Guarantor Percentage has the meaning assigned to such term in Section 10.10.
Guarantor Percentage with respect to any Accommodation Payment by a Paying Guarantor shall be determined as of the date on which such Accommodation Payment was made by reference to the ratio of (a) such Non-Paying Guarantor’s Maximum Liability (as defined below) as of such date to (b) the aggregate Maximum Liability of all Loan Guarantors hereunder (including such Paying Guarantor) as of such date. As of any date of determination, the “Maximum Liability” of each Loan Guarantor shall be equal to the maximum amount of liability which could be asserted against such Loan Guarantor hereunder and under the Credit Agreement without (i) rendering such Loan Guarantor “insolvent” within the meaning of Section 101(32) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraud Conveyance Act (“UFCA”), (ii) leaving such Loan Guarantor with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA or Section 5 of the UFCA, or (iii) leaving such Loan Guarantor unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA or Section 5 of the UFCA. Nothing in this provision shall affect any Loan Guarantor’s several liability for the entire amount of the Guaranteed Obligations (up to such Loan Guarantor’s Maximum Liability). Each of the Loan Guarantors covenants and agrees that its right to receive any contribution under this Loan Guaranty from a Non-Paying Guarantor shall be subordinate and junior in right of payment to the Secured Obligations until the Termination Date. If, prior to the Termination Date, any such contribution payment is received by a Paying Guarantor at any time when an Event of Default exists, such contribution payment shall be collected, enforced and received by such Loan Guarantor as trustee for the Secured Parties and be paid over to the Administrative Agent on account of the Secured Obligations, but without affecting or impairing in any manner the liability of such Loan Guarantor under the other provisions of this Loan Guaranty. This provision is for the benefit of the Administrative Agent, the Lenders and the other Secured Parties.
Guarantor Percentage has the meaning assigned to such term in Section 2.01.
Examples of Guarantor Percentage in a sentence
Xxxxx Facsimile: (000) 000-0000 Related Guarantor Related Guarantor Percentage Colony Parallel NA-RE Investors c/o Colony Capital, LLC VIII, L.P. 0000 Xxxxxxxx, 0xx Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxx 00000 5.05687% Attn: Xxx Xxxxxxx Facsimile: (000) 000-0000 With a copy to: Xxxxxxxx & Xxxxxxxx LLP 0000 Xxxxxxx Xxxx Xxxx Xxxxx 0000 Xxx Xxxxxxx, XX 00000 Attn: Xxxxxx X.
Xxxxx Facsimile: (000) 000-0000 Related Guarantor Related Guarantor Percentage Colony Investors VIII, L.P. c/o Colony Capital, LLC 0000 Xxxxxxxx, 0xx Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxx 00000 45.55901% Attn: Xxx Xxxxxxx Facsimile: (000) 000-0000 With a copy to: Xxxxxxxx & Xxxxxxxx LLP 0000 Xxxxxxx Xxxx Xxxx Xxxxx 0000 Xxx Xxxxxxx, XX 00000 Attn: Xxxxxx X.
This Limited Guarantee is one of payment, not collection, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce this Limited Guarantee up to such Guarantor’s Maximum Guarantor Percentage of the Parent Liability Limitation, irrespective of whether any action is brought against Parent or Purchaser or any other Person, or whether Parent or Purchaser or any other Person are joined in any such action or actions.
Common Stock 100% 3 Domestic Guarantor Percentage of Ownership Interests Name of Loan Party of such Class and Certificate Number, or Subsidiary Name of Equity Holder Class and Series Series if applicable Classification Dal-Tile I, L.L.C. Dal-Tile Distribution, Inc.
The Guaranteed Party may, in its sole discretion, bring and prosecute a separate action against each Guarantor for the amount of such Guarantor’s Maximum Guarantor Percentage of the Obligations (subject to the Cap).
More Definitions of Guarantor Percentage
Guarantor Percentage means, (i) with respect to AIG, 33.33334%, (ii) with respect to WestView, 33.33334%, (iii) with respect to Xxxxxx, 6.33333%, (iv) (iii) with respect to Xxxxxxx, 6.33333%, (v) with respect to Hill, 3.33333% and (vi) with respect to Xxxxxxxxx, 17,33333%.
Guarantor Percentage shall have the same meaning given to the term “Investor Percentage” in the Equity Commitment Letter, and (B) “Maximum Obligation” shall mean the Guarantor Percentage multiplied by the Cap Amount (as defined in the Equity Commitment Letter).
Guarantor Percentage with respect to any Accommodation Payment by a Paying Guarantor shall be determined as of the date on which such Accommodation Payment was made by reference to the ratio of (a) such Non-Paying Guarantor’s Maximum Liability (as defined below) as of such date to (b) the aggregate Maximum Liability of all Note Guarantors hereunder (including such Paying Guarantor) as of such date.
Guarantor Percentage has the meaning assigned to such term in Section 10.10. “Hazardous Materials” means all explosive or radioactive substances or wastes and all other substances, wastes, materials, pollutants or contaminants, of any nature, regulated pursuant to any Environmental Law, including petroleum products, by-products or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes. “Hedge Agreement” means any agreement with respect to any Derivative Transaction between the Borrower or any Restricted Subsidiary and any other Person. “Hedging Obligations” means, with respect to any Person, the obligations of such Person under any Hedge Agreement. “Immediate Family Members” means with respect to any individual, such individual’s child, stepchild, grandchild or more remote descendant, parent, stepparent, grandparent, spouse, former spouse, qualified domestic partner, sibling, mother-in-law, father-in-law, son-in-law and daughter-in-law (including adoptive relationships) and any trust, partnership or other bona fide estate-planning vehicle the only beneficiaries of which are any of the foregoing individuals or any private foundation or fund that is controlled by any of the foregoing individuals or any donor-advised fund of which any such individual is the donor. - 26-
Guarantor Percentage has the meaning assigned to such term in Section 10.10. “Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated as hazardous or deleterious pursuant to any Environmental Law. “Hedge Agreement” means any agreement with respect to any Derivative Transaction between the U.S. Borrower or any Restricted Subsidiary and any other Person. “Hedging Obligations” means, with respect to any Person, the obligations of such Person under any Hedge Agreement. “HMRC” means Her Majesty’s Revenue and Customs.
Guarantor Percentage has the meaning assigned to such term in Section 10.10.“Hazardous Materials” means all explosive or radioactive substances or wastes and allother substances, wastes, materials, pollutants or contaminants, of any nature, regulated pursuant to any-25-
Guarantor Percentage has the meaning assigned to such term in Section 10.10.“Hazardous Materials” means all explosive or radioactive substances or wastes and allother substances, wastes, materials, pollutants or contaminants, of any nature, regulated pursuant to anyEnvironmental Law, including petroleum products, by-products or petroleum distillates, asbestos orasbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes.“Hedge Agreement” means any agreement with respect to any Derivative Transactionbetween the Borrower or any Restricted Subsidiary and any other Person.“Hedging Obligations” means, with respect to any Person, the obligations of suchPerson under any Hedge Agreement. “Immediate Family Members” means with respect to any individual, such individual’xxxxxx, stepchild, grandchild or more remote descendant, parent, stepparent, grandparent, spouse, formerspouse, qualified domestic partner, sibling, mother-in-law, father-in-law, son-in-law and daughter-in-law(including adoptive relationships) and any trust, partnership or other bona fide estate-planning vehiclethe only beneficiaries of which are any of the foregoing individuals or any private foundation or fundthat is controlled by any of the foregoing individuals or any donor-advised fund of which any suchindividual is the donor.“Increased Amount Date” has the meaning assigned to such term in Section 2.19(a).“Incremental Amendment No. 1 Effective Date” means the date on which the conditionsprecedent set forth in Section 5 of the Incremental Facility Amendment No. 1 were satisfied or waived inaccordance therewith.“Incremental Amendment No. 2 Effective Date” has the meaning set forth inIncremental Facility Amendment No. 2.“Incremental Facility Amendment No. 1” means that certain Incremental FacilityAmendment No. 1 to Credit Agreement dated as of July 19, 2018, among the Borrower, the other LoanParties thereto, the Agent and the Lenders party thereto.“Incremental Facility Amendment No. 2” means that certain Incremental FacilityAmendment No. 2 to Credit Agreement dated as of October 8, 2021, among the Borrower, the otherLoan Parties thereto, the Agent and the Lenders party thereto.“Incremental Facility Amendment No. 5” means that certain Incremental FacilityAmendment No. 5 to Credit Agreement dated as of March 22, 2024, among the Borrower, the otherLoan Parties thereto, the Agent and the Lenders party thereto.“Incremental Term Loan” means any New Term Loans made after the Closing Date(i...