Buyer Parent Guaranty definition

Buyer Parent Guaranty means the Guaranty Agreement executed by Buyer Parent in favor of the Sellers dated as of the Execution Date.

Buyer Parent Guaranty means the guaranty issued by Buyer Parent substantially in the form of Exhibit .

Buyer Parent Guaranty has the meaning specified in Section 11.16(a).

Examples of Buyer Parent Guaranty in a sentence

• As of the Agreement Time, Buyer shall have furnished to Seller the Buyer Parent Guaranty, duly executed by Buyer Parent.

• Simultaneously with the execution and delivery of this Agreement, Buyer has executed and delivered the Buyer Parent Guaranty.

• As a material inducement to Supplier to enter into this Agreement, Buyer shall deliver to Supplier the Buyer Parent Guaranty.

• If Buyer elects to provide the Buyer Parent Guaranty pursuant to Section 2.05(b)(ii)(A), then Buyer shall so provide Seller with a Buyer Parent Guaranty with respect to Buyer’s obligations under this Section 2.07(a); in all other cases, Buyer shall pay the estimated Transfer Taxes at Closing in accordance with Section 2.05(b)(ii)(B).

• Notwithstanding the foregoing, upon any assignment of this Agreement by either Party, the Buyer Parent Guaranty or the Supplier Parent Guaranty, as applicable, will remain in full force and effect until Supplier or Buyer, as applicable, is issued and accepts alternate payment security.

More Definitions of Buyer Parent Guaranty

Buyer Parent Guaranty has the meaning set forth in the recitals to this Agreement.

Buyer Parent Guaranty means the Buyer Parent Guaranty duly executed by Texas Competitive Electric Holdings Company LLC and delivered to Seller as of the Effective Date.

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

Buyer Parent Guaranty means the Guaranty made by Buyer Parent in favor of Seller dated as of the date hereof.

Buyer Parent Guaranty means that certain Parent Guaranty, dated as of the Effective Date, by TerraForm Power, LLC in favor of the Buyers.

Buyer Parent Guaranty means a guaranty agreement in favor of Sellers, substantially in the form attached as Exhibit B executed by TerraForm Power Operating, LLC or another Person that either has: (a) a credit rating of “BBB-” or higher by S&P or “Baa3” or higher by Moody’s; or (b) a tangible net worth of at least $350,000,000.

Buyer Parent Guaranty has the meaning set forth in the Recitals. “Buyer Non-Union Pension Plan” has the meaning set forth in Section 5.6(i). “Buyer Non-Union Pension Trust” has the meaning set forth in Section 5.6(i). “Buyer Non-Union Retiree Welfare Plan” has the meaning set forth in Section 5.6(j). “Buyer Return” has the meaning set forth in Section 5.3(b)(ii). “Buyer Union Pension Plan” has the meaning set forth in Section 5.6(b). 4 4894-6761-6617 v.11 “Buyer Union Pension Trust” has the meaning set forth in Section 5.6(b). “Buyer Union Welfare Plan” has the meaning set forth in Section 5.6(b). “Cap” has the meaning set forth in Section 10.5(a). “Capital Expenditure Adjustment Amount” has the meaning set forth in Section 2.1(b)(iv). “Cash” means all cash and all cash equivalents, credit cards, bank deposits, amounts held in escrow, investment or securities accounts, lockboxes, certificates of deposit, marketable securities, short-term investments, treasury bills and other similar items, but excluding Restricted Cash. “Cash Adjustment Amount” has the meaning set forth in Section 2.1(b)(iii). “CFIUS” means the Committee on Foreign Investment in the United States, or any member agency thereof acting in its capacity as a member agency. “CFIUS Clearance” means, after submission of the CFIUS Notice in accordance with the requirements of the CFIUS Regulations: (a) that the Parties shall have received written notice from CFIUS that the Contemplated Transactions are not a “covered transaction” within the meaning of the CFIUS Regulations, (b) the Parties shall have received written notice from CFIUS that it has determined that there are no unresolved national security concerns with respect to the Contemplated Transactions, and concluded all action under the CFIUS Regulations, or (c) if XXXXX has sent a report to the President of the United States (the “President”) requesting the President’s decision with respect to the Contemplated Transactions, either (i) the President has announced a decision not to take any action to suspend, prohibit or place any limitations on the Contemplated Transactions or (ii) the time permitted under the CFIUS Regulations for the President to take action to suspend or prohibit the Contemplated Transactions has lapsed. “CFIUS Notice” means a joint voluntary notice with respect to the Contemplated Transactions prepared by the Parties and submitted to CFIUS pursuant to 31 C.F.R. § 800.501. “CFIUS Regulations” means Section 721 of Title VII of the Defense Produc...