Backstop Guarantee definition

Backstop Guarantee means a guarantee of all indemnification and other payment obligations under this Agreement and the other Transaction Documents by an Affiliate of a Seller with a long-term senior unsecured credit rating of Baa3 or higher by Xxxxx’x Investors Service or BBB- or higher by Standard & Poor’s Ratings Services, in the form attached hereto as Exhibit B.
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Backstop Guarantee shall have the meaning set forth in Section 1.4 of this Agreement.
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Backstop Guarantee shall have the meaning given to such term in the Debenture Trust Deed.
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Examples of Backstop Guarantee in a sentence

  • The Company will, and will use its reasonable efforts to cause the Seller Representative to, promptly provide any required notices to the Escrow Agent to cause the timely release of the Backstop Guarantee Escrow Share Amount in accordance with the Merger Agreement to the extent that the Subscriber is entitled to such amounts in accordance with the Merger Agreement.

  • The Class A Common Stock to be issued upon exercise of the Unit Warrants issued in the Rights Offering (including pursuant to the Backstop Guarantee) and the Private Placement shall be approved for listing on NASDAQ, subject to official notice of issuance, and the Class A Common Stock shall not have been delisted on NASDAQ.

  • The Rights Offering Units acquired by Investor pursuant to the Backstop Guarantee are collectively referred to as the “Backstop Acquired Units”.

  • The Rights Offering shall be closed prior to or contemporaneously with the Backstop Guarantee and Private Placement in accordance with the terms and conditions set forth in this Agreement and the Prospectus.

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  • In the event that the Term Loan has been funded on the Bridge Date, the proceeds of the Rights Offering (including the proceeds from the Backstop Guarantee) and the Private Placement will be used by the Company to repay in full the Refinancing Portion of the Term Loan.

  • Until and including the Initial Term Loan Maturity Date, the Refinancing Portion of the Term Loan shall be repaid only from the proceeds of the Rights Offering (including the proceeds resulting from the Backstop Guarantee) and the Private Placement, in each case, if and to the extent closed.

  • Within three (3) Business Days after the expiration of the Subscription Period, the Company shall issue to Investor a notice (the “Guarantee Notice”) setting forth the Aggregate Offered Units, the number of Rights Offering Units validly subscribed for in the Rights Offering and the number of Rights Offering Units to be acquired by Investor pursuant to the Backstop Guarantee.

  • The foregoing shall not limit in any respect any claim based on diminution of value of the Notes purchased by the Investor at the Closing of the Rights Offering (including pursuant to the Backstop Guarantee) and the Private Placement (other than diminution in value suffered or sustained in the case of any indemnity obligations solely pursuant to clause (iii) of this Section 5.2(a)).

  • Investor is purchasing the Private Placement Units, the Backstop Acquired Units, the Notes and the Unit Warrants issued in the Private Placement and the Backstop Guarantee and any shares of Class A Common Stock to be issued pursuant to the exercise of such Unit Warrants for its own account for investment, and not with a view to, or for resale in connection with, the distribution thereof, and has no present intention of distributing or reselling any thereof.

Related to Backstop Guarantee

  • Swap Guarantee If so specified in the Supplement with respect to any Series, the guarantee issued by the Swap Guarantor in favor of the Trust substantially in the form attached as an exhibit to the Swap Agreement.

  • Subsidiary Guaranty Agreement means each unconditional guaranty agreement executed by the Subsidiary Guarantors in favor of the Administrative Agent for the ratable benefit of the Secured Parties, substantially in the form of Exhibit H, as amended, restated, supplemented or otherwise modified from time to time.

  • Subsidiary Guarantee Agreement means the Subsidiary Guarantee Agreement, substantially in the form of Exhibit D, made by the Subsidiary Loan Parties in favor of the Administrative Agent for the benefit of the Lenders.

  • Subsidiary Guaranty is defined in Section 9.7(a).

  • Parent Guarantee means the guarantee by Parent Guarantor of the obligations of the Issuer under this Indenture and the Securities in accordance with the provisions of this Indenture.

  • Permitted SBIC Guarantee means a guarantee by the Borrower of Indebtedness of an SBIC Subsidiary on the SBA’s then applicable form, provided that the recourse to the Borrower thereunder is expressly limited only to periods after the occurrence of an event or condition that is an impermissible change in the control of such SBIC Subsidiary (it being understood that, as provided in clause (s) of Article VII, it shall be an Event of Default hereunder if any such event or condition giving rise to such recourse occurs).

  • Guaranty Agreement means an agreement executed by the Guarantors in substantially the form of Exhibit F-2 unconditionally guarantying on a joint and several basis, payment of the Indebtedness, as the same may be amended, modified or supplemented from time to time.

  • Bid guarantee means the bid bond, cashier's check or certified check submitted as part of the bid proposal, payable to the contracting unit, ensuring that the successful bidder will enter into a contract.

  • Guarantee Assumption Agreement means a Guarantee Assumption Agreement substantially in the form of Exhibit B to the Guarantee and Security Agreement between the Collateral Agent and an entity that pursuant to Section 5.08 is required to become a “Subsidiary Guarantor” under the Guarantee and Security Agreement (with such changes as the Administrative Agent shall request consistent with the requirements of Section 5.08).

  • VA Loan Guaranty Agreement means the obligation of the United States to pay a specific percentage of a Mortgage Loan (subject to a maximum amount) upon default of the Mortgagor pursuant to the Servicemen’s Readjustment Act, as amended.

  • Payment Guaranty means, if applicable, that certain Guaranty (Payment) of even date herewith executed by Guarantor to and for the benefit of Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

  • Capital Securities Guarantee means the guarantee agreement that the Company enters into with Wilmington Trust Company, as guarantee trustee, or other Persons that operates directly or indirectly for the benefit of holders of Capital Securities of the Trust.

  • Other Common Securities Guarantees shall have the same meaning as "Other Guarantees" in the Common Securities Guarantee.

  • Preferred Securities Guarantee means any guarantee that the Company may enter into with the Trustee or other Persons that operates directly or indirectly for the benefit of holders of Preferred Securities.

  • Company Guaranty means the Company Guaranty made by the Company in favor of the Administrative Agent and the Lenders, substantially in the form of Exhibit F.

  • Guaranty Joinder Agreement means each Guaranty Joinder Agreement, substantially in the form thereof attached to the Guaranty, executed and delivered by a Guarantor or any other Person to the Administrative Agent pursuant to Section 6.12 or otherwise.

  • Senior Note Indenture the Indenture entered into by the Borrower and certain of its Subsidiaries in connection with the issuance of the Senior Notes, together with all instruments and other agreements entered into by the Borrower or such Subsidiaries in connection therewith.

  • Common Securities Guarantee means the guarantee agreement to be dated as of [ ] of the Sponsor in respect of the Common Securities.

  • Senior Note Indentures means, collectively, the Senior Note (2020) Indenture, the Senior Note (2021) Indenture, the Senior Note (2022) Indenture and the Senior Note (2023) Indenture.

  • Obligation Guaranty means any Guarantee of all or any portion of the Secured Obligations executed and delivered to the Administrative Agent for the benefit of the Secured Parties by a guarantor who is not a Loan Party.

  • Guarantee Agreements means the Parent Guarantee Agreement and the Subsidiary Guarantee Agreement.

  • Subsidiary Joinder Agreement means a joinder to this Agreement, substantially in the form of Exhibit C.

  • Subsidiary Guarantee means any guarantee of the obligations of the Issuers under this Indenture and the Notes by any Subsidiary Guarantor in accordance with the provisions of this Indenture.

  • Seller Guaranty means a guaranty of payment and performance issued by a Seller Guarantor in the form attached to this Agreement as Exhibit V or in such other form as may be acceptable to Purchaser acting reasonably.

  • Parent Company Guarantee means a guarantee issued in favour of the Operator in substantially the form set out in Schedule 6 (Form of Parent Company Guarantee).

  • Subordinated Note Indenture means the Indenture dated as of the Closing Date, among the Borrower, the guarantors party thereto and The Bank of New York, as trustee, pursuant to which the Subordinated Notes are issued, as the same may be amended, supplemented or otherwise modified from time to time to the extent permitted by Section 10.7(b).