Original Parent definition
Examples of Original Parent in a sentence
Notwithstanding anything contained herein to the contrary, the Original Parent Guaranty (as amended and restated on the date hereof) and the obligations contained therein shall remain in full effect (as amended and restated) as of the Restatement Date and shall survive the termination of the Transaction Documents in effect immediately prior to the effectiveness of this Agreement.
The Successor Parent shall, with immediate effect, become a party to the Indenture and assume all of the obligations of the Original Parent under the Indenture (including, without limitation, Article 11 of the Indenture) and perform all of the obligations and agreements of the Original Parent under the Indenture.
Notwithstanding anything contained herein to the contrary, the Original Parent Guaranty (as amended and restated on the Second Amendment and Restatement Date) and the obligations contained therein shall remain in full effect (as amended and restated) as of the Second Amendment and Restatement Date and shall survive the termination of the Transaction Documents in effect immediately prior to the effectiveness of this Agreement.
Additionally, in connection with the foregoing, the Agent consents to (i) the amendment and restatement of the Original Parent Guaranty and (ii) the amendment and restatement of (a) the first amended and restated limited liability company agreement of the Borrower (as in effect on the date hereof) and (b) the second amended and restated limited liability company agreement of the Seller (as in effect on the date hereof), in each case in form and substantive acceptable to the Agent.
To the extent permitted by law, this Guaranty supersedes and replaces any other guaranty that BNPP provided to BNPPB or the Beneficiaries in relation to the Guaranteed Obligations, including, but not limited to the Original Parent Guaranty.
The Company hereby consents to the termination or amendment and restatement, as applicable, of the Original Parent Group Contracts concurrently with the execution of this Agreement and the Parent Group Contracts.
For the purpose of determining the truth and correctness of such representations and warranties, the Updated Parent Disclosure Schedules, and any other update or modification to the Original Parent Disclosure Schedules made or purported to have been made after the date of this Agreement, shall be disregarded.
Additionally, in connection with the foregoing, the Administrative Agent and the Lenders consent to (i) the amendment and restatement of the Original Parent Guaranty and (ii) the amendment and restatement of (a) the second amended and restated limited liability company agreement of the Borrower (as in effect on the date hereof), in form and substance reasonably acceptable to the Administrative Agent.
This Guaranty amends and restates the Original Parent Guaranty in its entirety and is given in replacement thereof.
New Parent hereby agrees, as of the date hereof, to be bound by the terms of, and subject to the conditions set forth in, the Indenture as if it were the Original Parent thereunder (so that from and after the date hereof, the provisions of the Notes and the Indenture referring to the Original Parent (in each case, referred to as the “Parent” therein) shall instead refer to the New Parent).