Guaranty Release Conditions definition

Guaranty Release Conditions has the meaning specified in Section 4.04.
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Guaranty Release Conditions shall have the meaning assigned thereto in Section 5.2.10(d)(i) hereof.
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Guaranty Release Conditions means that one of the following has occurred: (i) a Release Event (as defined in the Agreement), or (ii) Borrower has achieved an EBITDA (as defined below) of at least $1.00for six (6) consecutive months. “EBITDA” means Earnings before Tax (+) Depreciation and Amortization (+) Interest and Non-cash Expenses (+) any non-cash stock compensation expenses.
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Examples of Guaranty Release Conditions in a sentence

  • The Disbursement Agent may rely on the certifications of the Company and the Construction Consultant set forth in their respective Completion Guaranty Release Certificates in determining whether the Completion Guaranty Release Conditions have been satisfied.

  • The undersigned desire to amend the Disbursement Agreement to, among other things, waive the Company’s obligation to achieve the Phase II Final Completion Date, remove the Completion Guaranty Release Conditions, and to reflect the issuance of the Additional First Lien Mortgage Notes.

  • The Completion Guaranty Release Conditions are hereby waived in their entirety and the Completion Guaranty Release Date shall be deemed to have occurred on the Eighth Amendment Effective Date (as defined in the Bank Credit Agreement).

  • Each Guarantor Release shall be effective automatically upon satisfaction of the applicable Guaranty Release Conditions, but Lender agrees to provide written evidence thereof, at Borrower’s sole cost and expense, if the same is reasonably requested by Borrower.

  • The Guarantor hereby consents to the execution, delivery and performance by Borrower, the Administrative Agent and the Lenders of the proposed Amendment No. 1 to the Pala Loan Agreement, pursuant to which the Guaranty Release Conditions shall be amended as set forth therein.

  • Following the expiration of the thirty-sixth (36th) full calendar month of the Term, if Tenant satisfies the Guaranty Release Conditions (as defined below) to Landlord’s reasonable satisfaction, then Tenant or Guarantor may provide a notice to Landlord (the “Release Notice”), which Release Notice shall include reasonable documentation evidencing that the Guaranty Release Conditions have been satisfied.

  • The Company’s Completion Guaranty Release Certificate shall indicate that the Company believes the Completion Guaranty Release Conditions have been satisfied, and shall contain all other information required thereby, including the Company’s calculation of the Reserved Amount (if any).

  • Upon satisfaction of the Guaranty Release Conditions, the Company may notify the Administrative Agent of such satisfaction and may request that this Guaranty be released and terminated, whereupon the Administrative Agent shall release and discharge all Guarantors from this Guaranty and this Guaranty shall be terminated and be of no further force or effect with respect to all Guarantors without further action or instruction.

  • The Guaranty Release Conditions, as so modified, are hereby incorporated into the Anchor Guaranty.

  • The Pledgor agrees that (i) Agent shall have the sole and exclusive right of withdrawal of the Collateral, (ii) until the release of the Guaranty and the satisfaction of Guaranty Release Conditions (as defined in the Guaranty), the Pledgor shall have no right of withdrawal of the Collateral, and (iii) Agent may make appropriate notations in its books and records (electronic or otherwise) to effectuate the foregoing.


More Definitions of Guaranty Release Conditions

Guaranty Release Conditions means that all of the following clauses (a) through and including (e) are concurrently satisfied:
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Guaranty Release Conditions means at any time: (i) each of the --------------------------- agreements, instruments and other documents governing the terms of any Subordinated Indebtedness of the Borrower and each of the agreements, instruments and other documents governing the terms of any Consolidated Unsecured Senior Debt (other than up to $25,000,000 of Capitalized Lease Obligations of the Borrower) do not require any Contingent Obligation from any Subsidiary of the Borrower at such time or at any time thereafter, (ii) any such Contingent Obligation which was previously issued or delivered has been released, terminated or otherwise expired and (iii) no Default or Unmatured Default has occurred which is continuing.
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Guaranty Release Conditions means each of the following conditions:
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Guaranty Release Conditions has the meaning set forth in the Loan Agreement (as in effect on the date hereof).
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Guaranty Release Conditions means the conditions specified on Schedule 1.01(a).
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Guaranty Release Conditions means the Lead Common Member and its Affiliates are fully and unconditionally released from or indemnified against by a creditworthy party any and all liabilities and obligations first arising from and after the date of the closing of a sale of the Common Member Interest pursuant to Section 4.8 under any guaranty or environmental indemnity executed by such parties in connection with the Master Credit Facility.
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Related to Guaranty Release Conditions

  • Release Conditions mean the following conditions: (i) Company has received the Executive’s executed Release and (ii) any rescission period applicable to the Executive’s executed Release has expired.

  • Release Condition means the following:

  • Escrow Release Conditions means, collectively, the conditions set forth in Section 4.3.

  • Collateral Release Date has the meaning given that term in Section 8.10.(b).

  • Termination Conditions means, collectively, (a) the payment in full in cash of the Obligations (other than (i) contingent indemnification obligations not then due and (ii) Obligations under Secured Hedge Agreements and Secured Cash Management Agreements) and (b) the termination of the Commitments and the termination or expiration of all Letters of Credit under this Agreement (unless the Outstanding Amount of the L/C Obligations related thereto has been Cash Collateralized on terms reasonably acceptable to the applicable Issuing Bank, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bank).

  • Condition Satisfaction Date shall have the meaning set forth in Section 7.2.

  • Collateral Release Period means, each period commencing with the occurrence of a Collateral Release Event and continuing until the occurrence of the next Collateral Reinstatement Event, if any, immediately following such Collateral Release Event.

  • Payment Conditions means, at the time of determination with respect to a proposed payment to fund a Specified Transaction, that:

  • Redemption Conditions means, with respect to any payment of cash in respect of the principal amount of any Permitted Convertible Debt, satisfaction of each of the following events: (a) no Default or Event of Default shall exist or result therefrom, and (b) both immediately before and at all times after such redemption, Borrower’s Qualified Cash shall be no less than the sum of 150% of the outstanding Secured Obligations plus the Qualified Cash A/P Amount.

  • Satisfaction Date has the meaning set forth in Section 2.6.

  • Payment Guaranty means, if applicable, that certain Guaranty (Payment) of even date herewith executed by Guarantor to and for the benefit of Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

  • Litigation Conditions has the meaning set forth in Section 11.3.

  • Review Satisfaction Date means, with respect to any Asset Review, the first date on which (a) the Delinquency Percentage for any Payment Date exceeds the Delinquency Trigger and (b) a Noteholder Direction with respect to such Asset Review has occurred.

  • Guaranty of Payment means each Guaranty of Payment executed and delivered on or after the Closing Date in connection with this Agreement by the Guarantors of Payment, as the same may from time to time be amended, restated or otherwise modified.

  • Payment Condition shall be deemed to be satisfied in connection with a Restricted Payment, Restricted Debt Payment, investment or Permitted Acquisition if:

  • these Conditions means the standard terms and conditions of purchase set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Seller;

  • Guaranteed Cash Management Agreement means any Cash Management Agreement that is entered into by and between any Loan Party and any Cash Management Bank.

  • Step Down Conditions As of any Distribution Date on which any decrease in any Senior Prepayment Percentage may apply, (i) the outstanding Principal Balance of all Mortgage Loans 60 days or more Delinquent (including Mortgage Loans in REO and foreclosure), averaged over the preceding six month period, as a percentage of the aggregate of the Class Certificate Principal Balances of the Classes of Subordinate Certificates on such Distribution Date, does not equal or exceed 50% and (ii) cumulative Realized Losses with respect to all of the Mortgage Loans do not exceed: · for any Distribution Date on or after the seventh anniversary until the eighth anniversary of the first Distribution Date, 30% of the aggregate Certificate Principal Balance of the Subordinate Certificates as of the Closing Date, · for any Distribution Date on or after the eighth anniversary until the ninth anniversary of the first Distribution Date, 35% of the aggregate Certificate Principal Balance of the Subordinate Certificates as of the Closing Date, · for any Distribution Date on or after the ninth anniversary until the tenth anniversary of the first Distribution Date, 40% of the aggregate Certificate Principal Balance of the Subordinate Certificates as of the Closing Date, · for any Distribution Date on or after the tenth anniversary until the eleventh anniversary of the first Distribution Date, 45% of the aggregate Certificate Principal Balance of the Subordinate Certificates as of the Closing Date, and · for any Distribution Date on or after the eleventh anniversary of the first Distribution Date, 50% of the aggregate Certificate Principal Balance of the Subordinate Certificates as of the Closing Date.

  • Senior Step Down Conditions As of the first Distribution Date as to which any decrease in the Senior Prepayment Percentage applies, (i) the outstanding principal balance of all Mortgage Loans delinquent 60 days or more (including Mortgage Loans in foreclosure, REO Property and Mortgage Loans the mortgagors of which are in bankruptcy) (averaged over the preceding six month period), as a percentage of the aggregate Class Certificate Balance of the Subordinated Certificates on such Distribution Date, does not equal or exceed 50% and (ii) cumulative Realized Losses with respect to the Mortgage Loans do not exceed (a) commencing with the Distribution Date on the fifth anniversary of the first Distribution Date, 30% of the Original Subordinate Principal Balance, (b) commencing with the Distribution Date on the sixth anniversary of the first Distribution Date, 35% of the Original Subordinate Principal Balance, (c) commencing with the Distribution Date on the seventh anniversary of the first Distribution Date, 40% of the Original Subordinate Principal Balance, (d) commencing with the Distribution Date on the eighth anniversary of the first Distribution Date, 45% of the Original Subordinate Principal Balance, and (e) commencing with the Distribution Date on the ninth anniversary of the first Distribution Date, 50% of the Original Subordinate Principal Balance.

  • Satisfaction Certificate means the certificate materially in the form of the document contained in the Appendix to schedule 4 granted by the Customer when the Supplier has Achieved a Milestone;

  • Counterparty Downgrade Collateral Account means an interest-bearing account of the Issuer with the Custodian into which all Counterparty Downgrade Collateral is to be deposited.

  • 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 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.

  • Interest Free Security Deposit/ Performance Security means interest free amount to be deposited by the Licensee with DMRC as per terms and conditions of License Agreement as a security against the performance of the License Agreement.

  • Pre-Release Transaction shall have the meaning set forth in Section 5.10.

  • 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.