Joint Guarantee Sample Clauses

Joint Guarantee. The Guarantor hereby unconditionally and irrevocably agrees to provide joint guarantee to the Borrower, assuming joint and several liabilities for the Borrower’s debts under this Agreement and fees incurred by the Agent and the Banks in exercising or preserving their rights under this Agreement (for the purpose of this Article 9, such debts and fees are collectively referred to as the “Liabilities”). To the maximum extent permitted by applicable laws, the Guarantor agrees, represents and confirms as follows: 9.1. If the Borrower fails to repay any Liabilities on due date, upon notice by the Agent, the Guarantor shall immediately deposit to the account designated by the Agent an amount equal to the Liabilities payable under the guarantee, plus applicable interest calculated based on the Default Rate for a period from the due date of the default amount to the date of actual repayment of such amount and corresponding default penalty; The amount to be paid by the Guarantor shall be subject to evidence provided by the Banks with respect to the unpaid due Liabilities of the Borrower. 9.2. The Guarantor hereby agrees to (a) exempt the Agent and the Banks from the obligations of preparing any pretest, reminder or any other notice with respect to the notes, and (b) waive the benefit of discussion, so that the Agent and the Banks do not need to first claim against the Borrower or securities provided under the facility agreement or other documents. The Guarantor represents that it is not a guarantor in the capacity of director, supervisor or other representative of the Borrower, therefore, Article 753-1 of the Civil Code does not apply to the obligations of the Guarantor under this Agreement. 9.3. The obligation of joint guarantee hereunder shall not be released or affected in any way for any reason whatsoever (including without limitation, with respect to the borrower, bankruptcy, reconciliation under bankruptcy law, reorganization, liquidation, wind up or other legal proceedings), unless and until the Liabilities have been paid off by the Borrower or the Guarantor. 9.4. The Guarantor shall not claim against the Borrower for any Liabilities it repaid on behalf of the Borrower or enforce any right or security under the guarantee provided herein before the paying off of the Liabilities under this Facility; the Guarantor agrees that, in any case, its claim against the Borrower shall be subordinated to the claims of the Agent and the Banks against the Borrower. 9.5. The...

Joint Guarantee. For the debts guaranteed by the Guarantor, if the principal debtor fails to perform the contract, the Guarantor shall be responsible for repaying all such debt amounts and shall agree to the following: 1. The Bank does not need to seek repayments from the collateral first before it is entitled to claim directly against the Guarantor. 2. After the Guarantor has paid off all the debts on behalf of the principal debtor and requests the collateral to be returned to the Guarantor in accordance to the law, the Guarantor shall not object over any defect on the collateral. 3. The Guarantor shall not terminate the guarantee unless under the terms of this Agreement; however, the guarantee debts before the termination shall not be waived, and the guarantee responsibility shall not be waived upon the occurrence of any change in the position, status, and qualifications. An exception applies when the Bank believes that it is necessary based on an application or other specific facts, upon written notice, one or multiple Guarantors should be waived or removed from its guarantor responsibility, however, the other Guarantors shall still be fully liable for the debts borne by the principal debtor. 4. If a third party jointly bears the debts of the principal debtor, the Guarantor shall still be liable to bear joint and several liability.

Joint Guarantee. The Lenders, in the way they are represented, accept, by this act, the joint guarantee, constituted, in compliance of the obligations assumed by the Borrower in this Public Deed, by PLYMOUTH RUBBER COMPANY, INC. a U.S. Corporation incorporated under the Laws of the Commonwealth of Massachusetts, domiciled in Canton, Massachusetts, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, and duly registered at the Commonwealth of Massachusetts (USA). The guarantee is extended to any and all the obligations of the borrower contemplated in the present agreement. The guarantee shall remain in force for as long as the obligations it guarantees have not been totally canceled. The guarantors hereby expressly accept, in all their effects, all the extensions of the payment periods or all other payment facilities which the lending institutions may grant to the borrower.

Joint Guarantee. (i) The Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantee to Executive the prompt and complete payment and performance by the Company when due of the Obligations. (ii) Each of TMNA and Mmobuosi, as the largest shareholder of the Company and the controlling beneficial owner of TMNA, hereby acknowledge sufficient consideration for the guarantee herein provided. (iii) In connection with the foregoing, in the event that any part of the Separation Payment (as such term is defined in the Separation Agreement) is not paid on the date it is due, the Executive shall have the right, but not the obligation, upon five (5) business days written notice to the Company, to require Guarantors, on a joint and several basis, to deliver to the Executive a number of shares of common stock of the Company calculated by reference to such unpaid Separation Payment. The exercise of the guaranty shall be irrevocable as to the Executive, the Company and the Guarantors, and the Company may not, from and after such notice, cure such default by making payment of the applicable portion of the Separation Payment. Any legends recorded on the shares (or any certificates reflecting such shares) to be delivered pursuant to this Section 2(a)(iii) shall be removed prior to such delivery. For purposes of this Section 2(a)(iii), the number of such shares shall be determined by reference to the lower price of: (1) One-Half (½) of the volume-weighted average trading price of the Company’s shares for the five-day period prior the date of notice provided in this Section 2(a)(iii); or (2) Fifty Cents ($0.50). (iv) The guarantee contained in this Section 2 shall remain in full force and effect until all the Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full. Guarantors shall not sell, gift, transfer, pledge, mortgage, hypothecate or otherwise dispose of or alienate any interest in any shares currently held by them until Seller has received the full amount of the Purchase Price (including, for the avoidance of doubt, any shares delivered pursuant to one or more exercises by the Executive of this Guarantee). In order to verify compliance with the provisions of this clause (iv), Guarantors shall provide to the Executive, upon request, account statements, book statements, or other documents verifying Guarantor’s continued ownership of their shares until such time as the Purchase Pr...

Joint Guarantee. ● The Joint Guarantors shall bear guarantee obligations jointly with the Borrower.

Joint Guarantee. NeoPhotonics Corporation shall jointly guarantee the purchase payment obligation of Purchaser stipulated in this Agreement. As proof of the above agreement between the parties to this Agreement, two agreements shall be prepared, each then signed and stamped by Seller and Purchaser, and each party shall retain one copy thereof. January 18, 2013 Seller: ▇▇▇-▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇, Hachioji, Tokyo Lapis Semiconductor Co., Ltd. Representative Director: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Purchaser: Hachioji ▇▇▇▇▇-▇▇▇ Center Building 9F 9-8 ▇▇▇▇▇-▇▇▇, Hachioji, Tokyo NeoPhotonics Semiconductor GK Representative Partner: NeoPhotonics Corporation Limited Representative: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ In accordance with the stipulations of Article 30, the following party shall jointly guarantee the purchase payment obligation of Purchaser and signs below as proof accordingly. Parent Company: NeoPhotonics Corporation Representative: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Attachment 1 Land — ▇▇▇-▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇, Hachioji, Tokyo (housing lot) 14,264.03 square meters Building — House number 550-9 Main building Research building U1 building Research RC structure 6 12607.2 Sign 1 Cylinder room New V building high-pressure gas container storage area Cylinder storage area RC structure 1 22.96 Sign 2 Cylinder room Warehouse Warehouse RC structure 1 43.03 Sign 3 Chemical storage area U1 building chemical storage area Warehouse S structure 1 212.5 Sign 4 Outdoor gas storage area U1 building outdoor gas storage area Warehouse RC structure 1 50.6 Sign 7 Water purifying room Second water purifying room Water purifying S structure 2 208 Attachment 2 a. Structural calculation documents currently held by Seller in relation to the building b. All past documents relating to the maintenance, management, and repair condition on the property c. All permits and licenses relating to the property d. Copy of the register relating to the real property e. Drawings and specifications currently held by Seller in relation to the building f. Drawings and structural drawings currently held by Seller in relation to the building g. All reports relating to environmental surveys concerning the property conducted before the Closing Date (including, but not limited to those concerning PCB and asbestos) h. Documents concerning neighboring or nearby vested interests that occurred before the Closing Date (if applicable) i. Certificate of verification of building construction currently held by Seller in relation to the building j. Certificate of inspection ...

Joint Guarantee. The Guarantors jointly and severally, unconditionally and irrevocably guarantee in respect of all Lenders, the full and punctual compliance with all payment obligations (whether principal, ordinary interest, late interest, fees, indemnities, expenses or any other item) assumed by the Borrower under this Contract, in the terms set out in this Stipulation. 26.1.1. The Guarantors constitute this joint and several, irrevocable guarantee in favour of the Lenders in respect of the borrower and amongst themselves, pursuant to article 1822 of the Civil Code. The joint and several nature of this guarantee is likewise understood to be pursuant to the terms of article 1837 of the Civil Code. 26.1.2. The Lenders or the Agent, depending on who is responsible pursuant to the terms of section 26.1.3, may demand the fulfilment of the Guaranteed Obligations directly from the Guarantors according to article 1144 of the Civil Code and without the need to first make a claim to the Borrower or to make a joint claim to the Borrower and/or the Guarantors.