FUNDING GUARANTEE Sample Clauses

FUNDING GUARANTEE. It is agreed that funding will be appropriated each year for educational growth payments. Any money not used for one year will be rolled over to the following year and added to the amount set aside for that year. The tuition reimbursement amount for the life of this contract will be $50,000 per year.
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FUNDING GUARANTEE. MISD guarantees to OP that, notwithstanding changes made to the school finance system by the State Legislature or changes that occur in local property taxes or other local revenue, funding for the School each year shall not fall below the average funding for other MISD school campuses of similar student population and student demographics.
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FUNDING GUARANTEE. To the extent that, for any reason, the Shareholder Warrants are not exercised in full on or prior to the Expiration Date, on the Guarantee Performance Date, (i) the HBV Investors, subject to the terms and conditions of this Agreement, and (ii) the Other Investors, subject to the terms and conditions of their separate subscription agreements to be entered into by such Other Investors and the Reorganized Debtor not less than three (3) nor more than seven (7) days prior to the Guarantee Performance Date (and which agreements will contain material and substantive terms and conditions no less favorable to the Reorganized Debtor than those set forth in this Agreement), shall, severally and not jointly, purchase at the Exercise Price such number of shares of Reorganized Seitel Common Stock determined (as provided in the immediately following sentence) by subtracting (x) the aggregate number of shares of Reorganized Seitel Common Stock purchased upon exercise of the Shareholder Warrants from (y) the aggregate number of Offered Shares of Reorganized Seitel Common Stock. The Investor Representative shall notify the Reorganized Debtor in writing not less than three (3) days prior to the Guarantee Performance Date of the name of each of the Other Investors (together with all relevant information regarding such Other Investors' beneficial ownership interest, if any, in any securities of the Reorganized Debtor and all such other information as would be required to be specified in a Securities Act registration statement relating to the offer and sale by selling shareholders pursuant to Items 506 and 507 of Regulation S-K) and the number of shares of Reorganized Seitel Common Stock to be purchased by each of them and the manner in which such shares should be denominated and certificated as provided in Section 2.03(b)(i) hereof. HBV undertakes, covenants and agrees that on the Guarantee Performance Date it shall purchase (and pay in full the exercise price therefor) all Offered Shares that the Investors for any reason fail to purchase on the Guarantee Performance Date, including, without limitation, any such failure resulting from the fact that the Other Investors and the Reorganized Debtor do not enter into an Other Standby Purchase Agreement or any Other Investor's failure to perform under any Other Standby Purchase Agreement.
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FUNDING GUARANTEE. Developer shall provide an irrevocable Letter of Credit or other funding guarantee satisfactory in format to the City Attorney, in an amount equal to the estimated construction contract cost of the water main work (Estimate: $124,000) prior to the award of any improvement contract. The irrevocable Letter of Credit or other form of funding guarantee shall ensure that the Developer’s bank or savings and loan will provide the required funds to cover the estimated construction contract cost of installing the applicable public improvements and will, upon simple request by the Commissioner of Public Works and the City Treasurer, release same to City as required, all such funds to be furnished interest free. A contract for the water improvements shall not be awarded until the Letter of Credit or other funding guarantee has been provided.
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Related to FUNDING GUARANTEE

  • Note Guarantee By its execution hereof, each Guarantor acknowledges and agrees that it receives substantial benefits from the Issuer and that such Guarantor is providing its Note Guarantee for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject to the provisions of this Article 15, each Guarantor hereby unconditionally guarantees to each Holder of a Note authenticated by the Registrar as authenticating agent and delivered by the Trustee and its successors and assigns that: (i) the principal of (including the Redemption Price upon redemption pursuant to Article 3), premium, if any, and interest on the Notes shall be duly and punctually paid in full when due, whether at the Maturity Date, upon acceleration, upon redemption or otherwise, and interest on overdue principal, premium, if any, and (to the extent permitted by law) interest on any interest, if any, on the Notes and all other obligations of the Issuer to the Holders or the Trustee hereunder or under the Notes (including fees, expenses or other) shall be promptly paid in full or performed, all in accordance with the terms hereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at the Maturity Date, by acceleration, call for redemption or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 15.03 hereof (collectively, the “Guarantee Obligations”). Subject to the provisions of this Article 15, each Guarantor hereby agrees that its Note Guarantee hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any thereof, the entry of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such Guarantor. Each Guarantor hereby waives and relinquishes: (a) any right to require the Trustee, the Holders or the Issuer (each, a “Benefited Party”) to proceed against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against such Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of such Guarantor, the Issuer, any Benefited Party, any creditor of such Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against such Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. Each Guarantor hereby covenants that, except as otherwise provided therein, its Note Guarantee shall not be discharged except by payment in full of all Guarantee Obligations, including the principal, premium, if any, and interest on the Notes and all other costs provided for under this Indenture or as provided in Article 7. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or the Guarantors, or any trustee or similar official acting in relation to either the Issuer or the Guarantors, any amount paid by the Issuer or the Guarantors to the Trustee or such Holder, the Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. Each Guarantor agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee Obligations, and (y) in the event of any acceleration of such obligations as provided in Article 6 hereof, such Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purpose of the Note Guarantee.

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