Cash Diversion Guaranty definition

Cash Diversion Guaranty means the Cash Diversion Guaranty executed by the Sponsor on the Closing Date in favor of the Administrative Agent for the benefit of the Secured Parties.
Sample 1Sample 2Sample 3
Cash Diversion Guaranty means that certain Second Amended and Restated Cash Diversion Guaranty, dated as of the Effectiveness Date, issued by the Cash Diversion Guarantors in favor of the Administrative Agent for the benefit of the Lender Parties and the Collateral Agent for the benefit of the Secured Parties. “CEG Transition Services Agreement” shall mean that certain Transition Services Agreement, dated as of the Closing Date, between Clearway Energy Group LLC and RPV Holding. “Change of Control” shall occur if (a) either the Sponsors collectively or a Permitted Transferee shall cease to indirectly beneficially own and control 50.1% of the equity interest in the Borrower or shall cease to retain control of the management of the Borrower, (b) the Pledgors collectively cease to directly beneficially own and control 100% of the Borrower Membership Interests in the Borrower, or (c) the Borrower ceases, collectively or individually, to directly or indirectly beneficially own and control 100% of the outstanding Opco Membership Interests and the Holdco Membership Interests. “Change of Law” shall mean the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority, or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change of Law”, regardless of the date enacted, adopted or issued. “Claims” shall have the meaning given to such term in Section 5.12(a). “Class” shall have the meaning set forth in Section 1.04.
Sample 1

Examples of Cash Diversion Guaranty in a sentence

  • But we wanted to start by sharing with you what today's webinar will include.

  • For the avoidance of doubt, any payment made by Sponsor pursuant to the Cash Diversion Guaranty, Section 3.02, Section 3.03(b), Section 3.03(c), Section 3.03(d) or Section 6.10(e) is expressly permitted by the terms of this Agreement and does not constitute a cure for purposes of this Agreement.

  • Council requested an invoice to R.J. Burnside in the amount of $5650.00 be pulled for more information.

  • Any outstanding true-up (or similar) payment due and payable by a Relevant Party or the Sponsor, and any amounts due and payable by the Sponsor under the Cash Diversion Guaranty, shall have been paid in full.

Related to Cash Diversion Guaranty

  • 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.

  • Foreign Guaranty means a Corporate Guaranty provided by an Affiliate of a Participant that is domiciled in a foreign country, and meets all of the provisions of Tariff, Attachment Q. Form 715 Planning Criteria: “Form 715 Planning Criteria” shall have the same meaning provided in the Operating Agreement.

  • 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.

  • 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:

  • 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.

  • Limited Guaranty With respect to any Series (or Class within such Series), any guarantee of, or insurance policy or other comparable form of credit enhancement with respect to, amounts required to be distributed in respect of such Series (or Class) or payments under all or certain of the Underlying Securities relating to such Series or Class, executed and delivered by a Limited Guarantor in favor of the Trustee, for the benefit of the Certificateholders, as specified in the related Supplement.

  • Completion Guaranty means the Completion Guaranty of even date herewith executed by Guarantor in favor of Lender in connection with the Capital Improvement Work and the Loan, as amended from time to time.

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

  • Loan Guaranty means Article X of this 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.

  • Non-Guarantor Subsidiary means any Subsidiary of the Borrower that is not a Subsidiary Guarantor.

  • Canadian Guaranty means a Corporate Guaranty provided by an Affiliate of a Participant that is domiciled in Canada, and meets all of the provisions of Tariff, Attachment Q.

  • Subsidiary Guaranty means the Subsidiary Guaranty made by the Subsidiary Guarantors in favor of the Administrative Agent and the Lenders, substantially in the form of Exhibit G.

  • Non-Guarantor means any Restricted Subsidiary that is not a Guarantor.

  • Guaranty Agreements means and includes the Guarantee of the Loan Parties provided for in Section 11 and any other guaranty agreement executed and delivered in order to guarantee the Secured Obligations or any part thereof in form and substance acceptable to the Administrative Agent.

  • Guaranteed Cash Management Agreement means any Cash Management Agreement that is entered into by and between any Loan Party and any Cash Management Bank.

  • 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.

  • Non-Guarantor Subsidiaries means, as of any date of determination, a collective reference to:

  • U.S. Guaranty means (a) the guaranty made by the Parent Borrower, Holdings and the other Guarantors in favor of the Administrative Agent on behalf of the Secured Parties pursuant to clause (b)(i) and (iii) of the definition of “Collateral and Guarantee Requirement,” substantially in the form of Exhibit F-1 and (b) each other guaranty and guaranty supplement delivered pursuant to Section 6.11(a)(i).

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

  • Parent Guaranty means the guaranty of the Parent pursuant to Section 15.

  • Non-Guaranteed Elements means the premiums, credited interest rates (including any bonus), benefits, values, dividends, non-interest based credits, charges or elements of formulas used to determine any of these, that are subject to company discretion and are not guaranteed at issue. An element is considered non-guaranteed if any of the underlying non-guaranteed elements are used in its calculation.

  • 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.

  • 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

  • Guaranty and Collateral Agreement means the Guaranty and Collateral Agreement dated as of the date hereof executed and delivered by the Loan Parties, together with any joinders thereto and any other guaranty and collateral agreement executed by a Loan Party, in each case in form and substance satisfactory to the Administrative Agent.

  • 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).