Replacement Guarantee Clause Samples

Replacement Guarantee. ‌ (a) The Developer may, by notice in writing, request that the City return the Guarantee if: (i) the Developer has secured part of the Outstanding HFS; (ii) the whole of the monies secured by the Guarantee provided to the City in accordance with clause 8.1 has not been expended by the City in accordance with clause 8.2; and (iii) the Developer provides the City with a replacement guarantee with a face value to be calculated by multiplying the Remaining HFS as at the date of the notice served under this clause by the Unit Rate. (b) On provision of a replacement guarantee, the parties agree that the replacement guarantee will become the Guarantee for the purpose of this document.

Replacement Guarantee. Monsoon shall use reasonable best efforts to, effective as of the Closing or as promptly as practicable thereafter, enter into a customary guarantee (the “Replacement Guarantee”) to replace the guarantee given by Indigo Guarantor (the “Busportal Guarantee”) pursuant to the Busportal Shareholders Agreement and obtain from the Initial Shareholders (as defined in the Busportal Shareholders Agreement) a full release of liability on the part of Indigo Guarantor with respect to its obligations under the Busportal Guarantee. From and after the Closing, and until such time as Monsoon has entered into the Replacement Guarantee and obtained such release of liability in accordance with this Section 7.18, Monsoon shall indemnify and hold harmless Indigo Guarantor and its Affiliates for any liability arising under the Busportal Guarantee.

Replacement Guarantee. 9.1 A thirty (30) day replacement guarantee of one (1) replacement will be offered for all our Referral Services. 9.2 If within the replacement period of thirty (30) days from the date of commencement our short listed candidate whom we have placed with you: (a) performs unsatisfactorily in the placement for which he or she was presented (or have committed a serious misconduct) and the placement is terminated for that reason; or (b) terminates the contract then, subject to clause 9.2 and 9.3, we will use our best endeavours to present a replacement candidate at no extra fee. 9.3 Our obligations under clause 9.1 arise if and only if: (a) the candidate was short-listed for the placement under clause 2 and that the candidate was not already a replacement candidate presented under clause 9.1; (b) the Success Fee has been paid; (c) you notify us immediately of any circumstance that may result in us being required to perform our obligations under this clause 9; (d) you notify us in writing of the termination of the employment, engagement or contract promptly, stating the date and reason(s) for termination; (e) the termination of the candidate’s placement is not due to: (i) any false or misleading representation made to the successful candidate in connection with the placement; (ii) any action on your part which might make the termination of the successful candidate’s employment or engagement unlawful, harsh, unjust or unreasonable; or

Replacement Guarantee. In the event that Revolver A is terminated by the Lender after the date of this Agreement but prior to the expiration of the Initial Guarantee Period (or, if the Initial Guarantee Period is extended prior to such termination, prior to the expiration of the Guarantee Extension Period) and Parent is able to secure a replacement credit facility either from the Lender or another third-party lender on commercially reasonable terms, including an interest rate that, taking into account the assumption that VPVP will guarantee the obligations of the borrowers under such replacement credit facility, does not exceed the sum of the prime rate (as reported in The Wall Street Journal on the date of the closing of such replacement credit facility) plus 3.5% (any such replacement credit facility, a “Replacement Facility”), VPVP shall guarantee all of the obligations of Parent, Aviza and their respective subsidiaries, successors and assignees under the Replacement Facility (the “Replacement Guarantee”); provided, however, that VPVP shall not be obligated to guarantee in excess of Twenty Million Dollars ($20,000,000) in aggregate principal amount of borrowings under the Replacement Facility pursuant to the Replacement Guarantee. The Replacement Guarantee shall have a term equal to the remaining term of the Initial Guarantee Period or the Guarantee Extension Period, as applicable; and provided further, that if Parent enters into the Replacement Facility during the Initial Guarantee Period, Parent shall have the right to request the Guarantee Extension with respect to the Replacement Facility pursuant to the terms of Section 3.1 hereof.

Replacement Guarantee. 5.1 If a candidate you have recruited through us leaves your employment within six (6) months of the date of commencement, we will endeavor to find a replacement free of charge. This replacement guarantee only applies when our fee has been paid with seven (7) days from the date on the invoice, and we have been notified in writing within seven (7) days of the occurrence of a termination, providing the termination is for reasons other than retrenchment change of job description or working conditions. This replacement guarantee is valid for a period of up to six (6) months from termination date and as the replacement guarantee is valid for a period up to six (6) months from termination date and as the replacement guarantee relates to a specific job description, we reserve the right to negotiate our replacement terms should changes occur in the role originally recruited for and is non- transferrable. 5.2 The client is not entitled to a refund or credit in respect of any guarantee not taken up by the Client or undertaken but not fulfilled by Your Recruitment. However all additional costs including but not limited to advertising, travel, couriers and other out of pocket expenses are not included in this guarantee and will be invoiced at cost plus GST. If the replacement guarantee has not been utilised within three (3) months of the candidate leaving, the offer will be rescinded. Where a replacement is recruited there will be no guarantee period applicable for such a placement. For the avoidance of doubt there is no replacement guarantee on a fixed term placement. Where a placement is recruited for there will be no guarantee period applicable for such a placement. For the avoidance of doubt there is no replacement guarantee on a fixed term placement. 5.3 Should you choose to advertise through seek yourself and recruit a candidate for this position during our terms of engagement. The replacement guarantee will be invalid. Should you decide to employ a replacement candidate directly Your Recruitment will deem the replacement recruitment assignment credit to have been used irrespective of whether the candidate is offered a permanent position or not. A guarantee does not apply to the replacement candidate.

Replacement Guarantee. 8.1 No rebate of fees shall be made. Should the engagement of a Candidate terminate within a period of 8 weeks (including the Candidate‟s period of contractual notice) from the start of a Placement, RW shall seek a replacement Candidate on the condition that: (a) the Candidate leaves of his/her own volition and not due to any redundancy measures, change in job description or change in work conditions; (b) RW‟s invoice has been settled in accordance with this Agreement; (c) the Client has complied with its obligations to the Candidate including its obligations under any relevant law; (d) the request is given exclusively to RW to replace the Candidate; (e) the nature of the replacement role is the same as the initial Placement; and (f) RW is informed in writing that the Candidate is no longer to be engaged by the Client within 7 days. 8.2 RW offers its replacement guarantee on the initial Candidates placed. It does not offer its replacement guarantee for the replacement Candidate, a Fixed Term Placement or for a Candidate that was originally placed with the Client on a temporary basis. 8.3 If the Salary Package of the replacement Candidate changes from the original Candidate, the invoiced amount will be adjusted accordingly. 8.4 The replacement guarantee will be valid for a period of 3 months from the date of termination of the initial Candidate, after which RW is not obliged to offer such guarantee.

Replacement Guarantee. (a) Q water guarantees that any goods which, within a period of 12 months from delivery and upon examination by an authorized Q water representative, are found to be defective in workmanship, material or design whereby they are unsuitable, under proper usage and service for the purpose for which they are intended and under proper maintenance in accordance with Q water’s specifications and/or materials, will be at Q water’s sole discretion to: (i) Replaced free of charge; or (ii) Repair or be rectified by Q water either in-situ or at a site nominated by Q water; or (iii) If agreed in writing by and under direction of Q water, replaced, repaired or rectified by a third party of Q water, the purchaser shall be responsible for all costs in relation to site disconnection, removal, transportation to Q water’s nominated repair facility and then the removal from the repair facility and return transportation to the purchaser’s site, reconnection and commissioning. Where assistance is required by Q water on site, suitable daily costs shall be negotiated separately as a new contract with the purchaser and invoiced for payment by the purchaser at the agreed rate and terms set by both parties and as laid out herein Q water’s standard trading terms and conditions of sale. (b) This guarantee does not apply where: (i) Goods are not put to proper usage, application or service, or goods are put to use in conditions outside of the defined or specified parameters, conditions and tolerance limits for manufacture. (ii) A defect results from the purchaser's specifications (if supplied). (iii) A defect results or arises from careless or improper handling by the purchaser or user, incorrect fitting, non-observance of operating maintenance or installation instructions, by repair or attempted repair by the purchaser or a third party without the consent of Q water in writing. (iv) Where it is due to fair wear and tear. (c) This guarantee does not apply to any goods which, in accordance with the quotation are second-hand. (d) This guarantee does not apply to any goods, components thereof or accessories, which are not manufactured by Q water. (e) Except as set out in this clause 16, Q water shall not be under any liability to the purchaser for any loss, injury or damage, whether direct, indirect or consequential, suffered by the purchaser, or for loss of profits, or to give to the purchaser contribution or indemnity, or otherwise, in respect of any loss, injury or damage arising from, ...

Replacement Guarantee. (1) No rebate of Fees shall be made. However, should the employment of the initial Candidate terminate within a period of 13 weeks (including period of notice) from the Candidate’s date of employment, RW shall endeavour to seek a replacement Candidate within a period of 3 months from date of termination of the initial Candidate at no extra cost to the Client (“Replacement Guarantee”) on the condition that: (i) the Candidate leaves of his/her own volition and not due to any redundancy measures, change of work responsibilities or employment conditions; (ii) RW’s invoice has been settled in accordance with these T&Cs; (iii) the nature of the replacement role is the same as the initial assignment; and (iv) RW is informed that the initial Candidate is no longer engaged by the Client within seven (7) days of it occurring. (2) RW offers its Replacement Guarantee for the initial Candidate placed only. It does not offer its Replacement Guarantee for the replacement Candidate, a fixed-term placement or for a Candidate who was originally placed with the Client on a temporary basis. (3) If the ARP of the replacement Candidate increases from the original Candidate, the invoiced amount will be adjusted accordingly. (4) RW is obliged to search for the replacement Candidate for a period of three (3) months from the date of termination of the initial Candidate on a best endeavour basis.

Replacement Guarantee. If a hired Candidate’s employment is terminated (voluntarily or involuntarily, except for reasons such as redundancy or restructuring) within ninety (90) days of their start date, Recruiter shall, at no additional cost, provide replacement recruitment services for the same position, provided Client has paid all due Commissions and notifies Recruiter in writing within seven (7) days of termination.