Bottom Guarantee definition

Bottom Guarantee has the meaning set forth in Section 2.1.
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Bottom Guarantee means an agreement in substantially the form attached hereto as Exhibit E or in such other form as may be reasonably acceptable to the lender and such Initial Non-Managing Member and providing substantively the same benefits to such Initial Non-Managing Member as the form attached hereto as Exhibit E. By their execution and delivery hereof, each Initial Non-Managing Member acknowledges that it has been provided the opportunity to execute a Bottom Guarantee for a Managing Member Loan as of the Effective Date, and if such Initial Non-Member has exercised such opportunity, it has executed and delivered such Bottom Guarantee to Managing Member as of the Effective Date. Notwithstanding anything to the contrary contained herein, any Initial Managing Member that fails to execute and deliver a Bottom Guarantee with respect to a Managing Member Loan as of the Effective Date, shall be deemed to have elected not to exercise its opportunity to execute a Bottom Guarantee with respect thereto and the Managing Member shall have no further obligation to provide such opportunity to execute and deliver a Bottom Guarantee or to maintain a Managing Member Loan or any Replacement Indebtedness for the benefit of such Initial Non-Managing Member. In the event that the prior Consent of the Non-Managing Members is not required for the Managing Member, on behalf of the Company, to take or engage or fail to take, as the case may be, in any of the actions described in the foregoing subparagraphs (1), (2) and (3) or fails to provide the rights in the foregoing subparagraph (4), the Managing Member may take such action only after providing the Non-Managing Members with not less than fifteen (15) days’ notice of its intention to do so.
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Bottom Guarantee means an agreement in substantially the form attached hereto as Exhibit C or in such other form as may be reasonably acceptable to the lender and the New Member and providing substantively the same benefits to the New Member as the form attached hereto as Exhibit C. The New Member shall deliver to the Company a copy of any Bottom Guarantee (including any amendment or modification thereof) promptly upon execution and delivery of the same to the lender under any Replacement Indebtedness.
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Examples of Bottom Guarantee in a sentence

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  • Item 5 Authorisation to issue shares in relation to underwriting feeIn accordance with the Underwriting Agreements, the Underwriters of the Bottom Guarantee shall receive a compensation of 10% of their underwritten amount under the Bottom Guarantee payable in new shares at the subscription price in the Rights Issue.


More Definitions of Bottom Guarantee

Bottom Guarantee has the meaning set forth in Section 7.3E.(4) hereof.
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Bottom Guarantee means, with respect to any liability, an agreement which obligates a Transferor, upon the occurrence of an event of default giving rise to acceleration under the terms of such liability, to pay an amount equal to the excess, if any, of the amount of principal guaranteed by such Transferor over the amount of cash and net fair market value of any assets transferred by the Operating Partnership or otherwise available to repay amounts due to such Lender other than pursuant to such Bottom Guarantee. Any Transferor executing a Bottom Guarantee described in the preceding sentence shall provide the Operating Partnership with a written notice, at least 8 months prior to the time at which such Bottom Guarantee will become effective, setting forth (i) the name of the Transferor, (ii) the amount of principal that such Transferor wishes to guarantee (subject to the limit set forth above), and (iii) the date on which such Bottom Guarantee will become effective. The Operating Partnership shall incur or make available for guarantee by such Transferor one or more liabilities that are either recourse liabilities of the Operating Partnership, or nonrecourse liabilities having a fair market value-to-guarantee ratio (as determined in the good faith judgment of the Operating Partnership) of at least 2:1. For this purpose, the fair market value-to-guarantee ratio means the ratio of the fair market value of the property to the portion of the debt guaranteed (taking into the account the guarantee of the Transferor and all other guarantees (if any) of such debt). Each Transferor shall indemnify the Operating Partnership against all costs incurred by the Operating Partnership (including, without limitation, attorney's fees and appraisal costs) in connection with the execution of such Bottom Guarantee. The Operating Partnership shall incur or make available for guarantee by each Transferor one or more liabilities that satisfy the requirements set forth above within 8 months after receiving such notice during the ten-year period following the Closing Date. Notwithstanding the foregoing, the Operating Partnership shall use commercially reasonable efforts to incur or make such a liability available for guarantee by such Transferor following such ten-year period.
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Bottom Guarantee is defined in Section 11.4(c).
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Related to Bottom Guarantee

  • 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.

  • Note Guarantee means the Guarantee by each Guarantor of the Company’s obligations under this Indenture and the Notes, executed pursuant to the provisions of this Indenture.

  • Refund Guarantee means a, or if more than one, each refund guarantee arranged by the Yard in respect of a Pre-delivery Installment and provided by one or more financial institutions contemplated by the Construction Contract, or by other financial institutions reasonably satisfactory to the Lead Arrangers, as credit support for the Yard’s obligations thereunder.

  • Guarantee means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.

  • Corporate Guarantee means the guarantee required to be executed hereunder by the Corporate Guarantor in such form as the Bank may agree or require ;

  • 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.

  • Call Off Guarantee means a deed of guarantee in favour of a Contracting Body in the form set out in Framework Schedule 13 (Guarantee) and granted pursuant to Clause 3 of the Template Call Off terms;

  • 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.

  • Parent Guarantee means the guarantee of payment of the Securities by the Parent Guarantor pursuant to the terms of this Indenture.

  • Holdings Guaranty means the Holdings Guaranty made by Holdings in favor of the Collateral Agent on behalf of the Secured Parties, substantially in the form of Exhibit F-1.

  • Notation of Guarantee means a notation, substantially in the form of Exhibit A, executed by a Guarantor and affixed to each Security of any Series to which the Guarantee of such Guarantor under Article XII of this Indenture applies.

  • Limited Guarantee has the meaning set forth in the Recitals.

  • Subsidiary Guaranty means, collectively, the Subsidiary Guaranty made by the Subsidiary Guarantors in favor of the Collateral Agent on behalf of the Secured Parties, substantially in the form of Exhibit F-2, together with each other Guaranty and Guaranty supplement delivered pursuant to Section 6.12.

  • Subsidiary Guarantee Agreement means the Subsidiary Guarantee Agreement, substantially in the form of Exhibit I, made by the Subsidiary Guarantors in favor of the Collateral Agent for the benefit of the Secured Parties.

  • Canadian Guarantee means the Canadian Guarantee Agreement, made by each of the Canadian Guarantors in favor of the Canadian Administrative Agent for the benefit of the Lenders to the Canadian Borrower, substantially in the form of Exhibit A-1, as the same may be amended, supplemented or otherwise modified from time to time.

  • 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.

  • Note Guaranty means the guaranty of the Notes by a Guarantor pursuant to 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).

  • Signature Guarantee Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor program reasonably acceptable to the Trustee)

  • Guaranty means, with respect to any Person, any obligation (except the endorsement in the ordinary course of business of negotiable instruments for deposit or collection) of such Person guaranteeing or in effect guaranteeing any indebtedness, dividend or other obligation of any other Person in any manner, whether directly or indirectly, including (without limitation) obligations incurred through an agreement, contingent or otherwise, by such Person:

  • Financial guarantee means a performance bond, maintenance bond, surety bond, irrevocable letter of credit, or similar guarantees submitted to the [administering authority] by the responsible party to assure that requirements of the ordinance are carried out in compliance with the storm water management plan.

  • 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.

  • CONSTRUCTION GUARANTEE means a guarantee at call obtained by the contractor from an institution approved by the employer in terms of the employer's construction guarantee form as selected in the schedule

  • Parent Company Guarantee means a parent company guarantee to be delivered by the Supplier pursuant to Clause 5.6;

  • Loan guarantee means the Guarantee by each Guarantor of the Obligations (other than any Obligations with respect to Swap Contracts of Treasury Services Agreements), executed pursuant to the provisions of the Facility Guaranty.

  • Qualifying Guarantee means an arrangement evidenced by a written instrument pursuant to which a Reference Entity irrevocably agrees (by guarantee of payment or equivalent legal arrangement) to pay all amounts due under an obligation (the “Underlying Obligation”) for which another party is the obligor (the “Underlying Obligor”). Qualifying Guarantees shall exclude any arrangement (i) structured as a surety bond, financial guarantee insurance policy, letter of credit or equivalent legal arrangement or (ii) pursuant to the terms of which the payment obligations of the Reference Entity can be discharged, reduced or otherwise altered or assigned (other than by operation of law) as a result of the occurrence or non-occurrence of an event or circumstance (other than payment). The benefit of a Qualifying Guarantee must be capable of being delivered together with the delivery of the Underlying Obligation.