Financing Guarantee Sample Clauses

Financing Guarantee. (a) The Purchaser has delivered to the Seller true and complete copies of (i) an executed commitment letter (including all exhibits, schedules, annexes and amendments to such agreement in effect as of the date of this Agreement) (the “Investor Financing Commitment”), from Xxxx Capital Fund X, L.P. and Xxxx Capital Europe Fund III, L.P. (collectively, the “Investors”) pursuant to which the Investors have committed to provide the Purchaser with financing in an aggregate amount equal to the Investor Commitment Amount (the “Investor Financing”); (ii) an executed commitment letter (including (A) all exhibits, schedules, annexes and amendments to such agreements in effect as of the date of this Agreement; and (B) any associated fee letter in redacted form) (the “Senior Debt Financing Commitment”) from the Senior Lenders pursuant to which the Senior Lenders have committed to provide the Purchaser with debt financing in an aggregate amount of $775,000,000 (the “Senior Debt Financing”); and (iii) an executed commitment letter (including (A) all exhibits, schedules, annexes and amendments to such agreements in effect as of the date of this Agreement; and (B) any associated fee letter in redacted form) (the “Mezzanine Debt Financing Commitment” and together with the Investor Financing Commitment and the Senior Debt Financing Commitment, the “Financing Commitments”) from Sankaty Credit Opportunities IV, L.P. (the “Mezzanine Lender”) pursuant to which the Mezzanine Lender has committed to provide the Purchaser with debt financing in an aggregate amount of $150,000,000 (the “Mezzanine Debt Financing” and together with the Investor Financing and the Senior Debt Financing, the “Financing”).
Sample 1
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Financing Guarantee. (a) guarantees or repurchase or recourse obligations of Parent or a Subsidiary, incurred in the Ordinary Course of Business consistent with past practice, of Debt incurred by a customer, dealer, or customer of a dealer, for the purchase or lease of property substantially all of which is manufactured or sold by Parent or such Subsidiary, the proceeds of which Debt are used by such customer, dealer, or customer of a dealer primarily to pay the purchase or lease price of such property and any related reasonable fees and expenses (including financing fees); (b) a lease finance transaction under which (i) Parent or any Subsidiary sells property to a Financial Institution, (ii) such Financial Institution, as lessor, enters into an Operating Lease with respect to such property with Parent or such Subsidiary, as lessee, and (iii) Parent or such Subsidiary, as the case may be, as lessor, enters into an Operating Lease with respect to such property with a customer, as lessee; or (c) any agreement or program entered into with a Financial Institution on substantially the same terms, or for substantially the same purpose, as the agreements referred to in clause (a) and (b) above or otherwise as consented to by Agent, such consent not to be unreasonably withheld, as any of the same may be amended, modified, supplemented, substituted, replaced, restated or refinanced, in whole or in part, from time to time on terms, taken as a whole, not materially less favorable to Borrowers as reasonably determined by Borrowers. First Amendment Effective Date: May 25, 2023. 25 Fiscal Quarter: each period of three months, commencing on the first day of a Fiscal Year. Fiscal Year: the fiscal year of Parent and its Subsidiaries for accounting and tax purposes, ending on December 31st of each year.
Sample 1
Financing Guarantee. Upon the execution of this Contract and after SES’ contribution of 15 percent of its registered capital to the Company, if the Company applies with a bank, in a single or in multiple tranches, for medium to long-term loans (not exceeding ten (10) years) and not exceeding 60 percent of the Company’s total investment, if such bank requires a corporate guarantee to secure such loan(s), Hai Hua shall be obliged to provide a corporate guarantee to such bank in such form and to such extent as such bank may require for the Company to secure such loan(s). However, Hai Hua’s guarantee shall not contain restrictive clauses on Hai Hua’s operations, funds management, etc. that are additional to those normally required for corporate guarantees. The Company shall provide such co-operation and provide such EXECUTION VERSION [#] This information has been omitted in reliance upon Rule 406 under the Securities Act of 1933, as amended, and has been filed separately with the Securities and Exchange Commission. information and assistance as may be reasonably required by the bank. The Company may, at its discretion, agree to grant such security to the bank as may be reasonable in order to secure the loan, provided any such security shall be subordinate to any other security that the Company has granted or may grant to its other financiers, banks and/or Affiliates. The Company shall provide a counter-guarantee of equal value to Hai Hua which is acceptable to the bank. If the Company can not obtain such financing based on Hai Hua’s guarantee in accordance with the above paragraph, the Company shall have the option to choose other sources of financing for project construction in order to continue the performance its obligations under this Contract.
Sample 1
Financing Guarantee. I.8.1. [Where the amount of the Pre-financing Payment equals or exceeds EUR 300.000 (Three Hundred Thousand euros), the Contractor shall provide a Pre-financing guarantee covering the amount of the Pre-financing Payment issued in favour of Fusion for Energy by an authorized bank or other financial institution established in the European Union or Switzerland having a public credit rating of not less than BBB by Standard and Poors or equivalent credit rating from a reputable ratings agency acceptable to Fusion for Energy, in accordance with the template set out in the Applicable Documents (AD03 -Pre-financing Guarantee Form). The guarantee will be released by Fusion for Energy within one (1) month after the clearing of the Pre- financing Payment against the [interim payments/payment of the balance].
Sample 1
Financing Guarantee. (a) Buyer has sufficient immediately available funds to pay, in cash, the Purchase Price and all other amounts payable by Buyer pursuant to this Agreement or otherwise necessary for Buyer to timely consummate the transactions contemplated by this Agreement. Neither Buyer nor any of its Affiliates has incurred any liabilities or obligations, or is contemplating or aware of any liabilities or obligations, in either case, that would impair or materially adversely affect such resources and Buyer’s capability to effect the transactions contemplated by this Agreement. The obligations of Buyer to effect the transactions contemplated by this Agreement are not conditioned upon the availability to Buyer or any of its Affiliates of any debt, equity or other financing in any amount whatsoever. 44
Sample 1
Financing Guarantee. (a) The Purchaser has provided the Seller with true, accurate and complete copies of an executed debt commitment letter and related term sheets excluding any details on any fees or interest rate terms payable by the Purchaser (“Financing Commitment”) from Xxxxxxx Xxxxx Lending Partners LLC (the “Lender”) pursuant to which, and subject to the terms and conditions of which, the Lender has committed to provide the Purchaser with loans in the amounts described therein, the proceeds of which may be used to consummate the transactions contemplated by this Agreement (the “Financing”). The Financing Commitment is a legal, valid and binding obligation of the Purchaser and the other parties thereto. The Financing Commitment is in full force and effect, and the Financing Commitment has not been withdrawn, rescinded or terminated or otherwise amended or modified in any respect, and no such amendment or modification is contemplated. The Purchaser is not in breach of any of the terms or conditions set forth in the Financing Commitment, and no event has occurred which, with or without notice, lapse of time or both, could reasonably be expected to constitute a breach, default or failure to satisfy any condition precedent set forth therein. As of the date hereof, the Purchaser is not aware of any fact or occurrence existing on the date hereof that, with or without notice, lapse of time or both, could reasonably be expected to (A) make any of the assumptions or any of the statements set forth in the Financing Commitment inaccurate, (B) result in any of the conditions in the Financing Commitment not being satisfied, (C) cause the Financing Commitment to be ineffective or (D) otherwise result in the Financing not being available on a timely basis in order to consummate the transactions contemplated by this Agreement. As of the date hereof, the Lender has not notified the Purchaser of its intention to terminate the Financing Commitment or not to provide the Financing. The net proceeds from the Financing will be sufficient to consummate the transactions contemplated by this Agreement and to pay any fees and expenses of or payable by the Purchaser in connection therewith. The Purchaser has paid in full any and all commitment or other fees required by the Financing Commitment that are due as of the date hereof, and will pay, after the date hereof, all such commitments and fees as they become due. There are no side letters, understandings or other agreements or arrangements relati...
Sample 1
Financing Guarantee. (a) guarantees or repurchase or recourse obligations of Parent or a Subsidiary, incurred in the Ordinary Course of Business consistent with past practice, of Debt incurred by a dealer or customer of a dealer, for the purchase or lease of property substantially all of which is manufactured or sold by Parent or such Subsidiary, the proceeds of which Debt are used by such dealer or customer primarily to pay the purchase or lease price of such property and any related reasonable fees and expenses (including financing fees); provided, however, that (i) any guarantees or repurchase or recourse obligations of an Obligor are solely with respect to Debt for the purchase or lease of property manufactured or sold by such Obligor, (ii)(A) with respect to property located in the U.S., the Debt so guaranteed is secured by a perfected first priority Lien on such property in favor of the holder of the Debt or Parent or such Subsidiary and (B) with respect to property located outside of the U.S., the Debt so guaranteed is secured by a Lien or other similar security interest to the extent commercially practicable in the jurisdiction in which such property is located and (iii) if Parent or such Subsidiary is required to make payment with respect to such guaranty, it will have the right to receive one or more of the following: (A) the title to such property (if applicable), (B) a valid assignment of a perfected first priority Lien or other similar security interest in the property or (C) the net proceeds of any resale of such property and (b) a lease finance transaction under which (i) Parent or any Subsidiary sells property to a Financial Institution, (ii) such Financial Institution, as lessor, enters into an Operating Lease with respect to such property with Parent or such Subsidiary, as lessee, and (iii) Parent or such Subsidiary, as the case may be, as lessor, enters into an Operating Lease with respect to such property with a customer, as lessee.
Sample 1
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Related to Financing Guarantee

  • Continuing Guarantee This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by any Obligor under the Finance Documents, regardless of any intermediate payment or discharge in whole or in part.

  • Continuing Guarantees (a) Each Subsidiary Guarantee shall be a continuing Guarantee and shall (i) subject to Section 1303, remain in full force and effect until payment in full of the principal amount of all Outstanding Notes (whether by payment at maturity, purchase, redemption, defeasance, retirement or other acquisition) and all other Subsidiary Guaranteed Obligations of the Subsidiary Guarantor then due and owing, (ii) be binding upon such Subsidiary Guarantor and (iii) inure to the benefit of and be enforceable by the Trustee, the Holders and their permitted successors, transferees and assigns.

  • Continuing Guaranty This Guaranty is a continuing guaranty and shall remain in effect until all of the Guaranteed Obligations shall have been paid in full and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled. Each Guarantor hereby irrevocably waives any right to revoke this Guaranty as to future transactions giving rise to any Guaranteed Obligations.

  • Guarantee of Payment; Continuing Guarantee The guarantee in this Article IV is a guaranty of payment and not of collection, is a continuing guarantee, and shall apply to all Obligations whenever arising.

  • Continuing Guaranty; Assignments This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the latest of (i) the payment in full in cash of the Guaranteed Obligations and all other amounts payable under this Guaranty, (ii) the Termination Date and (iii) the latest date of expiration or termination of all Letters of Credit and all Secured Hedge Agreements, (b) be binding upon the Guarantor, its successors and assigns and (c) inure to the benefit of and be enforceable by the Secured Parties and their successors, transferees and assigns. Without limiting the generality of clause (c) of the immediately preceding sentence, any Secured Party may assign or otherwise transfer all or any portion of its rights and obligations under this Agreement (including, without limitation, all or any portion of its Commitments, the Advances owing to it and the Note or Notes held by it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Secured Party herein or otherwise, in each case as and to the extent provided in Section 9.07. No Guarantor shall have the right to assign its rights hereunder or any interest herein without the prior written consent of the Secured Parties.

  • Guaranty Absolute; Continuing Guaranty; Assignments (a) The Guarantors, jointly and severally, guaranty that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Transaction Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Collateral Agent or any Buyer with respect thereto. The obligations of each Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any Guarantor to enforce such obligations, irrespective of whether any action is brought against any Transaction Party or whether any Transaction Party is joined in any such action or actions. The liability of any Guarantor under this Guaranty shall be as a primary obligor (and not merely as a surety) and shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives, to the extent permitted by law, any defenses it may now or hereafter have in any way relating to, any or all of the following:

  • The Guarantee Each Guarantor hereby jointly and severally with the other Guarantors guarantees, as a primary obligor and not merely as a surety to each Secured Party and their respective permitted successors and assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of (i) the Title 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the United States Code and (ii) any other Debtor Relief Laws) on the Loans made by the Lenders to, and the Notes held by each Lender of, the Borrower, and all other Secured Obligations from time to time owing to the Secured Parties by any Loan Party or any Subsidiary under any Loan Document or any Secured Hedge Agreement or any Treasury Services Agreement, in each case strictly in accordance with the terms thereof (such obligations, including any future increases in the amount thereof, being herein collectively called the “Guaranteed Obligations”); provided, however, that Guaranteed Obligations shall exclude all Excluded Swap Obligations. The Guarantors hereby jointly and severally agree that if the Borrower or other Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

  • SBIC Guarantee The Borrower will not, nor will it permit any of its Subsidiaries to, cause or permit the occurrence of any event or condition that would result in any recourse to any Obligor under any Permitted SBIC Guarantee.

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