FIRST DEMAND GUARANTEE Sample Clauses

FIRST DEMAND GUARANTEE. The first demand guarantee shall be issued by a bank that has its registered office in a European Union country, provided that the latter has, for the entire duration of the Contract, a long-term credit rating equal to or higher than "A" issued by the rating agencies Standard & Poors or Fitch or "A2" issued by the rating agency ▇▇▇▇▇’▇. In the case of multi-annual subscriptions, where the first demand guarantee is issued either by a banking institution or by the Shipper’s parent company for a one-year period, the Shipper agrees that no less than thirty (30) days before the expiration of this one-year period, it will ask the banking institution or its parent company to renew its Guarantee, taking account of any possible adjustments provided for in the Contract. If within the thirty (30) days preceding the date of expiration of the Guarantee its renewal has not been transmitted to the Transmission System Operator, the latter may call in the Guarantee and retain the amount as security until the end of the Contract.

FIRST DEMAND GUARANTEE. The Guarantor hereby unconditionally and irrevocably guarantees to the Bank that, upon demand of the Bank, it will promptly and completely pay eight million dollars (US$8,000,000) or each lesser sum required to be paid by the Bank. The Guarantor hereby expressly waives all defenses or exceptions it would normally be entitled to invoke. The Guarantor agrees that its obligations under this First Demand Guarantee are independent from the Obligations. The First Demand Guarantee will remain in full force and effect for three years from the date hereof. Each payment made by the Guarantor upon demand of the Bank will reduce correspondingly the maximum amount to be paid by the Guarantor as indicated above. Notwithstanding any other provision of this First Demand Guarantee, the total amount to be paid by the Guarantor pursuant to this First Demand Guarantee shall not exceed 60% of its net assets (which at the date hereof is a negative net worth) at the time of any payment.

FIRST DEMAND GUARANTEE. Without prejudice to the personal liability of the Founders, the Company grants in favor of Entravision, who accepts it, a first demand guarantee – garantía a primera demanda, (the “First Demand Guarantee”) jointly and severally (solidariamente) with the Founders, guaranteeing with respect to the Founders and towards Entravision, the fulfilment of any payment obligations assumed and/or to be assumed by the Founders by virtue of this Agreement in relation exclusively to the Deferred Buy-out Amount. A Spanish version of this First Demand Guarantee is attached hereto as Exhibit 6.1 for the purposes of its notarization and such Exhibit shall, in case of any inconsistency with this Article, prevail for all purposes and be considered as integral part of this Agreement.

FIRST DEMAND GUARANTEE. Sample Document, Adapt as Appropriate 17.2.1 Where the Contracting Authority has procured a First Demand Guarantee in favour of the Service Provider and that such First Demand Guarantee is due to expire before the term of this Agreement, the Contracting Authority shall, by no later than 14 days prior to the expiry of a Letter of Credit: (a) replace the existing First Demand Guarantee with a new First Demand Guarantee; and/or (b) increase the balance in the Escrow Account, in each case, in an aggregate amount necessary to ensure that, upon the expiry of the existing First Demand Guarantee, the Contracting authority will be in compliance with its obligations under Clause 17.1.1, failing which the Seller may immediately call on the existing First Demand Guarantee and require that all proceeds are deposited into the Escrow Account. If the Purchaser subsequently procures a replacement First Demand Guarantee and subject (i) to the Service Provider’s right to have recourse to amounts in the Escrow Account in accordance with this Agreement, and (ii) to the requirement that the Liquidity Support Balance is no less than the Required Liquidity Support Amount, the proceeds deposited in the Escrow Account shall be repaid to the Contracting Authority immediately upon the Purchaser procuring the replacement of the Letter of Credit.

FIRST DEMAND GUARANTEE. The Guarantor hereby irrevocably and unconditionally guarantees to the Bank as principal debtor and not merely as a surety (in Danish: “kaution”) by way of an on-demand guarantee (in Danish: “anfordringsgaranti”) to pay upon the Bank’s first written demand following a Guaranteed Event, without raising any defences or objections, set-off or counterclaim and without verification of the legal ground, any amount of the Guaranteed Obligations specified by the Bank, plus any interest, taxes or fiscal charges, duties, expenses, fees, rights, levies, indemnities, damages or any other sum which may from time to time become due or payable by the Obligors to the Bank under or pursuant to the Guaranteed Documents (including, without limitation, all amounts which, but for any US Debtor Relief Law, would become due and payable and all interest accruing after the commencement of any proceeding under a US Debtor Relief Law at the rate provided for in the Finance Contract, whether or not allowed in any such proceeding). Notwithstanding anything to the contrary herein, upon any Automatic Acceleration Event any presentment, demand, protest or notice of any kind required by the foregoing clauses are expressly waived.

FIRST DEMAND GUARANTEE. This Guarantee is and has the effects of a first-demand guarantee. Therefore, from now on the Guarantor waives to object to the payment corresponding to the fulfillment of the Obligations due to any factual or legal circumstance, other than the absence of notice referred to in subsection (i) of Section Two of this Guarantee, including, but not limited to, the rights enshrined in Sections 2381, 2382, 2383, 2392 and 2394 of the Colombian Civil Code (which the Guarantor expressly waives); and any and all other situations that may or may not be based on the financial situation of the Borrower or on a direct or indirect claim from the Bank.

FIRST DEMAND GUARANTEE