Guarantor Undertakings Clause Samples
Guarantor Undertakings. 16.1 The Guarantor gives the following undertakings in favour of Taiping which will remain in force from the date of this Guarantee and Indemnity for so long as any amount is outstanding under the Customer Agreement and (subject to any written waiver by Taiping, from time to time) acknowledges that Taiping relies on them:
(a) the Guarantor will notify Taiping immediately in writing if any representation or warranty given by it in this Guarantee and Indemnity, or otherwise in connection with this Guarantee and Indemnity, is found to be materially incorrect, incomplete or misleading, or has become so with respect to current or new circumstances;
(b) the Guarantor will obtain or maintain, and comply with, each authorisation required from time to time for the Guarantor to lawfully remain a party to this Guarantee and Indemnity, to perform all obligations hereunder and to allow those obligations to be enforced;
(c) the Guarantor will provide to Taiping such further information about the Guarantor’s financial condition as Taiping may reasonably request from time to time; and
(d) the Guarantor will not, without Taiping’s consent, do anything, or permit anything that is under its control to occur, that would have a Material Adverse Effect.
17.1 All information the Guarantor provides to Taiping in connection with this Guarantee and Indemnity must be correct, complete and not misleading.
17.2 The Guarantor must promptly notify Taiping if the Guarantor becomes aware that any information it has given changes, is incorrect or misleading.
17.3 If Taiping asks, the Guarantor must give Taiping any information about or documents in connection with:
(a) this Guarantee and Indemnity; and
(b) the Guarantor’s financial affairs.
17.4 All information or documents must be in the form Taiping requires and certified by the Guarantor or other relevant person identified by Taiping to be true and correct.
17.5 The Guarantor consents to Taiping periodically checking the Guarantor’s credit status with any credit bureau or credit reference agency in any relevant jurisdiction.
Guarantor Undertakings. 11.2.1 The Guarantor undertakes to each Financing Party and each Hedging Bank that prior to the Completion Date, it shall unless the Agent (acting on the instructions of the Majority Banks) otherwise agrees:
(a) maintain a consolidated net worth equal to or greater than US$25,000,000, computed in accordance with United States GAAP;
(b) maintain Current Assets in excess of Current Liabilities (as such terms are defined in its latest Accounts) by 1.1:1;
(c) not incur any additional Indebtedness after the date of this Agreement in excess of US$5,000,000 outstanding at anytime;
(d) own, directly or indirectly, 100% of the voting rights in the Borrower; and
(e) provide to the Borrower such non-monetary support and assistance using its reasonable commercial efforts as is necessary for Completion to be achieved by the Target Completion Date provided that such support and assistance does not constitute a payment or performance guarantee and provided further that the Guarantor shall not be liable for any losses, costs, expenses, damages or other amounts arising from the failure to achieve Completion by the Target Completion Date, other than to the extent set out in the Guarantee.
11.2.2 The Guarantor undertakes to each Financing Party and each Hedging Bank that following the Completion Date and until expiry of the Security Period, it shall, unless the Agent (acting on the instructions of the Majority Banks) otherwise agrees own at least 50.1% of the voting rights in the Borrower and provide to the Borrower such non-monetary support and assistance using its reasonable commercial efforts as is necessary for the Mining Operations to be conducted in a manner that would be expected of a professional, prudent operator of a mine of the size, location and characteristics comparable to the Project and in the manner and with the skill and care of a reasonable business man, provided that such support and assistance does not constitute a payment or performance guarantee and provided further that the Guarantor shall not be liable for any losses, costs, expenses, damages or other amounts arising from the failure of the Mining Operations to be so conducted.
11.2.3 The Parties acknowledge that the Guarantor intends to enter into certain transactions as contemplated in the "Agreement and Plan of Merger between Western Goldfields, Inc, Western Goldfields US Inc and Western Goldfieds Inc" (for the purpose of this Clause, the Merger Agreement) appended to the United States Securities ...
Guarantor Undertakings. Until all of the Guaranteed Obligations have been unconditionally and irrevocably discharged, the Guarantor agrees that:
(a) if the Seller is bankrupt, insolvent or in liquidation, the Guarantor will not prove in any such bankruptcy, insolvency or liquidation in competition with the Purchaser;
(b) any security taken by the Guarantor from the Seller in consideration of this guarantee and any money received by the Guarantor by proving in the bankruptcy, insolvency or liquidation of the Seller, shall be held for the benefit of the Purchaser, to the extent necessary to satisfy any unpaid obligation of the Guarantor under this guarantee; and
(c) if any payment received by the Purchaser from the Seller in relation to the Guaranteed Obligations is avoided or set aside on the subsequent bankruptcy, insolvency or liquidation of the Seller any amount received by the Purchaser and subsequently repaid shall not discharge or diminish the liability of the Guarantor for the Guaranteed Obligations and this Section 10 shall apply as if such payment had at all times remained owing by the Seller.
Guarantor Undertakings