Guarantee of Delivery definition

Guarantee of Delivery shall have the meaning set forth in Section 2.2(f) of this Agreement.
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Guarantee of Delivery is defined in Section 2.2(j).
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Guarantee of Delivery is defined in Section 2.3(c) . “Hazardous Materials” is defined in Section 3.15(a) . “Holdings” is defined in Section 1.5(a) . “Holdings Common Stock” is defined in Section 2.1(b) . “HSR Act” is defined in Section 3.5. “Indemnifiable Amounts” is defined in Section 5.10(a) . “Indemnified Parties” is defined in Section 5.10(a) . “Indemnified Party” is defined in Section 5.10(a) . “Indemnitors” is defined in Section 5.10(a) . “Intellectual Property” is defined in Section 3.14(b) . “IRS” is defined in Section 3.11(a) . “Joint Ventures” is defined in Section 3.6(h) . “Knowledge”, or any similar expression, shall mean (a) with respect to the Com- pany (or any Company Subsidiaries), the actual knowledge, as of the date hereof, of the persons set forth on Exhibit C; and (b) with respect to Parent (or any of its Subsidiaries), the actual knowledge, as of the date hereof, of the persons set forth on Exhibit D.
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Examples of Guarantee of Delivery in a sentence

  • Any shareholder whose Election Form and Letter of Transmittal and certificates (or Guarantee of Delivery) are not so received will be deemed to have made No Election.

  • This Form of Election and Letter of Transmittal, properly completed and duly executed, together with your Radiologix Stock Certificate(s) or a Guarantee of Delivery, should be delivered to the Exchange Agent at one of the addresses set forth above.

  • A Guarantee of Delivery of such Radiologix Stock Certificates must be made by a firm which is a member of a registered national securities exchange or of the National Association of Securities Dealers, Inc.

  • In addition, at the time the Share Certificate(s) (or the Olsten Shares pursuant to a book-entry transfer) are delivered pursuant to the Guarantee of Delivery, the guarantor must submit to the Exchange Agent another Form of Election/Letter of Transmittal with only the section entitled "Notice of Delivery under Guarantee" properly completed (or must otherwise provide such information to the Exchange Agent).

  • The Exchange Agent will determine whether any Form of Election and Letter of Transmittal or any Radiologix Stock Certificates in respect of a Guarantee of Delivery are received on a timely basis.

  • No change in a shareholder's Election may be made pursuant to the Letter of Transmittal delivering Certificates or Shares previously covered by a Guarantee of Delivery.

  • You cannot submit an effective Form of Election and Letter of Transmittal without enclosing your Radiologix Stock Certificates with this Form of Election and Letter of Transmittal or providing a Guarantee of Delivery followed within three AMEX trading days thereafter by the delivery of the Radiologix Stock Certificates.

  • For any Cash Election or Stock Election contained herein to be effective, this Form of Election and Letter of Transmittal, properly completed, and the related Radiologix Stock Certificate(s) (or a Guarantee of Delivery) and other required documents must be received by the Exchange Agent at one of the addresses shown above on this Form of Election and Letter of Transmittal at or prior to the Election Deadline.

  • Failure to deliver certificates covered by a Guarantee of Delivery within three (3) New York Stock Exchange ("NYSE") trading days after the date of execution of such Guarantee of Delivery shall be deemed to invalidate any otherwise properly made election.

  • In the event HFS shares covered by a Guarantee of Delivery are not received prior to the third trading day after the Election Deadline, unless that deadline has been extended in accordance with the Merger Agreement, the holder of the shares will be deemed to have made No Election.

Related to Guarantee of Delivery

  • Guarantee of the Notes means the guarantee of the Notes given by the Guarantor in the Trust Deed;

  • 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.

  • Guarantor Security Agreement means any security agreement executed by any Guarantor in favor of Agent securing the Obligations or the Guaranty of such Guarantor, in form and substance satisfactory to Agent.

  • Subsidiary Guaranty is defined in Section 9.7(a).

  • Subsidiary Guarantee Agreement means the Subsidiary Guarantee Agreement, substantially in the form of Exhibit D, made by the Subsidiary Loan Parties in favor of the Administrative Agent for the benefit of the Lenders.

  • 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.

  • Guarantor Senior Debt of a Subsidiary Guarantor means all Obligations with respect to any Indebtedness of such Subsidiary Guarantor, whether outstanding on the Issue Date or thereafter created, incurred or assumed, unless, in the case of any particular Indebtedness, the instrument creating or evidencing the same or pursuant to which the same is outstanding expressly provides that such Indebtedness shall be on a parity with or subordinated in right of payment to such Subsidiary Guarantor's Guarantee. Without limiting the generality of the foregoing, (x) "Guarantor Senior Debt" shall include the principal of, premium, if any, and interest on all Obligations of every nature of such Subsidiary Guarantor from time to time owed to the lenders under the Partnership Credit Facility, including, without limitation, principal of and interest on, and all fees, indemnities and expenses payable by such Subsidiary Guarantor under, the Partnership Credit Facility, and (y) in the case of amounts owing by such Subsidiary Guarantor under the Partnership Credit Facility and guarantees of Designated Senior Indebtedness, "Guarantor Senior Debt" shall include interest accruing thereon subsequent to the occurrence of any Event of Default specified in clause (h) or (i) of Section 6.01 relating to such Subsidiary Guarantor, whether or not the claim for such interest is allowed under any applicable Bankruptcy Law. Notwithstanding the foregoing, "Guarantor Senior Indebtedness" shall not include (i) Indebtedness evidenced by the Notes or the Guarantees, (ii) Indebtedness that is expressly subordinate or junior in right of payment to any other Indebtedness of such Subsidiary Guarantor, (iii) any liability for federal, state, local or other taxes owed or owing by such Subsidiary Guarantor, (iv) Indebtedness of such Subsidiary Guarantor to the Partnership or a Subsidiary of the Partnership or any other Affiliate of the Partnership, (v) any trade payables of such Subsidiary Guarantor, and (vi) any Indebtedness which is incurred by such Subsidiary Guarantor in violation of this Indenture.

  • Subsidiary Joinder Agreement means a joinder to this Agreement, substantially in the form of Exhibit C.

  • 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).

  • Guarantor Joinder Agreement means a guarantor joinder agreement substantially in the form of Exhibit 7.12 delivered by a Domestic Subsidiary of the Borrower pursuant to Section 7.12.

  • Guaranty Supplement means an instrument substantially in the form of Exhibit I hereto.

  • Specified Guarantor means any Guarantor that is not an “eligible contract participant” under the Commodity Exchange Act (determined prior to giving effect to Section 11.12).

  • Guaranty Joinder Agreement means each Guaranty Joinder Agreement, substantially in the form thereof attached to the Guaranty, executed and delivered by a Guarantor or any other Person to the Administrative Agent pursuant to Section 6.12 or otherwise.

  • 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;

  • 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 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.

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

  • Guarantee used as a verb has a corresponding meaning.

  • Security Joinder Agreement means each Security Joinder Agreement, substantially in the form thereof attached to the Security Agreement, executed and delivered by a Guarantor or any other Person to the Administrative Agent pursuant to Section 6.12 or otherwise.

  • Guarantor Senior Indebtedness means all indebtedness, obligations or liabilities of the Guarantor, whether outstanding at the date of effectiveness of the Fifth Supplemental Indenture to the Indenture or thereafter incurred, assumed, guaranteed or otherwise created (including, without limitation, interest accruing on or after a bankruptcy or other similar event, whether or not an allowed claim therein), in respect of (A) indebtedness of the Guarantor for money borrowed, (B) indebtedness evidenced by securities, debentures, bonds, notes or other similar instruments issued by the Guarantor, (C) all capital lease obligations of the Guarantor, (D) all obligations of the Guarantor issued or assumed as the deferred purchase price of property, all conditional sale obligations of the Guarantor and all obligations of such obligor under any title retention agreement (but excluding trade accounts payable arising in the ordinary course of business), (E) all obligations of the Guarantor for reimbursement on any letter of credit, banker's acceptance, security purchase facility or similar credit transaction, (F) all obligations of the type referred to in clauses (A) through (E) of other Persons for the payment of which the Guarantor is responsible or liable as obligor, guarantor or otherwise, and (G) all obligations of the type referred to in clauses (A) through (F) of other Persons secured by any lien on any property or asset of the Guarantor (whether or not such obligation is assumed by such obligor), except for any such indebtedness, obligations or liabilities the terms of which expressly provide that such indebtedness, obligation or liability is equal or subordinated in right of payment to the Guarantor's guarantee with respect to the Subject Securities, as the case may be. For greater certainty, "Guarantor Senior Indebtedness" includes all indebtedness, obligations or liabilities between or among the Guarantor and its Affiliates, except for such indebtedness, obligations or liabilities the terms of which expressly provide that such indebtedness, obligation or liability is equal or subordinated in right of payment to the Guarantor's guarantee with respect to the Subject Securities, as the case may be.

  • 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).

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

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

  • 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:

  • Collateral Trust Joinder means (i) with respect to the provisions of this Agreement relating to any Additional Parity Lien Debt, an agreement substantially in the form of Exhibit B, and (ii) with respect to the provisions of this Agreement relating to the addition of additional Grantors, an agreement substantially in the form of Exhibit C.

  • 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.