Performance Bonds and Guarantees Clause Samples

Performance Bonds and Guarantees. (a) Subject to Sections 5.3(b) and (c), at the Closing, Purchaser shall deliver to Seller back-up performance bonds, surety bonds, bank guarantees, letters of credit and/or corporate guarantees (collectively, “Back-Up Bonds and Guarantees”), in an aggregate principal amount equal to the amount outstanding on the Closing Date and with terms and from banks or other financial institutions or surety companies (or in the case of corporate guarantees, Purchaser itself), in each case reasonably satisfactory to Seller, to collateralize any performance bonds, surety bonds, bank guarantees, letters of credit and/or corporate guarantees (collectively, “Performance Bonds and Guarantees”) given by SPX or any of its direct or indirect Subsidiaries (other than a ▇▇▇▇▇▇ Entity) in respect of the ▇▇▇▇▇▇ Business (in each case, or portions thereof) remaining outstanding on the Closing Date with respect to which SPX or any of its direct or indirect Subsidiaries (other than a ▇▇▇▇▇▇ Entity) will have any liability after the Closing. Not later than ten (10) days prior to the Closing, Seller shall preliminarily advise Purchaser, and not later than two (2) business day prior to the Closing, Seller shall advise Purchaser in writing of the Performance Bonds and Guarantees to be collateralized pursuant to this Section 5.3. (b) To the extent any Performance Bonds and Guarantees required to be collateralized in accordance with Section 5.3(a) were not included in the written notice delivered to Purchaser pursuant to Section 5.3(a), Purchaser shall use its best efforts to collateralize any such Performance Bonds and Guarantees with Back-Up Bonds and Guarantees as promptly as practicable following, and in any event within ten days of receipt by Purchaser of, notification of the existence of any such Performance Bonds and Guarantees. (c) Notwithstanding Sections 5.3(a) and (b), Purchaser shall not be obligated to collateralize any Performance Bonds and Guarantees to the extent that the aggregate amount of such Performance Bonds and Guarantees exceeds, in the aggregate $1,500,000, but shall reimburse Seller for any liability incurred by Seller in respect of any such Performance Bonds and Guarantees within ten (10) days of receipt by Purchaser of notification that Seller has incurred any such liability accompanied by evidence reasonably acceptable to Purchaser that Seller has incurred such liability. (d) After the Closing, Purchaser may replace any Performance Bonds and Guarantees with new...
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Performance Bonds and Guarantees. Delivery to the Administrative Agent of evidence that all performance bonds, guarantees or similar items required by the Gaming Sub-Concession Contract or the Land Concession Contract then in effect have been provided to Macau SAR, and the Arrangers and the Administrative Agent shall be reasonably satisfied with such performance bonds, guarantees or similar items, the terms and providers thereof and the status of the recourse to the Loan Parties in respect thereof.
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Performance Bonds and Guarantees. From the date hereof until the Closing or the earlier termination of this Agreement, Buyer and Seller will cooperate and use commercially reasonable efforts to (a) arrange for substitute letters of credit, surety bonds, Buyer guarantees and other obligations (collectively, “Replacement Credit Support Arrangements”) to replace (i) any Seller Guarantees outstanding as of the date hereof and (ii) any Seller Guarantees entered into in the ordinary course of business during the period from the date hereof with Buyer’s express written consent or (b) allow for Buyer to assume all obligations under each Seller Guarantee, obtaining from the creditor, beneficiary or other counterparty a full release (in a form reasonably satisfactory to Seller) of all parties liable, directly or indirectly, for reimbursement to the creditor or fulfillment of other obligations to a beneficiary or counterparty in connection with amounts drawn under the Seller Guarantees, in each case to be effective at the Closing; provided that (x) Buyer shall not be obligated to assume any liabilities or other obligations or enter into any Replacement Credit Support Arrangements with respect to any Seller Guarantee on terms or conditions less favorable to Buyer than those of the applicable Seller Guarantee to be replaced or assumed or in a form or amount different than the applicable Seller Guarantee and (y) Buyer shall not be obligated to enter into any Replacement Credit Support Arrangement with respect to the guarantee by EnPro Industries Inc. (“EnPro”) included in the Agreement dated as of December 11, 2019 by and among MAN Energy Solutions SE, MAN Energy Solutions France, Buyer and EnPro (the “MAN Guarantee”). To the extent the beneficiary or counterparty under any Seller Guarantees does not accept any such substitute letter of credit, Buyer guarantee or other obligation proffered by Buyer and with respect to the MAN Guarantee, Buyer and the Company will, jointly and severally, (A) indemnify, defend and hold harmless Seller and its Affiliates against, and reimburse Seller and its Affiliates for, all amounts paid (including costs or expenses) in connection with such Seller Guarantees following the Closing, including Seller’s and its Affiliates’ expenses in maintaining such Seller Guarantees, whether or not any such Seller Guarantee is drawn upon or required to be performed, and will in any event promptly reimburse Seller and its Affiliates to the extent any Seller Guarantee is called upon follow...
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Performance Bonds and Guarantees. (a) Subject to Section 5.2(b), at the Closing, Purchaser shall deliver to SPX replacement (or, to the extent the beneficiary thereof will not permit replacement, back-up) performance bonds, surety bonds, bank guarantees, letters of credit and/or corporate guarantees (“Guarantees”), in an aggregate principal amount and with terms and from banks or other financial institutions or surety companies (or in the case of corporate guarantees, Purchaser or one of its Affiliates), in each case reasonably satisfactory to SPX, to replace (or, to the extent required, as described above, to collateralize) any Guarantees given by any Service Solutions Company in respect of the Service Solutions Business (in each case, or portions thereof) remaining outstanding on the Closing Date with respect to which any Member of the SPX Group will have any liability after the Closing. Not later than 15 days prior to the Closing, SPX shall preliminarily advise Purchaser, and not later than five Business Days prior to the Closing, SPX shall advise Purchaser, in writing of the Guarantees to be replaced or collateralized pursuant to this Section 5.2. (b) To the extent any Guarantees required to be replaced or collateralized in accordance with Section 5.2(a) were not included in the written notice to Purchaser, Purchaser shall use its reasonable best efforts to replace or collateralize any such Guarantees as promptly as practicable following notification of the existence of any such Guarantees.
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Performance Bonds and Guarantees. To the maximum extent possible the Company will obtain any necessary bank guarantees, performance bonds and the like required for the ordinary course of its business, supported by the security of its assets, without the need for guarantor or other support from the Shareholders. Subject to the foregoing, and if required by a unanimous resolution of the Board, the Shareholders shall join in supporting the Company in procuring adequate performance bonds, bank guarantees (other than guarantees of the Company's borrowings), and the like from reputable trading banks as required by the Company's customers, and shall share in the liabilities, costs and expenses of such support as follows: - as to 30% of liabilities, costs and expenses - BTI; - as to 15% of liabilities, costs and expenses - Castella; - as to 55% of liabilities, costs and expenses - Secure.
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Performance Bonds and Guarantees. The Contractor shall on the execution of this Contract provide to the Employer whichever of the following the Contract Particulars state as being required:
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Performance Bonds and Guarantees. 7.1 Prior to the Commencement Date and forthwith upon request by the Council, the Service Provider shall ensure that the bank or insurance company who has executed the Bond Undertaking will execute and deliver to the Council a Bond in the form appended to that Undertaking. 7.2 If by the Commencement Date the Council has not requested the Service Provider to procure such a bond, then the Council shall deduct the amount of the premium for the Bond (referred to in the Bond Undertaking) from the first payment it makes to the Service Provider. 7.3 If applicable, prior to the Commencement Date and forthwith upon request by the Council, the Service Provider shall procure that the Service Provider’s ultimate holding or parent company will execute and deliver to the Council a Deed of Guarantee in the form appended to that Undertaking. 7.4 In the event of a change in the Service Provider's ultimate holding or parent company during the period of the Contract, the Service Provider shall notify the Council and shall immediately ensure that the new ultimate holding or parent company enters into a Deed of Guarantee in the same form as the previous holding or parent company and that a copy of the deed will be sent to the Authorised Officer within fourteen (14) Calendar Days.
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Related to Performance Bonds and Guarantees

  • Loans and Guarantees No Obligor shall (and the Company shall procure that no member of the Bank Group shall), without the prior written consent of an Instructing Group, grant any loan or credit or give any guarantee in any such case in respect of Financial Indebtedness, other than: (a) any extension of trade credit or guarantees, bonds or indemnities granted in the ordinary course of business on usual and customary terms; (b) any credit given by a member of the Bank Group to another member of the Bank Group which arises by reason of cash-pooling, set-off or other cash management arrangement of the Bank Group; (c) the Existing Loans provided that the aggregate principal amount outstanding thereunder may not be increased from that existing at the Original Execution Date in reliance on this paragraph (c) (except with respect to accrual or capitalisation of interest); (d) any loans or credit granted: (i) by a member of the Bank Group to another member of the Bank Group; (ii) by a member of the Bank Group to the relevant member of the Group for the purposes of funding drawings available under the undrawn portion of any Existing UKTV Group Loan Stock of up to £50 million in aggregate; (iii) in accordance with Clause 25.9 (Joint Ventures); or (iv) by a SSN Finance Subsidiary as contemplated in the definition of “SSN Finance Subsidiary” or the on-lending by the Parent to VMIH of the proceeds of an issuance of Senior Secured Notes; (e) any loans made by any member of the Bank Group to its employees either: (i) in the ordinary course of its employees’ employment; or (ii) to fund the exercise of share options or the purchase of capital stock by its employees, directors, officers or consultants of the Group, provided that the aggregate principal amount of all such loans shall not at any time exceed £10 million (or its equivalent in other currencies); (f) any loan made by a member of the Bank Group pursuant to either an Asset Passthrough or a Funding Passthrough; (g) any loan made by a member of the Bank Group to a member of the Group, where the proceeds of such loan are, or are to be (whether directly or indirectly) used: (i) to make payments to the High Yield Trustee in respect of High Yield Trustee Amounts (as such terms are defined in the HYD Intercreditor Agreement) in respect of the Existing High Yield Notes; (ii) to make equivalent payments to those specified in paragraph (i) above in respect of any High Yield Refinancings or in respect of any Additional High Yield Notes; (iii) to make payments under the Senior Secured Notes Documents; (iv) provided that no Event of Default has occurred and is continuing or is likely to occur as a result thereof, to fund Permitted Payments; or (v) at any time after the occurrence of an Event of Default, to fund Permitted Payments to the extent not prohibited by the HYD Intercreditor Agreement, the Group Intercreditor Agreement or a Supplemental HYD Intercreditor Agreement; (h) credit granted by any member of the Bank Group to a member of the Group, where the Indebtedness outstanding thereunder relates to Intra-Group Services in the ordinary course of business; (i) any guarantee given in respect of membership interests in any company limited by guarantee where the acquisition of such membership interest is permitted under Clause 25.13 (Acquisitions and Investments); (j) any guarantee given by a member of the Bank Group in respect of or constituted by any Financial Indebtedness permitted under Clause 25.4 (Financial Indebtedness) or Clause 25.10 (Transactions with Affiliates) or other obligation not restricted by the terms of the Relevant Finance Documents, of another member of the Bank Group; (k) any guarantees arising under the Relevant Finance Documents; (l) any customary title guarantee given in connection with the assignment of leases where such assignment is permitted under Clause 25.6 (Disposals); (m) any guarantees or similar undertakings granted by any member of the Bank Group in favour of H.M. Revenue & Customs in respect of any obligations of Virgin Media (UK) Group, Inc. in respect of UK tax in order to facilitate the winding up of Virgin Media (UK) Group, Inc. provided that the Facility Agent shall have first received confirmation from the Company that based on discussions with H.M. Revenue & Customs and the Company’s reasonable assumptions, the Company does not believe that the liability under such guarantee will exceed £15 million (such confirmation to be supported by a letter from the Company’s auditors for the time being, confirming that based on the Company’s calculations of such tax liability the Company’s confirmation is a reasonable assessment of such tax liability); (n) any loan granted as a result of a Subscriber being allowed terms, in the ordinary course of trade, whereby it does not have to pay for the services provided to it for a period after the provision of such services; (o) a loan made or a credit granted to a Joint Venture to the extent permitted under paragraph (d) of Clause 25.9 (Joint Ventures); (p) any loans made under the terms of the Screenshop Intra-Group Loan Agreement; (q) the BBC Guarantees; (r) liquidity loans of a type which is customary for asset securitisation programmes or other receivables factoring transactions, provided in connection with any asset securitisation programme or receivables factoring transaction otherwise permitted by Clause 25.6(j) (Disposals); and (s) loans made, credit granted or guarantees given by any member of the Bank Group not falling within paragraphs (a) to (r) above, in an aggregate amount not exceeding £100 million (or its equivalent in other currencies) outstanding at any time.

  • Performance Guarantees Contractor agrees to provide the County the performance guarantees specified in Attachment A and to pay any penalties incurred in accordance with the terms of Attachment A.

  • Subsidiary Guarantees Subject to Section 1301, each Subsidiary Guarantor hereby, jointly and severally, fully and unconditionally guarantees to each Holder of a Security authenticated and delivered by the Trustee, the due and punctual payment of the principal of (and premium, if any) and interest on such Security when and as the same shall become due and payable, whether at the Stated Maturity, by acceleration, call for redemption, offer to purchase or otherwise, in accordance with the terms of such Security and of this Indenture, and each Subsidiary Guarantor similarly guarantees to the Trustee the payment of all amounts owing to the Trustee in accordance with the terms of this Indenture. In case of the failure of the Company punctually to make any such payment, each Subsidiary Guarantor hereby, jointly and severally, agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by acceleration, call for redemption, offer to purchase or otherwise, and as if such payment were made by the Company. Each of the Subsidiary Guarantors hereby jointly and severally agrees that its obligations hereunder shall be absolute, unconditional, irrespective of, and shall be unaffected by, the validity, regularity or enforceability of such Security or this Indenture, the absence of any action to enforce the same or any release, amendment, waiver or indulgence granted to the Company or any other guarantor or any consent to departure from any requirement of any other guarantee of all or any of the Securities of such series or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such release, amendment, waiver or indulgence shall, without the consent of such Subsidiary Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or alter the Stated Maturity thereof. Each of the Subsidiary Guarantors hereby waives the benefits of diligence, presentment, demand for payment, any requirement that the Trustee or any of the Holders protect, secure, perfect or insure any security interest in or other lien on any property subject thereto or exhaust any right or take any action against the Company or any other Person or any collateral, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to such Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Subsidiary Guarantee will not be discharged in respect of such Security except by complete performance of the obligations contained in such Security and in such Subsidiary Guarantee. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Securities of a series, to collect interest on the Securities of a series, or to enforce or exercise any other right or remedy with respect to the Securities of a series, such Subsidiary Guarantor agrees to pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. Each Subsidiary Guarantor shall be subrogated to all rights of the Holders of the Securities upon which its Subsidiary Guarantee is endorsed against the Company in respect of any amounts paid by such Subsidiary Guarantor on account of such Security pursuant to the provisions of its Subsidiary Guarantee or this Indenture; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary Guarantor that makes or is required to make any payment in respect of its Subsidiary Guarantee shall be entitled to seek contribution from the other Subsidiary Guarantors to the extent permitted by applicable law; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of contribution until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Securities of a series, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of the Securities, whether as a “voidable preference,” “fraudulent transfer,” or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Securities shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

  • The Guarantees Each (a) Guarantor, jointly and severally with each other Guarantor, hereby guarantees as primary obligor and not as surety to each Secured Party and its successors and assigns the prompt payment and performance in full when due (whether at stated maturity, by acceleration, demand or otherwise) of the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of the Bankruptcy Code after any bankruptcy or insolvency petition under the Bankruptcy Code) on the Loans made by the Lenders to, and the Notes held by each Lender of, Borrower, and (b) Credit Party, jointly and severally with each other Credit Party, hereby guarantees as primary obligor and not as surety to each Secured Party and its successors and assigns the prompt payment and performance in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of the Bankruptcy Code after any bankruptcy or insolvency petition under the Bankruptcy Code) of all other Obligations from time to time owing to the Secured Parties by any other Credit Party under any Credit Document, any Swap Contract entered into with a Swap Provider or any Cash Management Agreement entered into with a Cash Management Bank, in each case now or hereinafter created, incurred or made, whether absolute or contingent, liquidated or unliquidated and strictly in accordance with the terms thereof; provided, that (i) the obligations guaranteed shall exclude obligations under any Swap Contract or Cash Management Agreements with respect to which the applicable Swap Provider or Cash Management Bank, as applicable, provides notice to Borrower that it does not want such Swap Contract or Cash Management Agreement, as applicable, to be secured, and (ii) as to each Guarantor the obligations guaranteed by such Guarantor hereunder shall not include any Excluded Swap Obligations in respect of such Guarantor (such obligations being guaranteed pursuant to clauses (a) and (b) above being herein collectively called the “Guaranteed Obligations” (it being understood that the Guaranteed Obligations of Borrower shall be limited to those referred to in clause (b) above)). Each Credit Party, jointly and severally with each other Credit Party, hereby agrees that if any other Credit Party shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, such Credit Party will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

  • Indebtedness; Guarantees The Borrower shall not create, incur, assume or suffer to exist any Indebtedness other than Indebtedness permitted under the Transaction Documents. The Borrower shall incur no Indebtedness secured by the Collateral other than the Obligations. The Borrower shall not assume, guarantee, endorse or otherwise be or become directly or contingently liable for the obligations of any Person by, among other things, agreeing to purchase any obligation of another Person, agreeing to advance funds to such Person or causing or assisting such Person to maintain any amount of capital, other than as expressly permitted under the Transaction Documents.