First demand bank guarantee Sample Clauses
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First demand bank guarantee. 7.1 At Completion the Sellers shall provide the Purchaser with the duly executed First Demand Bank Guarantee in the Agreed Form. The First Demand Bank Guarantee shall be effective for a two-year period starting from Completion (the Final Date).
7.2 Any amount due to the Purchaser in respect of a Claim or otherwise under this agreement shall, on becoming due, be paid to the Purchaser out of the First Demand Bank Guarantee to the extent of the sum provided therein.
7.3 If a Claim is outstanding at the Final Date (ie it has not been settled in accordance with subclause 7.4), the Sellers shall provide the Purchaser with a new first demand bank guarantee having the same form of the First Demand Bank Guarantee but with an amount equal to the relevant outstanding Claim’s amount increased by 10% but not exceeding the amount of the First Demand Bank Guarantee in place at the Final Date (the New First Demand Guarantee). The New First Demand Bank Guarantee shall be effective upon occurrence of the earlier of (a) the expiration of a two years term or (b) the date of final settlement of the relevant Claim.
7.4 For the purpose of this clause and of the First Demand Bank Guarantee, a Claim shall be regarded as settled if:
(a) The Claim is withdrawn; or
(b) The Sellers and the Purchaser so agree in writing; or
(c) a competent court or an arbitrator panel, as applicable, has awarded judgment in respect of the Claim and, where relevant, the period for lodging an appeal has expired without the appeal having been lodged.
7.5 Nothing in this clause limits any rights or remedies available to the Purchaser to recover any amount due to it in respect of a Claim or otherwise under this agreement. To the extent that the First Demand Guarantee is insufficient to satisfy in full any amount so due to the Purchaser, the excess shall be paid to the Purchaser by the Sellers.
First demand bank guarantee. Almirall and Aqua’s payments under Section 4.2(a) above are conditioned to the delivery to Almirall by Athenex at the corresponding payment day of a first demand bank guarantee issued by a first class U.S. bank, which bank guarantee shall (i) be at Almirall’s satisfaction; (ii) assure prompt and full payment of any amount to be reimbursed by Athenex, under Section 4.2(a) above as and when due; (iii) be for an amount of US$ [*]; (iv) will provide for a waiver on side of the bank of any rights of prior enforcement, including among others, presentment notice, dishonor and notice of dishonor and any other defenses or rights to seek discharge available to it; and (v) shall have a term reasonably sufficient to cover the completion of the studies referred in Section 4.2(a) above.
First demand bank guarantee. To guarantee all of its obligations under the Lease and its consequences, the Tenant shall provide the Landlord, within a maximum period of three (3) months from the Effective Date of the Lease, with an autonomous first demand bank guarantee, subject to the provisions of Article 2321 of the Civil Code, issued by a first rank French banking institution having its registered office or branch in France, substantially in accordance with the model annexed to the Lease (Appendix 8), in an amount corresponding to nine months’ Rent excluding taxes and charges (hereinafter the “GAPD”).The amount of the GAPD (guarantee on first demand) amounts to 9 months’ initial rent excluding taxes and charges, i.e. the sum of 282,037.50 € (TWO HUNDRED AND EIGHTY TWO THOUSAND AND FIFTY EUROS). In the event of failure to deliver a GAPD in accordance with these provisions within the aforementioned period, the Lessor may, if it so chooses, implement the termination clause of the Lease, under the conditions provided for in Article 18 of the General Conditions. The amount guaranteed shall at all times be at least equal to 9 months of the Rent excluding taxes and charges. This amount shall be indexed at the same time as the Rent so as to always correspond to one year’s Rent excluding taxes and charges. The GAPD shall become effective on the Effective Date of the Lease and shall remain in effect until the expiration of five (5) months from the end of the nine (9) year term of the Lease. In the event that the Lease is tacitly extended, the Lessee shall submit a new GAPD, drawn up in accordance with the provisions of this Article, no later than fifteen (15) days prior to the expiration of the previous GAPD, said GAPD may then be limited to one (1) year but must be renewed during the entire tacit extension period of the Lease. If the Tenant fails to submit a new GAPD at least fifteen (15) days prior to the expiration of the GAPD coming to an end, the Landlord shall be entitled to enforce the GAPD prior to its expiration for the full amount thereof. If the GAPD is called upon, a new guarantee of the same amount and duration issued by a first rank French bank shall be given to the Lessor, at the latest within thirty (30) days. If the Tenant is unable to provide the Lessor with the GAPD within the aforementioned period, the Tenant shall provide the Lessor, at the latest at the end of the thirty (30) day period following the activation of the GAPD, with a sum corresponding to the GAPD that sho...