Guarantor Guarantees definition

Guarantor Guarantees means the LDM Canada Guarantee and the LDM Holding Guarantee.
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Guarantor Guarantees and “Guarantor Guarantee” have the meanings set out in Section 8.1(a)(i).
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Examples of Guarantor Guarantees in a sentence

  • If, on any date after the Issue Date, any Domestic Subsidiary that is not already a Guarantor, Guarantees (or otherwise becomes liable for) any Obligations under any Credit Facility, including the Credit Agreement, then, within 20 Business Days after such date, such Domestic Subsidiary will unconditionally Guarantee the Notes and concurrently become a Guarantor by executing a supplemental indenture in substantially the form specified in Exhibit F hereto.

  • There are hereby authorized for issuance by the Parent Guarantor Guarantees (as defined in the Indenture) of the Notes, which Guarantees shall be in the form of, and shall have the terms set forth in, the specimen of "Parent Guarantee" endorsed on the specimen Notes attached hereto as Exhibits A and B.

  • If, on any date after the Issue Date, any Domestic Restricted Subsidiary that is not already a Guarantor, Guarantees (or otherwise becomes liable for) any Obligations under any Credit Agreement, then, within 20 Business Days after such date, such Domestic Restricted Subsidiary will unconditionally Guarantee the Notes and concurrently become a Guarantor by executing a Subsidiary Guarantee (or joinder thereto) in substantially the form specified in Annex D hereto.

  • If any Subsidiary that is not a Guarantor Guarantees any Indebtedness of the Company under, or becomes a borrower under, the Credit Facilities, such Subsidiary shall within 60 Business Days thereof provide a Subsidiary Guarantee; provided that such Subsidiary shall not be required to provide a Subsidiary Guarantee if it is an Ineligible Subsidiary.

  • After giving effect to this Amendment, all of the warranties and representations of Borrower and each Guarantor contained in the Loan Agreement, the Guarantor Guarantees and the other Loan Documents (including, without limitations, this Amendment) are true and correct in all material respects on and as of the date hereof to the same extent as though made on and as of the date hereof (except those representations and warranties made expressly as of a different date).

  • Any Exchange Notes or Private Exchange Notes, the notation thereon relating to the Guarantor Guarantees, and the Trustee's certificate of authentication thereon shall be substantially in the form of Exhibit B; PROVIDED that, in the case of the Exchange Note, such Exchange Notes shall not bear the Restricted Securities Legend.

  • The Issuer, the Guarantors and the Trustee may amend this Indenture, the Guarantor Guarantees or the Senior Subordinated Securities with the written consent of (i) the Holders of at least 66 2/3% in principal amount of the Senior Subordinated Securities, (ii) the holders of at least 66 2/3% in principal amount of the Series A Securities and (iii) the holders of at least 66 2/3% in principal amount of the Series B Securities.

  • For so long as any Possible Future Guarantor Guarantees the Notes, it agrees that it waives and will not in any manner whatsoever claim or take the benefit or advantage of any right of reimbursement, indemnity or subrogation or any other rights against the Operating Partnership as a result of any payment by the Possible Future Guarantor under its Possible Future Guarantee until the Notes have been paid in full.

  • Until definitive Senior Subordinated Securities are ready for delivery, the Issuer may prepare (and, in the case of the Guarantor Guarantees, each Guarantor shall prepare) and the Trustee shall authenticate temporary Senior Subordinated Securities.

  • All of the warranties and representations of Borrower and each Guarantor contained in the Loan Agreement, the Guarantor Guarantees, and the other Loan Documents (including, without limitation, this Amendment) are true and correct in a material respects on and as of the date hereof (except those representations and warranties made expressly as of a different date).

Related to Guarantor Guarantees

  • Subsidiary Guarantees means the guarantees of each Subsidiary Guarantor as provided in Article Thirteen.

  • Other Guarantees means all guarantees, other than this Preferred Securities Guarantee, to be issued by the Guarantor with respect to preferred securities (if any) similar to the Preferred Securities, issued by trusts other than the Issuer to be established by the Guarantor (if any), in each case similar to the Issuer.

  • Guarantees As defined in the preamble hereto.

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

  • Permitted Guarantees means any guarantee:

  • 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.

  • 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 Documents means this Guaranty and all other certificates, documents, agreements and instruments delivered to any Guaranteed Party under or in connection with this Guaranty and the Loan Documents.

  • Guarantee Agreements means the Parent Guarantee Agreement and the Subsidiary Guarantee Agreement.

  • Parent Guarantee means the guarantee of payment of the Securities by the Parent Guarantor pursuant to the terms of this Indenture.

  • Note Guarantees means the Guarantees of the Initial Notes and any Additional Notes.

  • Subsidiary Guaranty means, collectively, the Subsidiary Guaranty made by the Subsidiary Guarantors in favor of the Collateral Agent on behalf of the Secured Parties, substantially in the form of Exhibit F-2, together with each other Guaranty and Guaranty supplement delivered pursuant to Section 6.12.

  • Management Guarantees means guarantees (x) of up to an aggregate principal amount outstanding at any time of $25.0 million of borrowings by Management Investors in connection with their purchase of Management Stock or (y) made on behalf of, or in respect of loans or advances made to, directors, officers, employees or consultants of any Parent, the Company or any Restricted Subsidiary (1) in respect of travel, entertainment and moving-related expenses incurred in the ordinary course of business, or (2) in the ordinary course of business and (in the case of this clause (2)) not exceeding $10.0 million in the aggregate outstanding at any time.

  • 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.

  • Guaranty Agreement means a supplemental indenture, in a form satisfactory to the Trustee, pursuant to which a Subsidiary Guarantor guarantees the Company’s obligations with respect to the Securities on the terms provided for in this Indenture.

  • Guaranty Agreements means, collectively, the Parent Guaranty Agreements and the Subsidiary Guaranty Agreements.

  • Guarantor Obligations with respect to any Guarantor, all obligations and liabilities of such Guarantor which may arise under or in connection with this Agreement (including, without limitation, Section 2) or any other Loan Document to which such Guarantor is a party, in each case whether on account of guarantee obligations, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to the Administrative Agent or to the Lenders that are required to be paid by such Guarantor pursuant to the terms of this Agreement or any other Loan Document).

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

  • 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).

  • Guaranteed Indebtedness means, as to any Person, any obligation of such Person guaranteeing, providing comfort or otherwise supporting any Indebtedness, lease, dividend, or other obligation (“primary obligation”) of any other Person (the “primary obligor”) in any manner, including any obligation or arrangement of such Person to (a) purchase or repurchase any such primary obligation, (b) advance or supply funds (i) for the purchase or payment of any such primary obligation or (ii) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency or any balance sheet condition of the primary obligor, (c) purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation, (d) protect the beneficiary of such arrangement from loss (other than product warranties given in the ordinary course of business) or (e) indemnify the owner of such primary obligation against loss in respect thereof. The amount of any Guaranteed Indebtedness at any time shall be deemed to be an amount equal to the lesser at such time of (x) the stated or determinable amount of the primary obligation in respect of which such Guaranteed Indebtedness is incurred and (y) the maximum amount for which such Person may be liable pursuant to the terms of the instrument embodying such Guaranteed Indebtedness, or, if not stated or determinable, the maximum reasonably anticipated liability (assuming full performance) in respect thereof.

  • Performance Guarantees means specific measurement indicators assigned to Contract tasks representing timeliness and quality of task output.

  • Guarantee Agreement means this Guarantee Agreement, as modified, amended or supplemented from time to time.

  • Guarantee means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.

  • Note Guaranty means the guaranty of the Notes by a Guarantor pursuant to this Indenture.

  • Guaranteed Debt of any Person means, without duplication, all Indebtedness of any other Person referred to in the definition of “Indebtedness” contained in this Section guaranteed directly or indirectly in any manner by such Person, or in effect guaranteed directly or indirectly by such Person through an agreement (i) to pay or purchase such Indebtedness or to advance or supply funds for the payment or purchase of such Indebtedness, (ii) to purchase, sell or lease (as lessee or lessor) property, or to purchase or sell services, primarily for the purpose of enabling the debtor to make payment of such Indebtedness or to assure the holder of such Indebtedness against loss, (iii) to supply funds to, or in any other manner invest in, the debtor (including any agreement to pay for property or services without requiring that such property be received or such services be rendered), (iv) to maintain working capital or equity capital of the debtor, or otherwise to maintain the net worth, solvency or other financial condition of the debtor or (v) otherwise to assure a creditor against loss; provided that the term “guarantee” shall not include endorsements for collection or deposit, in either case in the ordinary course of business or guarantees of operating leases.

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