Member Guarantor definition

Member Guarantor means, as of the date of Closing, each Member identified as a “Member Guarantor” on Schedule 5.4 and, thereafter, each other Member that has executed and delivered a Member Guarantee pursuant to Section 9.8, in each case that has not been released from its Member Guarantee pursuant to Section 9.8(c).
Sample 1Sample 2
Member Guarantor means, as of the date of Closing, each Member identified as a “Member Guarantor” on Schedule 5.4 and, thereafter, each other Member that has executed and delivered a Member Guarantee pursuant to Section 9.8, in each case that has not been released from its Member Guarantee pursuant to Section 9.8(fc).
Sample 1
Member Guarantor s/ Nxxx X. Xxxxxxx Nxxx X. Xxxxxxx “Member Guarantor” P.A.J. Irrevocable Trust By: /s/ Txxxxxx Xxxxx Name: Txxxxxx Xxxxx Title: Trustee “Member Guarantor” /s/ Txxxxx X. Xxxxxx Txxxxx X. Xxxxxx “Member Guarantor” /s/ Jxxx X. Xxxxx Jxxx X. Xxxxx
Sample 1

Examples of Member Guarantor in a sentence

  • Anything herein to the contrary notwithstanding, the liability of any Member Guarantor under this Deed Guarantee shall in no event exceed an amount equal to the maximum amount which can be guaranteed by such Member Guarantor under applicable laws relating to the insolvency of debtors and fraudulent conveyance.

  • Such Member Guarantor has the corporate or other organizational power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Deed of Guarantee and to perform the provisions hereof.

  • This Deed of Guarantee may be amended, and the observance of any term hereof may be waived (either retroactively or prospectively), with (and only with) the written consent of each Member Guarantor and the Required Holders, except that no such amendment or waiver may, without the written consent of each Holder affected thereby, amend any of Section 2.01, 2.02, 4, this Section 5.01 or Section 5.04.

  • Such Member Guarantor is solvent and able to pay all its debts as and when they fall due and such Member Guarantor will not be rendered insolvent as a result of entering into the transactions contemplated by this Deed of Guarantee (after taking into consideration contingencies and contribution from others).

  • Each Member Guarantor that is a shareholder of another Member Guarantor hereby ratifies and confirms the entry by such other Member Guarantor into, and the performance by such other Member Guarantor of all of its obligations under, this Deed of Guarantee.

  • No liability for any Tax, directly or indirectly, imposed, assessed, levied or collected by or for the account of any Governmental Authority of or in the jurisdiction of organization of such Member Guarantor or any political subdivision thereof or therein will be incurred by such Member Guarantor or any Holder of a Note as a result of the execution or delivery of this Deed of Guarantee, except for any Taxes which have been paid.

  • To the fullest extent permitted by applicable law, each Member Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

  • One or more additional Members may become party to this Deed of Guarantee by executing and delivering to each holder an Accession Deed in the form of Annex II hereto, in which case each such Member shall, from and after the date of the execution and delivery of such Accession Deed, be for all purposes a “Member Guarantor” hereunder, and each such Member Guarantor shall be deemed to have made the representations and warranties in Section 3 hereof to each holder as of such date.

  • All notices and communications provided for hereunder shall be in writing and sent as provided in Section 20 of the Note and Guarantee Agreement (i) if to any Holder, to the address (whether electronic or physical) specified for such Holder in the Note and Guarantee Agreement and (ii) if to any Member Guarantor, to the address for such Member Guarantor set forth in Annex I hereto.

  • The Member Guarantor agrees that it hereby becomes a “Member Guarantor” as defined in, and for all purposes under, the Deed of Guarantee as if named in and as a party to the Deed of Guarantee, and accordingly is bound by the Deed of Guarantee as a Member Guarantor.


More Definitions of Member Guarantor

Member Guarantor s/ Dxxxxx X. Xxxxxxxx Dxxxxx X. Xxxxxxxx “Member Guarantor” /s/ Cxxxxxxxx Xxxx Cxxxxxxxx Xxxx “Member Guarantor” /s/ J. Dxxxxxx Xxxxxxxxx J. Dxxxxxx Xxxxxxxxx “Member Guarantor” /s/ Kxxxx X. Xxxxxx Kxxxx X. Xxxxxx
Sample 1
Member Guarantor has the meaning assigned to such term in the Equity Contribution Agreement.
Sample 1
Member Guarantor means any guarantor of the obligations of any Member (including any Qualifying Transferee) under this Agreement (i) with long-term unsecured senior debt ratings of (A) at least BBB- (or the then-equivalent rating) by S&P and (B) at least Baa3 (or the then-equivalent rating) by Xxxxx’x, or (ii) that has been approved as a Member Guarantor in writing by each Lender.
Sample 1

Related to Member Guarantor

  • Seller Guarantor has the meaning set forth in the Preamble.

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

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

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

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

  • Guarantor Subsidiary means each Guarantor other than Holdings.

  • 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).

  • Non-Guarantor Subsidiary means any Subsidiary of the Borrower that is not a Subsidiary Guarantor.

  • Limited Guarantor With respect to any Series (or Class within such Series), a Person specified in the related Supplement as providing a guarantee or insurance policy or other credit enhancement supporting the distributions in respect of such Series (or Class within such Series) as and to the extent specified in such Supplement.

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

  • 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.

  • Corporate Guarantor means Navios Maritime Holdings Inc., a company incorporated in the Xxxxxxxx Islands and having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Xxxxxxxx Xxxxxxx, XX00000;

  • 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.

  • Parent Guarantor has the meaning specified in the recital of parties to this Agreement.

  • Qualified borrower means any borrower that is a sponsoring entity that has a controlling interest in the real property that is financed by a qualified loan. A controlling interest includes, but is not limited to, a controlling interest in the general partner of a limited partnership that owns the real property.

  • Significant Guarantor means any guaranty agency that guarantees trust student loans comprising at least 10% of the Pool Balance of the trust student loans by outstanding principal balance as of the statistical disclosure date.

  • Successor Guarantor shall have the meaning specified in Section 11.02(a).

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

  • Initial Guarantor has the meaning set forth in the preamble hereto.

  • Purchasing Borrower Party means any of the Borrower or any Restricted Subsidiary.

  • Non-Guarantor Subsidiaries means, as of any date of determination, a collective reference to:

  • Canadian Guarantor means each Guarantor that is incorporated or otherwise organized under the laws of Canada or any province or territory thereof.

  • Additional Borrower means a company which becomes an Additional Borrower in accordance with Clause 25 (Changes to the Obligors).

  • Operating Lessee means, with respect to a Hotel Property, the Subsidiary of the Parent Guarantor that leases such Hotel Property from a Subsidiary of the Parent Guarantor that is the owner or ground lessee of such Hotel Property.

  • Designated Borrower has the meaning specified in the introductory paragraph hereto.