Paying Subsidiary Guarantor definition

Paying Subsidiary Guarantor has the meaning assigned to such term in Section 7.12.
Sample 1Sample 2
Paying Subsidiary Guarantor is defined in Section 9(c) below.
Sample 1Sample 2
Paying Subsidiary Guarantor has the meaning assigned to such term in Section 7.12. TERM LOAN AGREEMENT, Page 17
Sample 1

Examples of Paying Subsidiary Guarantor in a sentence

  • The foregoing obligations will survive any termination, defeasance or discharge of the Indenture and will apply mutatis mutandis to any jurisdiction in which any successor Person to the Foreign Paying Subsidiary Guarantor is organized or any political subdivision or taxing authority or agency thereof or therein.

  • Notwithstanding anything to the contrary, with respect to any taxes of a country other than the United States or any tax related to a province, municipality or local taxing authority of such country, the Foreign Paying Subsidiary Guarantor will also make such withholding or deduction and remit the full amount deducted or withheld to the relevant authority as and when required in accordance with applicable law.

  • The Foreign Paying Subsidiary Guarantor will furnish to the Holders, within 30 days after the date the later of payment of any taxes due pursuant to applicable law or receipt of the following, certified copies of tax receipts evidencing such payment by the Foreign Paying Subsidiary Guarantor.

  • Notwithstanding anything to the contrary contained in this Indenture, the Foreign Paying Subsidiary Guarantor may, to the extent it is required to do so by law, deduct or withhold income or other similar taxes imposed by the United States of America from principal or interest payments hereunder.

  • Each Subsidiary Guarantor covenants and agrees that its right to receive any contribution under this Guaranty from a Non Paying Subsidiary Guarantor shall be subordinate and junior in right of payment to all the Guaranteed Obligations.

  • It is recommended that you visit this page from time to time to review any changes.

  • In the event any Subsidiary Guarantor (a “Paying Subsidiary Guarantor”) shall make any payment or payments under this Subsidiary Guarantee, each other Subsidiary Guarantor (each a “Non-Paying Subsidiary Guarantor”) shall contribute to such Paying Subsidiary Guarantor an amount equal to such Non-Paying Subsidiary Guarantor’s “Applicable Percentage” of such payment or payments made by such Paying Subsidiary Guarantor.


More Definitions of Paying Subsidiary Guarantor

Paying Subsidiary Guarantor shall make any payment or payments under this Guaranty or shall suffer any loss as a result of any realization upon any collateral granted by it to secure its obligations under this Guaranty, each other Guarantor, as applicable (each a “Non-Paying Subsidiary Guarantor”), shall contribute to such Paying Subsidiary Guarantor an amount equal to such Non-Paying Subsidiary Guarantor’s “Pro Rata Share” of such payment or payments made, or losses suffered, by such Paying Subsidiary Guarantor. For the purposes hereof, each Non-Paying Subsidiary Guarantor’s “Pro Rata Share” with respect to any such payment or loss by a Paying Subsidiary Guarantor shall be determined as of the date on which such payment or loss was made by reference to the ratio of (i) such Non-Paying Subsidiary Guarantor’s Maximum Liability as of such date (without giving effect to any right to receive, or obligation to make, any contribution hereunder) or, if such Non-Paying Subsidiary Guarantor’s Maximum Liability has not been determined, the aggregate amount of all monies received by such Non-Paying Subsidiary Guarantor from the Principal after the date hereof (whether by loan, capital infusion or by other means) to (ii) the aggregate Maximum Liability of the Subsidiary Guarantor hereunder as of such date (without giving effect to any right to receive, or obligation to make, any contribution hereunder), or to the extent that a Maximum Liability has not been determined for the Subsidiary Guarantor, the aggregate amount of all monies received by such Subsidiary Guarantor from the Principal after the date hereof (whether by loan, capital infusion or by other means). Nothing in this Section 9(c) shall affect the Subsidiary Guarantor’s liability for the entire amount of the Guaranteed Obligations (up to such Subsidiary Guarantor’s Maximum Liability). The Subsidiary Guarantor covenants and agrees that its right to receive any contribution under this Guaranty from a Non-Paying Subsidiary Guarantor shall be subordinate and junior in right of payment to all the Guaranteed Obligations. The provisions of this Section 9(c) are for the benefit of both the Administrative Agent and the Subsidiary Guarantor and may be enforced by any one, or more, or all of them in accordance with the terms hereof.
Sample 1

Related to Paying Subsidiary Guarantor

  • 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).

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

  • 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.

  • U.S. Subsidiary Guarantors means (a) each Domestic Subsidiary (other than an Unrestricted Subsidiary) on the Closing Date and (b) each Domestic Subsidiary that becomes a party to the Guarantee after the Closing Date pursuant to Section 9.11.

  • 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 Guarantors means each direct or indirect Domestic Subsidiary that is a Restricted Subsidiary in existence on the Closing Date or that becomes a party to the Subsidiary Guaranty Agreement pursuant to Section 8.11.

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

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

  • 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.

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

  • Subsidiary Guaranty is defined in Section 9.7(a).

  • Subsidiary Guarantee Agreement means the Subsidiary Guarantee Agreement, substantially in the form of Exhibit D, made by the Subsidiary Loan Parties in favor of the Administrative Agent for the benefit of the Lenders.

  • Guarantors means Holdings and the Subsidiary Guarantors.

  • 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.

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

  • 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.

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

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

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

  • New Guarantor means each Person who becomes a Guarantor in relation to the Securities by executing a New Guarantor Supplemental Indenture, in each case unless and until such Guarantor has been released from its Guarantee pursuant to Section 1302.

  • Call Off Guarantor means the person acceptable to a Contracting Body to give a Call Off Guarantee;

  • Paying Guarantor has the meaning assigned to such term in Section 10.11.

  • Note Guarantor means any Person that has issued a Note Guarantee.

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

  • Guarantor Subsidiary means each Guarantor other than Holdings.

  • Guarantee of the Notes means the guarantee of the Notes given by the Guarantor in the Trust Deed;