Guarantor Transfer definition

Guarantor Transfer shall have the meaning set forth in Section 5.2.10(d)(D) hereof.
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Guarantor Transfer is defined in Section 5.5. ------------------
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Guarantor Transfer shall be any sale of all or substantially all of Guarantor’s assets to an acquiring third party prior to the seventh anniversary of the Closing Date unless (a) Guarantor has validly assigned the obligations under this Agreement to another third party which is creditworthy, or (b) Buyer and Seller have mutually agreed upon a reasonable amount to be deposited into escrow until the seventh anniversary of the Closing for purposes of satisfying Guarantor’s remaining obligations under this Agreement and such deposit into escrow has been made by or on behalf Guarantor. Guarantor shall not either effect a Guarantor Transfer or enter into any agreement to do so. Guarantor shall give Buyer fourteen (14) calendar days’ notice of any proposed Guarantor Transfer and, if applicable, reasonable information for Buyer to assess the creditworthiness of such proposed third party acquirer or assignee. Notwithstanding any other provision of this Agreement, Guarantor agrees that Seller may seek injunctive relief against Guarantor for the purposes of enforcing the provisions of this Section 9.13.
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Examples of Guarantor Transfer in a sentence

  • Each Guarantor Transfer Amount arising from the FSAM Credit Support Annex on any date shall be considered to constitute an Independent Amount (in addition to any Independent Amount otherwise applicable on any date) with respect to DCL under the DCL Credit Support Annex.

  • This Guarantee shall be binding ---------------------- upon the successors and assigns of the Guarantor and shall inure to the benefit of the Collateral Agent, the Purchasers and the Noteholders and their permitted successors and permitted assigns; provided that the Guarantor may not assign, -------- transfer or delegate any of its rights or obligations (a "Guarantor Transfer") ------------------ under this Guarantee without the prior written consent of all the Noteholders.

  • This Guarantee shall be binding upon the successors and assigns of the Guarantor and shall inure to the benefit of the Collateral Agent, the Purchasers and the Noteholders and their permitted successors and permitted assigns; provided that the Guarantor may not assign, transfer or delegate any of its rights or obligations (a "Guarantor Transfer") under this Guarantee without the prior written consent of all the Noteholders.

  • Notwithstanding the foregoing, if holders of at least 80% of the outstanding principal amount of the Notes (exclusive of Notes then owned by the Guarantor, the Other Guarantor, the Issuer or any of their respective Affiliates) consent to a Guarantor Transfer, and the Issuer prepays the Notes of the non-consenting Noteholders pursuant to Section 8.2(d) of the Note Purchase Agreements, then such Guarantor Transfer may be effected.

  • Notwithstanding the foregoing, if holders of at least 80% of the outstanding principal amount of the Notes (exclusive of Notes then owned by the Guarantor, the Other Guarantor, the Issuer or any of their respective Affiliated) consent to a Guarantor Transfer, and the Issuer prepays the Notes of the nonconsenting Noteholders pursuant to Section 8.2(d) of the Note Purchase Agreements, then such Guarantor Transfer may be effected.


More Definitions of Guarantor Transfer

Guarantor Transfer has the meaning set forth in Section 5.2.10(i) hereof.
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Guarantor Transfer shall have the meaning set forth in Section 6.29 of the Participation Agreement.
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Related to Guarantor Transfer

  • Guarantor Payment as defined in Section 5.11.3.

  • Asset Transfer means a sale, lease or other disposition of all or substantially all of the assets of the Company.

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

  • Subsequent Transfer Instrument: Each Subsequent Transfer Instrument, dated as of a Subsequent Transfer Date, executed by the Trustee and the Depositor substantially in the form attached hereto as Exhibit I, by which Subsequent Loans are transferred to the Trust Fund.

  • Transfer Restricted Global Notes means Global Notes that bear or are required to bear or are subject to the Restricted Notes Legend.

  • Guarantor Subordinated Obligation means, with respect to a Subsidiary Guarantor, any Indebtedness of such Subsidiary Guarantor (whether outstanding on the Issue Date or thereafter Incurred) which is expressly subordinate in right of payment to the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee pursuant to a written agreement.

  • Non-Paying Guarantor has the meaning assigned to such term in Section 10.11.

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

  • Securitization Transfer The sale or transfer of some or all of the Mortgage Loans to a trust or other entity as part of a publicly-issued or privately-placed, rated or unrated mortgage pass-through or other mortgage-backed securities transaction.

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

  • Guarantor Subordinated Obligations means, with respect to a Subsidiary Guarantor, any Indebtedness of such Subsidiary Guarantor (whether outstanding on the Issue Date or thereafter Incurred) that is expressly subordinated in right of payment to the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee pursuant to a written agreement.

  • Transfer Any direct or indirect transfer or sale of any Ownership Interest in a Residual Certificate.

  • Guarantor Payment Date means (a) prior to the delivery of a Guarantor Default Notice, the date falling on the 10th day of February, May, August and November of each year or, if such day is not a Business Day, the immediately following Business Day, provided that the fist Guarantor Payment Date will be 10 February 2014; and (b) following the delivery of a Guarantor Default Notice, any day on which any payment is required to be made by the Representative of the Covered Bondholders in accordance with the Post-Enforcement Priority of Payments, the relevant Final Terms and the Intercreditor Agreement.

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

  • Paying Guarantor has the meaning assigned to such term in Section 10.11.

  • Servicing Transfer Any transfer of the servicing by a Prior Servicer of Mortgage Loans to the Servicer under this Agreement.

  • Restricted Transfer means: 1.1.10.1 a transfer of Company Personal Data from any Company Group Member to a Contracted Processor; or 1.1.10.2 an onward transfer of Company Personal Data from a Contracted Processor to a Contracted Processor, or between two establishments of a Contracted Processor, in each case, where such transfer would be prohibited by Data Protection Laws (or by the terms of data transfer agreements put in place to address the data transfer restrictions of Data Protection Laws) in the absence of the Standard Contractual Clauses to be established under section [6.4.3 or] 12 below;

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

  • Exempt Transfer means, in relation to shares held by a member:

  • Relevant Transfer means a transfer of employment to which the Employment Regulations applies;

  • Guarantor Subsidiary means each Guarantor other than Holdings.

  • Transfer Restricted Note means any Note that bears or is required to bear the Restricted Notes Legend.

  • Transfer Restricted Notes means Definitive Notes and any other Notes that bear or are required to bear the Restricted Notes Legend.

  • Transfer-Restricted Security means any Security that constitutes a “restricted security” (as defined in Rule 144); provided, however, that such Security will cease to be a Transfer-Restricted Security upon the earliest to occur of the following events:

  • Guarantor of Payment means each of the Companies set forth on Schedule 2 hereof, that are each executing and delivering an Amended and Restated Guaranty of Payment, or any other Person that shall deliver a Guaranty of Payment to Agent subsequent to the Effective Date.

  • Transfer Restricted Securities means Securities that bear or are required to bear the legend set forth in Section 2.3(b) hereto.