Obligations of The Guarantor Clause Samples

Obligations of The Guarantor. 2.1 In consideration of the Authority entering into the Contract with the Contractor, the Guarantor agrees: 2.1.1 as primary obligor, to guarantee to the Authority the due and punctual performance by the Contractor of each and all of the obligations, representations, warranties, duties and undertakings of the Contractor under and pursuant to the Contract when and if such obligations, representations, warranties, duties and undertakings shall become due and performable according to the terms of the Contract; 2.1.2 in addition to its obligations set out in clause 2.1.1, to indemnify the Authority against all losses which may be awarded against the Authority or which the Authority may otherwise incur arising out of, under or otherwise in connection with the Contract whether arising under statute, contract or at common law including without limitation by reason of any breach by the Contractor of its obligations, representations, warranties, duties and undertakings under and/or pursuant to the Contract save that, subject to the other provisions of this guarantee (including without limitation clause 2.1.3), this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are imposed on the Contractor under the Contract; and 2.1.3 to indemnify the Authority against all losses whether arising under statute, contract or at common law which may be awarded against the Authority or which the Authority may otherwise incur if any obligation guaranteed by the Guarantor is or becomes totally or partially unenforceable, invalid or illegal as if the obligation guaranteed had not become unenforceable, invalid or illegal provided that the Guarantor's liability shall be no greater than the Contractor's liability would have been if the obligation guaranteed had not become unenforceable, invalid or illegal.

Obligations of The Guarantor. In consideration of the Authority entering into the Contract with the Contractor, the Guarantor agrees:

Obligations of The Guarantor. For value received, the receipt and sufficiency of which are hereby acknowledged, the Guarantor hereby irrevocably and unconditionally guarantees the prompt and complete payment when due of the obligations and liabilities, whether now in existence or hereafter arising, of the Seller, which is under common control and ownership with the Guarantor, to the Purchaser (i) arising out of or under Sections 5(m), 6 and 10 of this Agreement and (ii) that are owed under such Sections 5(m), 6 and 10 to the Purchaser or any of its successors and permitted assigns under this Agreement (collectively, the “Obligations”). The guaranty provided for in this Section 24 is one of payment and not of collection. The Guarantor hereby waives notice of acceptance of the guaranty provided for in this Section 24 and notice of any of the Obligations to which it may apply, and waives diligence, presentment, demand for payment, protest, notice of protest, notice of dishonor or non-payment of any Obligation, suit or the taking of other action by the Purchaser against, and any other notice to, the Seller, the Guarantor or others. The Guarantor hereby waives any defense arising by reason of, and any and all right to assert against the Purchaser any claim or defense based upon, an election of remedies by the Purchaser which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes the rights of the Guarantor to proceed against the Seller or any other guarantor for reimbursement or contribution, and/or any other rights of the Purchaser to proceed against the Seller, any other guarantor, or any other Person or security. The Guarantor acknowledges that it is presently informed of the financial condition of the Seller and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Obligations. When pursuing its rights and remedies hereunder against the Guarantor, the Purchaser may, but shall be under no obligation to, pursue such rights and remedies that the Purchaser may have against the Seller or any other Person or any security or other guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Purchaser to pursue such other rights or remedies or to collect any payments from the Seller or any such other Person or to realize upon any security or other guarantee or to exercise any such right of offset, or any release of the Seller or any such other Person or security or other guar...

Obligations of The Guarantor. 2.1 In consideration of the Authority entering into the Contract with the Contractor, the Guarantor agrees: 2.1.1 as primary obligor, to guarantee to the Authority the due and punctual performance by the Contractor of each and all of the obligations, representations, warranties, duties and undertakings of the Contractor under and pursuant to the Contract when and if such obligations, representations, warranties, duties and undertakings shall become due and performable according to the terms of the Contract;

Obligations of The Guarantor. 2.1 In the event of failure by the Issuer to perform any of the Guaranteed Obligations, the Guarantor undertakes to make, upon first, simple demand by the Trustee, payment of any amount owed by the Issuer under the Guaranteed Obligations pursuant to the Indenture and the Notes (each document requiring a payment delivered by the Trustee to the Guarantor hereunder, a “Payment Demand”). 2.2 All payments arising under this Guaranty shall be made by payment to the account indicated by the Trustee in the Payment Demand promptly following the receipt thereof.

Obligations of The Guarantor. The Guarantor is obliged for the entire Guarantee Validity Term in respect of the following:

Obligations of The Guarantor. Failure of Guarantor to comply with or to perform any term, obligation, covenant or condition of Guarantor contained in this Agreement or in the Guaranty, or failure of Guarantor to comply with or to perform any other term, obligation, covenant or condition of Guarantor contained in any other agreement between Lender and Guarantor.

Obligations of The Guarantor. This Pledge imposes on the Guarantor the obligations established by the law and other applicable provisions related to open commercial pledge with custody agreements and in particular the following: (i) On the date of execution of this agreement, obtain the registration of this Pledge in the Company's Registry of Shares and deliver to the Collateral Agent a certificate issued by the legal representative and the fiscal auditor of the Company indicating the ownership of the Shares, that there are no pledges on the Shares other than this Pledge and that the Pledge has been duly registered by the Company. The text of said certificate is that contained in Schedule 2.2 (i). The Guarantor shall: - perform all the necessary efforts for the Company to mark its books and records to reflect the security interest granted to the Collateral Agent - defend title and ownership of the Shares at its own expense. (ii) Simultaneously with the execution of this Pledge, the Guarantor delivers the certificates corresponding to the Shares to the Collateral Agent for its custody. (iii) Not to grant to third parties other rights or guarantees, or impose any encumbrances on the Shares, exeption made of order issued by a court. (iv) Not promise for sale, dispose of, assign, pledge or in any way limit the ownership rights or any other rights it may have to the Shares without the prior express and written authorization of the Collateral Agent. (v) Execute any document and take all steps that may be necessary or appropriate or as requested by the Collateral Agent in order for the Pledge to extend likewise to all new Shares that the Guarantor hereafter own or otherwise acquire.

Obligations of The Guarantor. (1) The Guarantor shall prior to May 10 of each year submit to the Lender its financial statements of the preceding fiscal year, as audited by an accounting firm; (2) The Guarantor shall promptly submit such other documents as requested by the Lender; (3) If there occurs any event that affects or may affect the performance by the Guarantor of its obligations hereunder, the Guarantor shall promptly notify the Lender of the same; (4) The Guarantor shall obtain prior written consent of the Lender with respect to any transfer of its operating assets amounting to 20% or above of its total assets; (5) In the event of a merger, spin-off, shareholding system restructuring, structural reform or other material ownership structure change, the Guarantor shall provide the Lender with a 7 days notice of the relevant plan of change and must obtain the Lender’s written consent thereto. Such plans of change shall not prejudice the legitimate rights and interest of the Lender under this Contract; (6) If the Guarantor provides security to a third party and if the cumulative security amount will exceed 50% of the net assets stated in the financial statements of the most recent fiscal year of the Guarantor, the Guarantor must obtain from the Lender its prior written consent thereto; (7) In the event of a change to its company name, domicile, legal representative, registered capital, business scope, company type, or its articles of association, or in the event of a material financial or personnel change, the Guarantor shall provide a 10 days prior written notice to the Lender and shall file relevant documents with the Lender for record; (8) The Guarantor shall not enter into any document or take any action which may harm the interest of the Lender.