European Subsidiary Guarantor definition

European Subsidiary Guarantor means the U.K. Guarantor and each Material Subsidiary of the European Borrower which executes and delivers a European Subsidiaries Guaranty unless and until such time as the applicable European Subsidiary Guarantor is released from all of its obligations under its European Subsidiaries Guaranty in accordance with the terms and provisions hereof or thereof.
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European Subsidiary Guarantor means each European Subsidiary which has executed and delivered the Subsidiary Guaranty (or a supplement thereto).
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European Subsidiary Guarantor means each Foreign Subsidiary of Aleris (other than the Swiss CE and its Subsidiaries, and the German Borrower and the European Parent Guarantors), in each case which is a Wholly-Owned Subsidiary and unless and until such time as the respective European Subsidiary Guarantor is released from all of its obligations under its European Subsidiaries Guaranty in accordance with the terms and provisions thereof and unless (or in the case of clause (i) below, except to the extent) the giving of a guaranty by such Person (i) is restricted or prohibited by general statutory limitations, financial assistance, corporate benefit, fraudulent preference, “thin capitalization” rules or similar principles, or (ii) is not within the legal capacity of the relevant Subsidiary or would conflict with the fiduciary duties of its directors or contravene any legal prohibition or result in personal or criminal liability on the part of any officer. On the Borrowing Date, the European Subsidiary Guarantors are the Subsidiaries of the German Borrower designated as European Subsidiary Guarantors on Schedule VI.
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Examples of European Subsidiary Guarantor in a sentence

  • The rights and obligations of each European Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any new European Subsidiary Guarantor as a party to this Agreement.

  • Perfection and Maintenance of Security Interests and Liens..........6 SECTION 7.

  • Notwithstanding the foregoing, (i) any U.S. Subsidiary Guarantor may merge into or transfer all or part of its properties and assets to another U.S. Subsidiary Guarantor or the U.S. Borrower and (ii) any European Subsidiary Guarantor may merge into or transfer all or part of its properties and assets to another European Subsidiary Guarantor or the German Borrower.


More Definitions of European Subsidiary Guarantor

European Subsidiary Guarantor means each European Distribution Subsidiary and each of its Subsidiaries and each Transitory European Subsidiary which executes and delivers a European Subsidiaries Guaranty unless and until such time as the respective European Subsidiary Guarantor is released from all of its obligations under its European Subsidiaries Guaranty in accordance with the terms and provisions thereof and unless (or in the case in clause (i) below, except to the extent) the giving of a guaranty by such European Distribution Subsidiary (i) is restricted or prohibited by general statutory limitations, financial assistance, corporate benefit, fraudulent preference, “thin capitalization” rules or similar principles, or (ii) is not within the legal capacity of the relevant European Distribution Subsidiary, Transitory European Subsidiary or other Subsidiary or would conflict with the fiduciary duties of its directors or contravene any legal prohibition or result in personal or criminal liability on the part of any officer.
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European Subsidiary Guarantor contained in Section 1 of the Credit Agreement.
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European Subsidiary Guarantor in the European Guarantee Agreement shall be deemed to include the New Guarantor. The European Guarantee Agreement is hereby incorporated herein by reference.
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European Subsidiary Guarantor means (i) on the Restatement Effective Date, the Subsidiaries of the German Borrower designated as European Subsidiary Guarantors on Schedule V hereto and (ii) from and after the Restatement Effective Date, any Foreign Subsidiary of Aleris that is a Wholly-Owned Subsidiary (other than the Swiss CE and its Subsidiaries, the German Borrower and the European Parent Guarantors) that becomes a European Subsidiary Guarantor pursuant to Section 7.10, in each case until such time as the respective European Subsidiary Guarantor is released from all of its obligations under its European Subsidiaries Guaranty in accordance with the terms and provisions thereof.
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Related to European Subsidiary Guarantor

  • Canadian Subsidiary Guarantor each Canadian Subsidiary of any Canadian Borrower which executes and delivers the Canadian Guarantee and Collateral Agreement, in each case, unless and until such time as the respective Canadian Subsidiary Guarantor ceases to constitute a Canadian Subsidiary of the Parent Borrower or is released from all of its obligations under the Canadian Guarantee and Collateral Agreement in accordance with the terms and provisions thereof.

  • U.S. Subsidiary Guarantor means each U.S. Subsidiary which has executed and delivered to the U.S. Administrative Agent the U.S. Subsidiary Guaranty (or a supplement thereto).

  • U.S. Subsidiary Guarantors means (a) each Domestic Subsidiary (other than an Unrestricted Subsidiary) on the Closing Date and (b) each Domestic Subsidiary that becomes a party to the Guarantee after the Closing Date pursuant to Section 9.11.

  • Additional Subsidiary Guarantor means each Person that becomes a Subsidiary Guarantor after the Closing Date by execution of an Accession Agreement as provided in Section 6.12.

  • Subsidiary Guarantor means each Subsidiary that has executed and delivered a Subsidiary Guaranty.

  • Wholly Owned Subsidiary Guarantor any Subsidiary Guarantor that is a Wholly Owned Subsidiary of the Borrower.

  • Subsidiary Guarantors means any Subsidiary of the Company who may execute this Indenture, or a supplement hereto, for the purpose of providing a Guarantee of Debt Securities pursuant to this Indenture until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Subsidiary Guarantors” shall mean such successor Person.

  • Guarantor means: .............................................................................................................................................

  • Subsidiary Guaranties means the Domestic Subsidiary Guaranty and each Foreign Subsidiary Guaranty.

  • U.S. Guarantor means a Guarantor whose jurisdiction of organisation is a state of the United States of America or the District of Columbia.

  • 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.

  • 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 I, made by the Subsidiary Guarantors in favor of the Collateral Agent for the benefit of the Secured Parties.

  • Guarantor Subsidiary means each Guarantor other than Holdings.

  • Canadian Guarantor means each Guarantor that is incorporated or otherwise organized under the laws of Canada or any province or territory thereof.

  • U.S. Guarantors means and include each U.S. Borrower (in its capacity as a guarantor under the U.S. Guaranty) and each U.S. Subsidiary Guarantor.

  • Domestic Subsidiary Borrower means any Subsidiary Borrower which is a Domestic Subsidiary.

  • Canadian Guarantors means the “Guarantors” under and as defined in the Canadian Facility.

  • Canadian Subsidiary means any Subsidiary that is organized under the laws of Canada or any province or territory thereof.

  • Foreign Guarantors means and includes each Foreign Borrower and each Foreign Subsidiary Guarantor.

  • Australian Subsidiary means any Subsidiary that is organized under the laws of Australia or any territory thereof.

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

  • Foreign Guarantor means any Guarantor that is organized or existing under the laws of, or otherwise treated as resident for tax purposes in, a jurisdiction other than the United States, any state thereof or the District of Columbia.

  • 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.

  • Foreign Subsidiary Borrower means each Borrower that is a Foreign Subsidiary.

  • Guarantors means Holdings and the Subsidiary Guarantors.