Guarantor’s Covenants Sample Clauses
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Guarantor’s Covenants. Subject to Sections 1(b) and (c), until the Indebtedness has been paid in full and any commitments of Lender or facilities provided by Lender with respect to the Indebtedness have been terminated and each and every term, covenant, and condition of this Guaranty is fully performed, Guarantor agrees:
(a) to provide the following financial information and statements in form and content acceptable to Lender, and such additional information as requested by Lender from time to time:
(i) Guarantor’s annual financial statements upon request of Lender. Such statements must be in form satisfactory to Lender and be certified and dated by Guarantor and show Guarantor’s financial condition. Such statements must include, without limitation, a listing of all assets and liabilities, a listing of all sources of income and of the uses of income, the amount and sources of contingent liabilities, identification of joint owners as to listed assets, and an annual projection of sources and uses of income;
(ii) additional information as requested by Lender from time to time regarding the financial condition of any corporations, partnerships, limited liability companies, or other entities in which Guarantor owns, directly or indirectly, a material interest; and
(iii) copies of Guarantor’s federal income tax return (with all forms K-1 attached) together with a statement of any contributions made by Guarantor to any subchapter S corporation or trust, and, if requested by Lender, copies of any extensions of the filing date.
Guarantor’s Covenants. The Guarantors hereby further agree, undertake and covenant with the Bank as follows:-
Guarantor’s Covenants. Each Guarantor covenants and agrees that from the date hereof and until payment in full of all indebtedness and performance of all obligations owed under the Loan Documents, Guarantor shall:
Guarantor’s Covenants. The Guarantor hereby confirms, and shall perform, each of the covenants relating to the Guarantor set forth in each Credit Document to which it is a party or by which it is bound.
Guarantor’s Covenants. The Guarantor further agrees that:
22.2.1 this guarantee and indemnity continues throughout the Term and after the Term expires;
22.2.2 any payment made to the Council and later avoided by any statutory provision or discounted, refunded or reduced by any subsequent proceedings does not discharge the Guarantor’s liability and, in any such event, the Council, the Lessee and the Guarantor must be restored to the rights which each would have had if the payment had not been made;
22.2.3 the Council may proceed against the Guarantor (or any one or more of them) concurrently, before or instead of proceeding against the Lessee without affecting the liability of the Guarantor or the Lessee;
22.2.4 the liability of the Guarantor is not prejudiced by the granting of time, credit or any indulgence or concession to the Lessee or by any compounding, compromise, release, absolute or partial discharge (whether by operation of law or otherwise), abandonment, waiver, variation, novation, relinquishment or renewal of any contractual rights, duties, guarantees or indemnities by the Lessee, or by any omission or neglect or by any other dealing, matter or thing which, but for this provision, could or might operate to prejudice this guarantee and indemnity. This guarantee and indemnity is absolute and unconditional in all circumstances;
22.2.5 this guarantee and indemnity is not affected by any laches, acts, omissions or mistakes by the Council;
22.2.6 until the Lessee has fully performed and observed the Lessee’s covenants in this Lease and until the Council has received in full all moneys due from the Lessee under this Lease, the Guarantor is bound by this guarantee and indemnity;
22.2.7 this guarantee and indemnity continues to bind the Guarantor notwithstanding:
22.2.7.1 the death, bankruptcy, insolvency or liquidation (as the case may be) of the Lessee or the Guarantor or any one or more of them;
22.2.7.2 any change in the constitution of the Council, the Lessee or the Guarantor;
22.2.7.3 the happening of any thing, which under the law relating to sureties would, but for this provision, release the Guarantor from this guarantee and indemnity or discharge this guarantee and indemnity;
22.2.7.4 any part of this Lease being severed;
22.2.7.5 any renewal or extension of the Term or any variation to the terms of this Lease;
22.2.7.6 any security taken by the Council being or becoming void or defective or any loss or impairment of such security;
22.2.7.7 any assignment of this Le...
Guarantor’s Covenants. The Guarantor undertakes to MCI WorldCom that so long as any Customer has any actual or contingent liability to MCI WorldCom, the Guarantor shall (save with MCI WorldCom's prior written consent):
(a) ensure that the liabilities (whether actual or contingent) of the Guarantor under this Guarantee shall at all times constitute the direct, unconditional obligations of the Guarantor and will rank at least pari passu with all present and future indebtedness issued, created, assumed or guaranteed by the Guarantor other than any indebtedness the subject matter of any existing Encumbrance or any Encumbrance which the Guarantor has created, agreed to create or permitted to arise or subsist in compliance with the terms of the Standstill Letter;
(b) subject to the terms of the Standstill Letter, not create or agree to create or permit to arise or subsist any Encumbrance on its present or future assets or any part of them and not sell or otherwise dispose of any of its assets on terms which would result in any such asset being leased to or re-acquired by the Guarantor or any of its subsidiaries;
(c) not make any material change to the nature of any business carried on at the date of this Guarantee or discontinue any such business or a material part of the Guarantor's businesses as a whole;
(d) not redeem or purchase any of its shares or otherwise reduce its share capital;
(e) not enter into any material transaction or arrangement with any person other than on arm's length terms and for full market value; and
(f) deliver to MCI WorldCom copies of:
(i) the audited consolidated profit and loss account and balance sheet of each Guarantor and its subsidiaries for each accounting reference period ending after the date of this Guarantee as soon as the same has been approved by the board of directors of each Guarantor (but in any event not later than 90 days from the end of such accounting reference period); and
(ii) any information concerning the business or financial condition of the Guarantor which MCI WorldCom may reasonably require from time to time.
Guarantor’s Covenants. The Guarantor HEREBY COVENANTS with the Landlord, as a primary obligation, as follows:-
Guarantor’s Covenants. The liability of the Guarantor shall not be impaired, abated, deferred, diminished, modified, released, terminated or discharged, in whole or in part, or otherwise affected, by any event, condition, occurrence, circumstance, proceeding, action or failure to act, with or without notice to, or the knowledge or consent of the Guarantor, including, without limitation:
a. any amendment, modification or extension of the Agreement or any Obligation;
b. any extension of time for performance, whether in whole or in part, of any Obligation given prior to or after default thereunder;
c. any exchange, surrender or release, in whole or in part, of any security that may be held by the Purchaser at any time under the Agreement;
d. any other guaranty in existence now or which may be executed by the Guarantor or any other third-party affiliated to the Seller;
e. any waiver of or assertion or enforcement or failure or refusal to assert or enforce, in whole or in part, any Obligation, claim, cause of action, right or remedy which the Purchaser may, at any time, have under the Agreement or with respect to any guaranty or any security which may be held by the Purchaser at any time for or under this Agreement or with respect to the Seller;
f. any act, omission or delay by the Purchaser which may in any manner or to any extent vary the risk of the Guarantor or which would otherwise operate as a discharge the Guarantor as a matter of law;
g. the release of any other guarantor from liability for the performance or observance of any Obligation, whether by operation of law or otherwise;
h. the failure to give the Guarantor any notice whatsoever; or
i. any right, power or privilege that the Purchaser may now or hereafter have against any person, entity or collateral in relation to this Agreement.
Guarantor’s Covenants. The Guarantor shall:
(a) when reasonably requested by DEG, do or cause to be done anything which is required for the exercise of any power, right or remedy of DEG under this Agreement including, but not limited to, the execution of any document or agreement;
(b) obtain, maintain and renew when necessary all Authorizations required under any law or document or agreement: (i) to enable it to perform its obligations under this Agreement; or (ii) for the validity or enforceability of this Agreement;
(c) comply in all respects with the terms of the Authorizations referred to in subsection (b) above;
(d) maintain at all times the following financial ratios, on a Consolidated Basis,
(i) a Current Ratio of at least 1.2;
(ii) a Liabilities to Tangible Net Worth Ratio of not more than 1.2; and
(iii) a Financial Debt to EBITDA Ratio of not more than 3.0;
(e) as soon as available, but, in any event, within sixty (60) days after the end of each half of each Financial Year, furnish to DEG two (2) copies of its financial statements for such semi-annual period prepared in accordance with Accounting Standards, which requirement is deemed satisfied if such filings have been made publicly available and a notice has been sent to DEG regarding the availability of those filings;
(f) as soon as available, but, in any event, within one hundred and twenty (120) days after the end of each Financial Year, furnish to DEG: (i) two (2) copies of its financial statements for such Financial Year (which are in agreement with its books of account and prepared in accordance with the Accounting Standards), together with an audit report on them, all in form satisfactory to DEG; and (ii) a report on any factors materially and adversely affecting or which are likely to materially and adversely affect its business and operations or financial condition, which requirement is deemed satisfied if such filings have been made publicly available and a notice has been sent to DEG regarding the availability of those filings;
(g) provide DEG a copy of all filings that have been made by Guarantor with the Securities and Exchange Commission of the United States and/or other Stock Exchange on which Guarantor stock is listed within five (5) Business Days after relevant filling is made which requirement is deemed satisfied if such filings have been made available through ▇▇▇▇▇ and a notice has been sent to DEG regarding the availability of those filings in ▇▇▇▇▇; and
(h) ensure that: (i) all dividends and dist...
Guarantor’s Covenants. 25.1 The Guarantor covenants with the Landlord and the Developer, as a primary obligation, that the Tenant or the Guarantor shall duly perform and observe all the obligations on the part of the Tenant contained in this Agreement in the manner and at the times specified in it and indemnifies the Landlord and the Developer as applicable against all claims, demands, losses, damages, liability, costs, fees and expenses whatsoever sustained by the Landlord or the Developer by reason of, or arising in any way directly or indirectly out of, any default by the Tenant in the performance and observance of any of its obligations.
25.2 None of the following, or any combination of them, shall release, determine, discharge or in any way lessen or affect the liability of the Guarantor as principal obligor under this Agreement or otherwise prejudice or affect the right of the Landlord or the Developer to recover from the Guarantor to the full extent of this guarantee:-
25.2.1 any neglect, delay or forbearance of the Landlord or the Developer in endeavouring to obtain payment of any of the amounts required to be paid by the Tenant or in enforcing the performance or observance of any of the obligations of the Tenant under this Agreement;
25.2.2 any extension of time given by the Landlord or the Developer to the Tenant;
25.2.3 any variation of the terms of this Agreement or the Lease (including any reviews of the rent payable under the Lease) or the transfer of the Landlord’s reversion or the assignment of this Agreement;
25.2.4 any change in the constitution, structure or powers of either the Tenant, the Guarantor, the Landlord or the Developer or the liquidation, administration or bankruptcy (as the case may be) of either the Tenant or the Guarantor;
25.2.5 any legal limitation, or any immunity, disability or incapacity of the Tenant (whether or not known to the Landlord and the Developer) or the fact that any dealings with the Landlord or the Developer by the Tenant may be outside, or in excess of, the powers of the Tenant;
25.2.6 any other act, omission, matter or thing whatsoever whereby, but for this provision, the Guarantor would be exonerated either wholly or partly (other than a release executed and delivered as a deed by the Landlord and the Developer).