Guarantees and Securities Clause Samples
The Guarantees and Securities clause establishes the obligations of one party (often a guarantor) to provide assurances or collateral to secure the performance or payment obligations of another party under the contract. In practice, this may involve requiring a third party to guarantee repayment of a loan, or mandating the provision of assets such as property or financial instruments as security. The core function of this clause is to reduce the risk for the party receiving the guarantee or security, ensuring that they have recourse if the primary obligor defaults or fails to fulfill their contractual duties.
Guarantees and Securities. 19.1. In order to ensure the Lessee fulfills its obligations as stated in this Agreement, the Lessee will present to the Lessor at the time of signing this Agreement and as a condition for the Lessee entering the Leased Property, an autonomous and unconditional bank guarantee from an Israeli bank, in the amount of Rental Fees and management fees for 4 months plus legal VAT. The guarantee amount will be linked to the consumer price index based on the base index as defined in this Agreement. The guarantee will be extended by the Lessee at least 30 days before the end of the Lease Period. If the Lessee breaches any fundamental obligation applicable to it according to this Agreement and as a result, the Lessor suffers financial damage, the Lessor may contact the bank and demand payment of the amount of the damage caused, and this only after it has given the Lessee written notice in accordance with this Agreement, of its intention to do so with the details of the breach and the possibility to correct the breach within 14 days of receiving notice from the Lessor.
19.2. The Lessee declares and undertakes that it is aware that provision of the aforementioned guarantee does not constitute a waiver and/or infringement of any right of the Lessor, including, and without prejudice to the generality of the foregoing, its right to any other remedy granted to it under this Agreement or under any law.
19.3. 60 days after the end of the Lease Period and on the condition that the Lessee has vacated the Leased Property and paid all the payments applicable to it according to this Agreement, the Lessor will return the guarantee in its entirety and if its realization is not required.
Guarantees and Securities. (i) No guarantees or patronage letters or other securities have been granted or created by third parties (including the Seller) for the benefit of Next Metrology.
(ii) Next Metrology has issued or granted no guarantees or patronage letters and/or created securities in favor of any third party including the Seller.
(iii) There are no off balance-sheet items in the books and records of Next Metrology.
Guarantees and Securities. Any advance payment by the PEA is conditional upon the Contractor submitting an advance payment guarantee for the same amount under terms accepted by the PEA and should not exceed twenty (20) percent of the Contract amount. The PEA may, however, in agreement with KfW, decide to waive this condition depending on the nature or the volume of the Contract and, subject to this being specified in the Tender Documents. A bid security, a performance security and a retention money security in accordance with the usual business practice of the particular sector are generally required in the case of Works, Plant, Goods and Non-Consulting Services Contracts but generally not in the case of Consulting Services Contracts (details and specimen see Appendix 7 and 8).
Guarantees and Securities. 33.1 As a guarantee for the payment of rental fees, the electricity consumption account the municipal taxes, should such not be paid by the Tenant on time, and all the Tenant’s debits pursuant to this agreement, the Tenant will lodge, with the Company, at the time of the signing of this agreement, a check totaling an amount equal to 4 month’s rent together with VAT that will be held in trust at Adv. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ & Co. (hereinafter: “The Trustee”). The trustee will be entitled to transfer the deposit money in full or in part to the Company in the event that it has been proved to the trustee’s satisfaction that the Tenant breached the contract and did not rectify the breach despite a 14 day warning and the Company will be at liberty to use this money to settle the Tenant’s debts (hereinafter: “The Deposit”).
33.2 Any use of the deposit amount as stipulated above obligates the Company to dispatch a prior written warning notification to the Tenant and only if the Tenant has refrained from settling the debt applicable to the Tenant for a period of 14 days after receipt of the warning by the Tenant, the Company will be entitled to make use of the deposit. In the case the use of the deposit monies to settle the debts of the Tenant, the Tenant will supplement the balance of the deposit that has been realized immediately upon receipt of the notification regarding the realizing of the deposit.
33.3 The deposit monies will be invested by the Trustee in the trust account by means of an annual deposit at the International Bank.
33.4 Upon the termination of the rental period and subject to the completion of the debiting of the Tenant pursuant to this agreement, and insofar as no use has been made of the deposit amount, this amount will be refunded to the Tenant, or the balance amount in the case that use was made of the deposit, to which the interest accrued will be added, less the commission regarding handling the deposit.
Guarantees and Securities. 5.1. In order to secure the payment of the loan, the Company shall extend in favor of the Bank the following guarantees and securities:
5.1.1. A first, floating lien, together with Bank Hapoalim, unlimited in sum, over all the property and assets the Company holds at present and shall hold in the future of any type and nature, a first, fixed lien unlimited in sum over the share capital of the Company that has not yet been demanded and/or has been demanded but not yet paid, over the reputation as well as the Company's rights to exemption and/or mitigation and/or discount of taxes in accordance with any law, and a first fixed lien unlimited in sum over all of the securities, Bank Documents and deeds which the Bank holds (hereinafter referred to as the "FLOATING LIEN").
5.1.2. A first, fixed lien, single or together with Bank Hapoalim only, unlimited in sum, over all of the Company's rights in accordance with the Land Sale agreement.
5.1.3. A fixed lien, unlimited in sum, over all of the Company's rights to the supplies listed in appendix "D", hereby attached.
5.1.4. The Guarantors (as detailed above) shall sign a renewable Guarantee, unlimited in sum, for all of the Company's debts towards the Bank, in the wording accustomed by the Bank.
5.1.5. The Guarantor (as detailed above) shall sign a special Guarantee, for the Second Loan (as detailed above) in the wording accustomed by the Bank.
5.1.6. Rabintex shall create a first lien, unlimited in sum, in favor of the Bank over all of Rabintex's rights to the Land so as to secure al of the Company's debts and obligations towards the Bank. The compensation fees acquired by the realization of this lien, as far as it shall be realized, shall be used to first pay the balance of the Second Loan, and afterwards, the balance of the compensation fees for the realization of the lien in accordance with this bond to off the Company's remaining debts and obligations towards the Bank. This lien shall be revoked subject to the payment of the Second Loan in full and on time. To remove all doubt, it is hereby clarified that the lien over Rabintex's rights to the Land shall not be revoked, rather it be amended, so as to secure the Company's debts and obligations towards the Bank (hereinafter referred to as the "LIEN OVER RABINTEX"S RIGHTS TO THE LAND"). At the time Rabintex's right's to the Land shall be transferred on to the Company, The Lien over Rabintex's Rights to the Land shall be revoked, and the Bank commits to agree to it...
Guarantees and Securities. 30.1 As security for the evacuation of the Rental Property, payment of all payments imposed on the Lessee, and fulfillment of all other obligations hereunder, including payment of agreed and/or not agreed compensation, the Lessee shall submit to the Lessor, upon conclusion hereof, and according to the Lessor’s written permit, no later than seven days following the conclusion hereof, as main and fundamental obligation of the Lessee, the following securities:
30.1.1 Autonomous bank guarantee for NIS 100,000 to the benefit of the Lessor, adjusted to the Cost Of Living index, valid until 90 days after termination of the Lease.
Guarantees and Securities. 13.1 As collateral against each advance payment of 20%, the CONTRACTOR shall present CPSAA with one or several Performance Bonds issued by a first-rate banking institution that is authorized by the SBS (Superintendencia de Banca y Seguros y AFP [Superintendency of Banking, Insurance and Private Pension Funds]), which are joint and several, irrevocable, without benefit of discussion, unconditional, automatically enforceable and automatically convertible into cash, to the satisfaction of CPSAA, for an amount equal to the advance payment received in accordance with Section 7.1 herein, and for a term of six months, renewable with deduction of the repaid amount, until the advance payment is made in full.
13.2 In order to guarantee Proper Execution of the AGREEMENT upon being signed, the CONTRACTOR shall present a Performance Bond issued in favor of CPSAA by a first-rate banking institution that is authorized by SBS, which is joint and several, irrevocable, without benefit of discussion, unconditional, automatically enforceable and automatically convertible into cash, to the satisfaction of CPSAA, for S/. 28,346,634.48 (twenty eight million, three hundred forty six thousand, six hundred thirty four and 48/100 Soles), which is equivalent to 10% of the reference value of the AGREEMENT, as indicated in Section 6.1 above, for a period up until Final Acceptance. Said Performance Bond shall be updated upon obtaining the Maximum Value of the Agreement.
13.3 The aforementioned Performance Bond may be executed when the CONTRACTOR fails to rectify the defective execution that is verifiably attributable to the CONTRACTOR, up to the amount required to correct the defect. CPSAA shall notify the CONTRACTOR regarding the defect, in writing, and if the CONTRACTOR has not responded accordingly within a reasonable period agreed between the Parties, which shall not exceed thirty (30) Days, CPSAA may execute the bond for the amount required to correct the defects in order to repair them itself, notwithstanding the filing of corresponding legal actions.
13.4 In order to guarantee Proper Execution of the AGREEMENT, the CONTRACTOR shall present a Performance Bond issued in favor of CPSAA by a first-rate banking institution that is authorized by SBS, which is joint and several, irrevocable, without benefit of discussion, unconditional, automatically enforceable and automatically convertible into cash, to the satisfaction of CPSAA, for an amount equivalent to 5% of the Maximum Value of ...
Guarantees and Securities. 21.1 To ensure fulfillment of the Lessee's undertakings under this Contract, the Lessee shall deposit with the Lessor's attorney, at the time of signing of the Contract (and in no case any later than the dates prescribed in this matter in the Contract), as a fundamental condition under the Contract, the following guarantees and securities:
21.1.1 To ensure payment of the Rental Fees and the management fees for the first three (3) months' rental - an index-linked, unconditional bank guarantee for the entire period up to the Delivery Date, plus a further 30 days from the Delivery Date, in an amount equal to the Rental Fees and the management fees for the first three (3) months of the Rental Period (to this end, the management fees will be calculated according to an amount in NIS that is equal to $4 at the Representative Exchange Rate per each 1.00 sq.m. of the area of the Rented Premises); Such guarantee shall be given to the Lessor at the time of signing of the Contract and shall be returned to the Lessee within seven (7) days from the date of actual payment of the Rental Fees for the first three (3) months as aforesaid, at the time and against delivery of the securities and guarantees set forth in paras. 21.1.2-21.1.3 below.
21.1.2 To ensure fulfillment of the Lessee's undertakings after the Delivery Date - an index-linked, unconditional bank guarantee for the duration of the entire Rental Period and for a further 60 days from the Termination Date of the Rental Period, in an amount equal to the Rental Fees and the management fees for the first six (6) months of the Rental Period (to this end, the management fees will be calculated as provided in para. 21.1.1 above).
21.1.3 A promissory note, non-negotiable and to the order of the Lessor only, in an amount equal to the Rental Fees and the management fees for a period of the first twelve (12) months of the Rental Period (to this end, the management fees will be calculated as provided in para. 21.1.1 above), signed by the Lessee. (Above and hereinafter: the "SECURITIES AND GUARANTEES").
21.2 All costs relating to the bank guarantees will apply exclusively to the Lessee.
21.3 The Lessee empowers the Lessor's attorney to act for the payment and exercise of the Securities and/or Guarantees or any part thereof, in any case where it is proved to him, to his satisfaction, that the Lessee has breached any of its undertakings pursuant to the Contract or that the Lessor has the right to execute them or to execute any ...