourceView Similar (5)
Guarantees and Other Security. Purchaser shall discharge and terminate guarantees and other security delivered by Seller or other group affiliates (with the exception of the STOXX Companies) for the benefit of any STOXX Companies. Seller agrees to deliver to Purchaser at the latest 20 calendar days prior to Closing Date a correct and complete list of all such guarantees and other security. If Purchaser fails to discharge or terminate any guarantees or other security delivered by Seller and, as a result thereof, Seller is held liable under any guarantee or other security that has not been discharged or terminated, Purchaser shall place Seller in the position in which Seller would have been, had all guarantees and security been discharged and terminated as agreed.
View Source

Related to Guarantees and Other Security

  • Adjustments and Other Rights The Exercise Price and the number of Shares issuable upon exercise of this Warrant shall be subject to adjustment from time to time as follows; provided, that if more than one subsection of this Section 13 is applicable to a single event, the subsection shall be applied that produces the largest adjustment and no single event shall cause an adjustment under more than one subsection of this Section 13 so as to result in duplication:

  • Debts, Guaranties and Other Obligations The Borrower shall not, and shall not permit any of its Subsidiaries to, create, assume, suffer to exist, or in any manner become or be liable in respect of, any Debt except: (a) Debt of the Borrower and its Subsidiaries under the Loan Documents; (b) Debt under customary insurance premium financing arrangements entered into in the ordinary course of business provided that the outstanding principal amount of such Debt shall not exceed $1,500,000; (c) Debt in the form of obligations for the deferred purchase price of Property or services incurred in the ordinary course of business which are not yet due and payable or are being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP have been established; (d) Debt secured by the Liens permitted under paragraph (b) of Section 6.01 in an aggregate amount not to exceed $3,000,000 at any time; (e) Debt under Hydrocarbon Hedge Agreements which are not prohibited by the terms of Section 6.14; provided that (i) such Debt shall not be secured, other than such Debt owing to Swap Counterparties which are secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) the deferred premium payments associated with such Hedge Contracts shall be limited to the deferred premium payments for put option contracts which are secured under the Loan Documents; provided that, the aggregate outstanding amount of such deferred premium payments shall not exceed $500,000; (f) Debt consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of the Borrower in connection with the operation of the Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties; (g) Debt of the Borrower or any Guarantor owing to the Borrower or to any other Guarantor; provided that such Debt is subordinated to the Obligations on terms acceptable to the Administrative Agent in its sole discretion; (h) Debt that constitutes a renewal, refinancing or extension of any Debt referred to clause (d) of this Section 6.02; provided that (i) no Lien existing at the time of such renewal, refinancing or extension shall be extended to cover any property not already subject to such Lien, and (ii) the principal amount of any Debt renewed, refinanced or extended shall not exceed the amount of such Debt outstanding immediately prior to such renewal, refinancing or extension; (i) Debt under the Series A Preferred Shares; provided that, (A) other than the extension of the maturity date thereof, the terms, conditions and provisions of such Debt (including but not limited to, the subordination terms thereof) shall not be amended, supplemented, restated or otherwise modified in any way that could be reasonably determined to be adverse to the Lenders without the consent of the Majority Lenders, and (B) the amount of such Debt shall not increase other than as a result of dividend payments which have been added to the principal amount thereof as elected by certain holders of the Series A Preferred Shares; and (j) Other unsecured Debt in an aggregate amount outstanding at any time not to exceed $500,000.

  • Guarantees, Loans, Advances and Other Liabilities Except as contemplated by this Indenture or the Basic Documents, the Issuer shall not make any loan or advance or credit to, or guarantee (directly or indirectly or by an instrument having the effect of assuring another's payment or performance on any obligation or capability of so doing or otherwise), endorse or otherwise become contingently liable, directly or indirectly, in connection with the obligations, stocks or dividends of, or own, purchase, repurchase or acquire (or agree contingently to do so) any stock, obligations, assets or securities of, or any other interest in, or make any capital contribution to, any other Person.

  • Relation to Other Security Documents The provisions of this Agreement shall be read and construed with the other Loan Documents referred to below in the manner so indicated.

  • Transfers and Other Liens; Additional Shares The Pledgor agrees that he will not (i) sell or otherwise dispose of, or grant any option with respect to, any of the Pledged Collateral, or (ii) create or permit to exist any lien, security interest, or other charge or encumbrance upon or with respect to any of the Pledged Collateral, except for the security interest under this Agreement.