Buyer Parent Guarantee definition

Buyer Parent Guarantee means that certain Guarantee Agreement, dated as of the Closing Date, from Buyer Parent in favor of Seller in the form attached to this Agreement as Exhibit C.

Buyer Parent Guarantee has the meaning set forth in Section 4.4.(r).

Buyer Parent Guarantee has the meaning set forth in the Recitals.

Examples of Buyer Parent Guarantee in a sentence

• Except for any disclosure required by applicable Law, no Governmental Filings are required in connection with the execution, delivery and performance of the Buyer Parent Guarantee by Buyer Parent or the consummation by Buyer Parent of the transactions contemplated thereby.

• Without limiting the foregoing, except as provided in the Buyer Parent Guarantee, no direct or indirect holder of any equity interests or securities of any Party (whether such holder is a limited or general partner, member, stockholder or otherwise), nor any Affiliate of any Party, nor any Representative of each of the Parties and their respective Affiliates, shall have any right, liability or obligation arising under this Agreement or the transactions contemplated hereby.

• The Buyer Parent Guarantee has been duly executed and delivered by Buyer Parent and constitutes a legal, valid and binding obligation of Buyer Parent, enforceable against Buyer Parent in accordance with its terms, except that such enforcement may be limited by the Bankruptcy and Equity Principles.

• Buyer Parent has the financial capacity to pay and perform its obligations under the Buyer Parent Guarantee if and when due in accordance with the terms of the Buyer Parent Guarantee.

• Buyer is a wholly-owned, indirect subsidiary of Dominion Resources, Inc., a Virginia corporation (“Buyer Parent”), and Buyer Parent has executed and delivered the Buyer Parent Guarantee (as hereinafter defined).

• Buyer Parent has all necessary corporate power and authority to execute, deliver and perform its obligations under the Buyer Parent Guarantee and to consummate the transactions contemplated thereby.

• The execution, delivery and performance by Buyer Parent of the Buyer Parent Guarantee and the consummation by Buyer Parent of the transactions contemplated thereby have been duly and validly authorized by all necessary corporate action on the part of Buyer Parent.

• Without limiting the foregoing, except as provided in the Buyer Parent Guarantee, no direct or indirect holder of any equity interests or securities of any Party (whether such holder is a limited or general partner, member, stockholder or otherwise), nor any Affiliate of any Party, nor any Representative of each of the Parties and their respective Affiliates, shall have any liability or obligation arising under this Agreement or the transactions contemplated hereby.

More Definitions of Buyer Parent Guarantee

Buyer Parent Guarantee shall have the meaning set forth in Section 8.16.

Buyer Parent Guarantee means the Buyer Parent Guarantee to be entered into by and between Seller and Buyer Parent pursuant to Section 5.15(h) in substantially the form of Exhibit B.

Buyer Parent Guarantee means (x) with respect to Seller, a guarantee issued on the Closing Date by Castleton Commodities International LLC for the benefit of Seller in substantially the form attached hereto as Exhibit F-1 and (y) with respect to Support Obligation counterparties, a guarantee made or issued by or on behalf of Buyer or its Affiliates for the benefit of such Support Obligation counterparties, an example of which is attached hereto as Exhibit F-2.

Buyer Parent Guarantee is defined in Section 9.17.

Buyer Parent Guarantee means the irrevocable and unconditional guarantee to be delivered by the Buyer Parent in favour of the Sellers, substantially as set out in Schedule 1.1 Buyer Parent Guarantee;