HGV Borrower definition

HGV Borrower means Hilton Grand Vacations Borrower LLC, a Delaware limited liability company.
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HGV Borrower has the meaning set forth in the Recitals.
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Examples of HGV Borrower in a sentence

  • As of the Agreement Date, except for the Debt Commitment Letter and customary engagement and fee letters, there are no other agreements, side letters or arrangements to which Parent or HGV Borrower is a party in respect of, that modify the terms of, or that could affect the availability or amount of the Committed Debt Financing.

  • Pursuant to Merger Agreement, Diamond merged with and into HGV Borrower and, upon completion of the Merger, Diamond became an indirect wholly-owned subsidiary of HGV.

  • As of the Agreement Date, Parent and HGV Borrower have no reason to believe that any of the conditions to the Committed Debt Financing applicable to HGV Borrower would not reasonably be expected to be satisfied in full or that the full amount of the Committed Debt Financing would not reasonably be expected to be available to HGV Borrower on the Closing Date.

  • Parent shall give the Seller Representative prompt notice (and in any event no later than three (3) Business Days following) (i) of any actual breach or default under the Debt Commitment Letter of which Parent or HGV Borrower becomes aware and (ii) of any termination, repudiation, rescission, cancellation or expiration of the Debt Commitment Letter.

  • As of the Agreement Date, HGV Borrower has received an executed debt commitment letter dated March 10, 2021 (the “Debt Commitment Letter”) together with the related fee letter executed in connection therewith from the Debt Financing Sources, pursuant to which the Debt Financing Sources have committed, subject to the terms and conditions set forth therein, to provide to HGV Borrower the amount of financing set forth in the Debt Commitment Letter, to complete the transactions contemplated by this Agreement.

  • Parent or HGV Borrower has fully paid any and all commitment fees or other fees required by such Debt Commitment Letter to be paid on or before the date hereof.

  • A true and complete copy of each Warehouse Commitment Letter, including all exhibits, schedules or amendments thereto, has been previously provided to Parent and HGV Borrower.

  • As of the Agreement Date, the Company Entities have received executed agreements dated March 10, 2021 in respect of the Natixis Warehouse Facility and the Company Warehouse Facilities identified in clauses (iii) and (vi) of the definition thereof, and a true and complete copy of each such agreement, including all exhibits, schedules or amendments thereto, has been previously provided to Parent and HGV Borrower.

  • Each source key has the choice between rejecting a large fraction of the graph or being highly vulnerable to single key forgeries.

  • As of the Agreement Date, the Debt Commitment Letter is valid and in full force and effect, constitutes the legally valid and binding obligations of HGV Borrower and, to the Knowledge of Parent and HGV Borrower, the other parties thereto, subject to applicable Equitable Principles and no event has occurred which would reasonably be expected to constitute a breach thereunder on the part of HGV Borrower, or to the Knowledge of Parent and HGV Borrower, the other parties thereto.

Related to HGV Borrower

  • U.S. Borrower means any Borrower that is a U.S. Person.

  • Co-Borrower shall have the meaning assigned to such term in the introductory paragraph of this Agreement.

  • Canadian Borrower as defined in the preamble hereto.

  • Parent Borrower as defined in the preamble hereto.

  • means Borrower s forecasted consolidated and consolidating:

  • Co-Borrowers means Wholly Owned Restricted Subsidiaries organized in any Applicable Jurisdiction from time to time designated by the Borrower to the Administrative Agent as “borrowers” with respect to Borrowings in accordance with Section 11.01, and “Co-Borrower” means any one of them.

  • Domestic Borrower means any Borrower organized under the laws of the United States of America or any state of the United States of America.

  • The Borrower has advised the Banks that the Borrower has entered into an Agreement and Plan of Merger and Reorganization, dated as of February 10, 2000 (the "Merger Agreement"), among the Borrower, Opticare Health Systems, Inc. (the "Parent"), and OC Acquisition Corp., a wholly-owned subsidiary of the Parent ("Merger Sub"), pursuant to which the parties intend to merge Merger Sub with and into the Borrower subject to the terms and conditions thereof which include, among other things, restructuring the Obligations owing to the Banks on terms and conditions mutually agreed upon by the Borrower and the Banks. While the Borrower and the Banks have initiated discussions and due diligence concerning the Merger and any proposed restructuring of the Obligations, the Borrower acknowledges that the Banks have not consented to the Merger nor have the Banks agreed to any terms and conditions relating to any restructuring of the Obligations. In the meantime, however, the Borrower intends to continue to sell the remaining physician practice management groups operated by the Borrower and its Subsidiaries (collectively being referred to herein as the "PPM Businesses") and use a portion of the proceeds from the sale of the PPM Businesses to meet its reasonable and necessary operating expenses. To afford the Borrower an opportunity to proceed with the transactions described above, the Borrower has requested that (i) the Banks extend the temporary waiver period provided for in Sections 2.1 and 2.2 of that certain Seventh Amendment and Waiver to Credit Agreement dated as of December 10, 1999, among the Borrower, the Banks, and the Agent (the "Seventh Amendment") (as further amended, in part, by a December 30, 1999, letter agreement, a February 29, 2000, letter agreement, a March 24, 2000, letter agreement, and an April 14, 2000, letter agreement, and a May 5, 2000, letter agreement, in each case between the Borrower, the Banks and the Agent) and, in addition, that the Banks temporarily waive any non-compliance by the Borrower as of December 31, 1999, and as of March 31, 2000, with Sections 8.8 (Total Funded Debt/Adjusted EBITDA Ratio), 8.10 (Interest Coverage Ratio), and 8.11 (Debt Service Coverage Ratio) of the Credit Agreement and the Borrower's non-compliance with Section 8.5(b) of the Credit Agreement with respect to the timely delivery of the Borrower's March 31, 2000, financial statements, in each case to the earlier of June 2, 2000, or the termination of the Merger Agreement pursuant to its terms (the earlier of such dates being referred to herein as the "Waiver Termination Date"), (ii) Bank of Montreal extend the Bridge Loan Period from May 19, 2000, to the Waiver Termination Date, and (iii) postpone the due date for the payment of principal, interest and unused commitment fees otherwise due on or before May 19, 2000, to the Waiver Termination Date. By signing below, the Banks (including Bank of Montreal with respect to the Bridge Loan Commitment) hereby agree to extend the waiver period provided in Sections 2.1 and 2.2 of the Seventh Amendment from May 19, 2000, to the Waiver Termination Date, temporarily waive any non-compliance by the Borrower as of December 31, 1999, and March 31, 2000, with Sections 8.8 (Total Funded Debt/Adjusted EBITDA Ratio), 8.10 (Interest Coverage Ratio), and 8.11 (Debt Service Coverage Ratio) of the Credit Agreement and the Borrower's non-compliance with Section 8.5(b) of the Credit Agreement with respect to the timely delivery of the Borrower's March 31, 2000, financial statements through the period ending on the Waiver Termination Date, agree to extend the Bridge Loan Period to the Waiver Termination Date, and agree to postpone the due date for the payment of principal, interest, and unused commitment fees otherwise due on or before May 19, 2000, to the Waiver Termination Date, provided that:

  • Borrower as defined in the preamble hereto.

  • Subsidiary Borrower means, individually and collectively, as the context requires, each Subsidiary that is or becomes a “Borrower” in accordance with Section 2.22; in each case, unless and until it becomes a “Terminated Subsidiary Borrower”.

  • Subsidiary Borrowers as defined in the preamble hereto.

  • UK Borrower means any Borrower (i) that is organized or formed under the laws of the United Kingdom or (ii) payments from which under this Agreement or any other Loan Document are subject to withholding Taxes imposed by the laws of the United Kingdom.

  • Lead Borrower has the meaning assigned to such term in the preamble of this Agreement.

  • Foreign Subsidiary Borrower means any Eligible Foreign Subsidiary that becomes a Foreign Subsidiary Borrower pursuant to Section 2.23 and that has not ceased to be a Foreign Subsidiary Borrower pursuant to such Section.

  • Funding Borrower shall have the meaning set forth in Section 20.12 hereof.

  • Canadian Borrowers has the meaning specified in the preamble to this Agreement.

  • German Borrower means (a) any Borrower that is a resident for tax purposes in Germany and (b) any Borrower in respect of which written notice is given to the Administrative Agent (by the Company) prior to that Borrower becoming a Borrower hereunder that such Borrower is resident in Germany for German tax purposes.

  • Canadian Credit Party means the Canadian Borrower and each Canadian Subsidiary Guarantor.

  • Borrower/s means and refers to jointly and severally to the Applicants (more particularly described in the Application Form) who has/have been sanctioned/granted/disbursed the Loan by ABFL pursuant to the relevant Application Form submitted by such applicants to ABFL for availing of the Loan and depending upon the nature of the Borrower/s, shall, unless repugnant to the context or meaning thereof, be deemed to include his/her legal heirs, executors and administrators;

  • Dutch Borrower means any Borrower that is organized under the Laws of The Netherlands.

  • Borrower Group has the meaning provided in Section 10(c) hereof.

  • Domestic Credit Party means any Credit Party that is organized under the laws of any State of the United States or the District of Columbia.

  • U.S. Borrowers shall have the meaning provided in the first paragraph of this Agreement.

  • Domestic Subsidiary Borrower any Subsidiary Borrower which is a Domestic Subsidiary.

  • Borrowing Subsidiary means any Subsidiary that has been designated as such pursuant to Section 2.18 and that has not ceased to be a Borrowing Subsidiary as provided in such Section.

  • Initial Borrower has the meaning specified in the preamble hereto.