Guarantee Partner definition

Guarantee Partner means a person who guarantees debt of the Operating Partnership in connection with its contribution of property (other than the Property) to the Operating Partnership in exchange for Units in the Formation Transactions.
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Guarantee Partner. Means a person who guarantees debt of the Operating Partnership in connection with (i) their contribution of property to the Operating Partnership in exchange for Partnership Units in the Formation Transactions; or (ii) their contribution of property to the Operating Partnership pursuant to the Operating Partnership’s exercise of rights under an Option Agreement.
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Guarantee Partner means: (i) each signatory on Schedule II attached hereto, as amended from time to time; (ii) any person who holds OP Units and who acquired such OP Units from another Guarantee Partner in a transaction in which such person’s adjusted basis in such OP Units, as determined for Federal income tax purposes, is determined, in whole or in part, by reference to the adjusted basis of the transferor Guarantee Partner in such OP Units; and (iii) with respect to a Guarantee Partner that is Pass Through Entity, and solely for purposes of computing the amount to be paid under Section 2.4 with respect to such Guarantee Partner, any person who (y) holds an interest in such Guarantee Partner, either directly or through one or more Pass Through Entities, and (z) is required to include all or a portion of the income of such Guarantee Partner in its own gross income.
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Examples of Guarantee Partner in a sentence

  • In recognition of the Bank’s outstanding performance in small and medium enterprise financing, it was presented with four Outstanding Bank for Small and Medium Enterprise Credit Guarantee Financing awards by the Ministry of Economic Affairs: the Credit Guarantee Partner Award, Direct Guarantee Performance Award, Young Entrepreneur Support Award, and Small and Medium Enterprise Innovation Development Support Award.

  • Each Guarantee Partner shall bear the costs incurred by it in connection with the execution of any guarantee to which it is a party.

  • Provided that the Operating Partnership satisfies its obligations under Section 2.4(a), (b) and (c) of this Agreement, it shall have no liability under Section 2.4(e) for breach of Section 2.4, whether or not such Guarantee Partner accepts such Guaranty Opportunity.

  • Each Guarantee Partner and its direct and indirect owners may allocate the Guarantee Opportunity afforded to such Guarantee Partner in any manner they choose.

  • PREIT Partnership shall be considered to have satisfied its obligations under Section 3(a), and therefore shall have no liability under this Section 3(d), if it makes an offer to a Guarantee Partner of an opportunity to guarantee Qualifying Debt within the time periods specified in Section 3(a) and PREIT Partnership shall have no liability if a Guarantee Partner fails to join in such guarantee of Qualifying Debt.

  • To the extent a Guarantee Partner executes a guarantee, the Operating Partnership shall deliver a copy of such guarantee to the lender under the Guaranteed Liability promptly after receiving such copy from the relevant Guarantee Partner.

  • Furthermore, the Operating Partnership makes no representation or warranty to any Guarantee Partner concerning the treatment or effect of any guarantee under Federal, state, local, or foreign Tax law, and bears no responsibility for any Tax liability of any Guarantee Partner or Affiliate thereof that is attributable to a reallocation, by a taxing authority, of debt subject to a guarantee (other than an act or omission that is indemnifiable under Section 2.4(e) of this Agreement).

  • The Operating Partnership shall have the discretion to identify the Qualified Liability or Qualified Liabilities that shall be made available for guarantee by each Guarantee Partner.

  • In the event that PREIT Partnership breaches its obligation set forth in Section 3(a) with respect to a Guarantee Partner during the Guarantee Protection Period, the Guarantee Partner's sole right shall be to receive from PREIT Partnership as damages an amount equal to the sum of (A) the Tax Cost as a result of such breach and (B) the Gross-Up Amount.

  • The Operating Partnership and each Guarantee Partner shall cooperate in good faith to determine mutually acceptable form and manner of the guarantee, provided such parties agree that the guarantee may be on a “bottom dollar” basis if so requested by a Guarantee Partner.

Related to Guarantee Partner

  • Guarantee Payment means any payment made by a Guarantor pursuant to a Guarantee Agreement in respect of a Trust Student Loan.

  • Guarantee Payments means the following payments or distributions, without duplication, with respect to the Preferred Securities, to the extent not paid or made by the Issuer: (i) any accrued and unpaid Distributions (as defined in the Declaration) that are required to be paid on such Preferred Securities to the extent the Issuer shall have funds available therefor, (ii) the redemption price, including all accrued and unpaid Distributions to the date of redemption (the "Redemption Price") to the extent the Issuer has funds available therefor, with respect to any Preferred Securities called for redemption by the Issuer, and (iii) upon a voluntary or involuntary dissolution, winding-up or termination of the Issuer (other than in connection with the distribution of Debentures to the Holders in exchange for Preferred Securities as provided in the Declaration), the lesser of (a) the aggregate of the liquidation amount and all accrued and unpaid Distributions on the Preferred Securities to the date of payment, to the extent the Issuer shall have funds available therefor, and (b) the amount of assets of the Issuer remaining available for distribution to Holders in liquidation of the Issuer (in either case, the "Liquidation Distribution"). If an event of default under the Indenture has occurred and is continuing, the rights of holders of the Common Securities to receive payments under the Common Securities Guarantee Agreement are subordinated to the rights of Holders of Preferred Securities to receive Guarantee Payments.

  • Guarantee Period /’Maintenance Period’ shall mean the period during which the Contractor shall remain liable for repair or replacement of any defective part of the works performed under the contract.

  • 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).

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

  • Preferred Guarantee Trustee means Wilmington Trust Company, until a Successor Preferred Guarantee Trustee has been appointed and has accepted such appointment pursuant to the terms of this Preferred Securities Guarantee and thereafter means each such Successor Preferred Guarantee Trustee.

  • 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.

  • Successor Capital Securities Guarantee Trustee means a successor Capital Securities Guarantee Trustee possessing the qualifications to act as Capital Securities Guarantee Trustee under Section 4.1.

  • Successor Guarantee Trustee means a successor Guarantee Trustee possessing the qualifications to act as Guarantee Trustee under Section 4.1.

  • 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.

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

  • 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.

  • 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.

  • Successor Preferred Guarantee Trustee means a successor Preferred Guarantee Trustee possessing the qualifications to act as Preferred Guarantee Trustee under Section 4.1.

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

  • Guarantee Fee shall have the meaning given to that term in Section 4.1.

  • Special Purpose Receivables Subsidiary means a direct or indirect Subsidiary of the Borrower established in connection with a Permitted Receivables Financing for the acquisition of Receivables Assets or interests therein, and which is organized in a manner intended to reduce the likelihood that it would be substantively consolidated with Holdings, the Borrower or any of the Subsidiaries (other than Special Purpose Receivables Subsidiaries) in the event Holdings, the Borrower or any such Subsidiary becomes subject to a proceeding under the U.S. Bankruptcy Code (or other insolvency law).

  • Capital Securities Guarantee Trustee means The Bank of New York, a New York banking corporation, until a Successor Capital Securities Guarantee Trustee has been appointed and has accepted such appointment pursuant to the terms of this Capital Securities Guarantee and thereafter means each such Successor Capital Securities Guarantee Trustee.

  • NIM Issuer The entity established as the issuer of the NIM Securities.

  • Guarantee Amount means the maximum amount payable under a guarantee which amount shall be specifically set forth in writing at the time the guarantee is entered into by the authority.

  • 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.

  • 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.

  • Co-Issuer means the Person named as the “Co-Issuer” in the first paragraph of this Indenture, until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Co-Issuer” shall mean such successor Person.

  • Parent Guarantor has the meaning specified in the recital of parties to this Agreement.

  • Receivables Subsidiary means any Subsidiary formed solely for the purpose of engaging, and that engages only, in one or more Receivables Facilities.

  • Transferred Guarantor shall have the meaning assigned to such term in Section 7.09.