Luxembourg Subsidiary Guaranty definition

Luxembourg Subsidiary Guaranty means each Guaranty (or similar agreement) made by the Luxembourg Subsidiary Guarantors in favor of the Administrative Agent and the Lenders, substantially in the form of Exhibit K.
Sample 1Sample 2Sample 3
Luxembourg Subsidiary Guaranty means each Guaranty (including each Amended and Restated Guaranty or Second Amended and Restated Guaranty, or similar agreement) made by the Luxembourg Subsidiary Guarantors in favor of the Administrative Agent and the Lenders, substantially in the form of Exhibit K.
Sample 1Sample 2
Luxembourg Subsidiary Guaranty means each Guaranty (or similar agreement) made by the Luxembourg Subsidiary Guarantors in favor of the Administrative Agent and the Lenders, substantially in the form of Exhibit K. “Mandatorily Convertible Shares” means any shares of preferred Equity Interests in the Company (other than Disqualified Equity Interests) that are mandatorily convertible into shares of its common Equity Interests. “Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, liabilities (actual or contingent) or financial condition of the Company or the Company and its Subsidiaries taken as a whole; (b) a material impairment of the ability of any Loan Party to perform its material obligations under any Loan Document to which it is a party; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document to which it is a party. “Material Real Property” means any owned real property located in the United States with a book value of more than $5,000,000 that is owned by any Domestic Loan Party. “Material Subsidiary” means, as of any date of determination, any wholly-owned Subsidiary of the Company (a) the consolidated total assets of which as reflected on its balance sheet as of the end of any fiscal quarter were greater than five percent (5.0%) of the Company’s Consolidated Total Assets (adjusted to eliminate intercompany transactions) as of such date or (b) which, as of the end of any fiscal quarter for the period of four consecutive fiscal quarters then ended, contributed greater than five percent (5.0%) of Consolidated Revenue (adjusted to eliminate the effect of intercompany transactions) for such period. 28 158477613_2174043865_5
Sample 1

Examples of Luxembourg Subsidiary Guaranty in a sentence

  • The Lenders and the L/C Issuers irrevocably authorize the Administrative Agent, to release any Guarantor from its obligations under any Domestic Subsidiary Guaranty, any Luxembourg Subsidiary Guaranty, any Canadian Subsidiary Guaranty, any UK Subsidiary Guaranty, any Spanish Subsidiary Guaranty or any other Guaranty executed by such Guarantor, as applicable, if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder or becomes an Excluded Subsidiary.

  • The Lenders and the L/C Issuers irrevocably authorize the Administrative Agent, to release any Subsidiary Guarantor from its obligations under any Domestic Subsidiary Guaranty, any Luxembourg Subsidiary Guaranty, any Canadian Subsidiary Guaranty, any UK Subsidiary Guaranty, any Spanish Subsidiary Guaranty or any other Guaranty executed by such Subsidiary Guarantor, as applicable, if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder.

  • The Lenders and the L/C Issuers irrevocably authorize the Administrative Agent, to release any Subsidiary Guarantor from its obligations under any Domestic Subsidiary Guaranty, any Luxembourg Subsidiary Guaranty, any Canadian Subsidiary Guaranty, any UK Subsidiary Guaranty, any Spanish Subsidiary Guaranty or any other Guaranty executed by such Subsidiary Guarantor, as applicable, if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder or becomes an Excluded Subsidiary.


More Definitions of Luxembourg Subsidiary Guaranty

Luxembourg Subsidiary Guaranty means that certain Amended and Restated Subsidiary Guaranty Agreement dated as of the date hereof made by Rowan Finanz in favor of the Administrative Agent for the benefit of the Lender Parties, as amended, supplemented or otherwise modified from time to time.
Sample 1

Related to Luxembourg Subsidiary Guaranty

  • 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.

  • 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).

  • Canadian Subsidiary Guarantor each Canadian Subsidiary of any Canadian Borrower which executes and delivers the Canadian Guarantee and Collateral Agreement, in each case, unless and until such time as the respective Canadian Subsidiary Guarantor ceases to constitute a Canadian Subsidiary of the Parent Borrower or is released from all of its obligations under the Canadian Guarantee and Collateral Agreement in accordance with the terms and provisions thereof.

  • 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.

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

  • 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 Guarantor means, collectively, the Subsidiaries of the Borrower that are Guarantors.

  • Additional Subsidiary Guarantor means each Person that becomes a Subsidiary Guarantor after the Closing Date by execution of an Accession Agreement as provided in Section 6.12.

  • Subsidiary Guarantee means any guarantee of the obligations of the Issuers under this Indenture and the Notes by any Subsidiary Guarantor in accordance with the provisions of this Indenture.

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

  • Luxembourg Guarantor means any Guarantor incorporated under the laws of the Grand Duchy of Luxembourg.

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

  • 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.

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

  • Guarantor means any one of them.

  • U.S. Guarantor means a Guarantor whose jurisdiction of organisation is a state of the United States of America or the District of Columbia.

  • Subsidiaries Guaranty shall have the meaning provided in Section 6.10.

  • Company Guaranty means the Company Guaranty made by the Company in favor of the Administrative Agent and the Lenders, substantially in the form of Exhibit F.

  • Parent Company Guarantee means a parent company guarantee to be delivered by the Supplier pursuant to Clause 5.6;

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

  • Luxembourg Paying Agent has the meaning set forth in Section 7.18.

  • 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 means, with respect to any Person, any obligation (except the endorsement in the ordinary course of business of negotiable instruments for deposit or collection) of such Person guaranteeing or in effect guaranteeing any indebtedness, dividend or other obligation of any other Person in any manner, whether directly or indirectly, including (without limitation) obligations incurred through an agreement, contingent or otherwise, by such Person:

  • Subsidiary Guarantors means (i) the subsidiaries listed in Schedule I hereto; (ii) any successor of the foregoing; and (iii) each other Subsidiary of the Company that becomes a Subsidiary Guarantor in accordance with Section 1305 hereof, in each case (i), (ii) and (iii) until such Subsidiary Guarantor ceases to be such in accordance with Section 1304 hereof.

  • 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.

  • Foreign Guarantor means any Guarantor that is not organized under the laws of the United States or any jurisdiction within the United States.