Seller Guaranty has the meaning set forth in Section 3.01.
Seller Guarantor has the meaning set forth in the introductory paragraph to this Agreement.
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.
Buyer Party means each Affiliate of Buyer that is, or is contemplated by this Agreement to become at the Closing, a party to one or more Transaction Agreements. For clarity, none of the Acquired Companies shall be deemed to be a “Buyer Party” hereunder.
VA Loan Guaranty Agreement means the obligation of the United States to pay a specific percentage of a Mortgage Loan (subject to a maximum amount) upon default of the Mortgagor pursuant to the Servicemen’s Readjustment Act, as amended.
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.
Parent Guaranty means the guaranty of the Parent pursuant to Section 15.
Guaranty Agreements means, collectively, the Parent Guaranty Agreements and the Subsidiary Guaranty Agreements.
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.
Foreign Guaranty means a Corporate Guaranty provided by an Affiliate of a Participant that is domiciled in a foreign country, and meets all of the provisions of Tariff, Attachment Q. Form 715 Planning Criteria: “Form 715 Planning Criteria” shall have the same meaning provided in the Operating Agreement.
Buyer Closing Certificate has the meaning set forth in Section 7.03(d).
Acquisition Agreement Representations means the representations and warranties with respect to the Companies made by the Seller in the Acquisition Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates have the right to terminate its or their obligations under the Acquisition Agreement (or decline to consummate the Rockwood Acquisition) as a result of a breach of such representations in the Acquisition Agreement.
Transaction Agreement has the meaning set forth in the recitals.
Seller Closing Certificate has the meaning set forth in Section 7.02(d).
Specified Acquisition Agreement Representations means the representations and warranties made by, or with respect to, the Target and its subsidiaries in the Acquisition Agreement that are material to the interests of the Lenders, but only to the extent that the Borrower (or its applicable affiliate) has the right (taking into account applicable cure provisions) to terminate its obligations under the Acquisition Agreement or to decline to consummate the Acquisition (in each case, in accordance with the terms thereof) as a result of a breach of any such representations and warranties.
Buyer Parties means Buyer, its Affiliates, their members, officers, directors, employees, agents, representatives, successors, and assigns.
Limited Guaranty With respect to any Series (or Class within such Series), any guarantee of, or insurance policy or other comparable form of credit enhancement with respect to, amounts required to be distributed in respect of such Series (or Class) or payments under all or certain of the Underlying Securities relating to such Series or Class, executed and delivered by a Limited Guarantor in favor of the Trustee, for the benefit of the Certificateholders, as specified in the related Supplement.
Completion Guaranty means the Completion Guaranty of even date herewith executed by Guarantor in favor of Lender in connection with the Capital Improvement Work and the Loan, as amended from time to time.
Guaranty Joinder Agreement means each Guaranty Joinder Agreement, substantially in the form thereof attached to the Guaranty, executed and delivered by a Subsidiary to Administrative Agent pursuant to Section 6.14.
Seller’s Closing Documents as defined in Section 3.2(a).
U.S. Guaranty means (a) the guaranty made by the Parent Borrower, Holdings and the other Guarantors in favor of the Administrative Agent on behalf of the Secured Parties pursuant to clause (b)(i) and (iii) of the definition of “Collateral and Guarantee Requirement,” substantially in the form of Exhibit F-1 and (b) each other guaranty and guaranty supplement delivered pursuant to Section 6.11(a)(i).
Buyer Parent has the meaning set forth in the Preamble.
Seller Ancillary Documents means any agreement or other instrument, other than this Agreement, but including the Commercial Agreements, to be executed and delivered by a Seller or an Affiliate thereof in connection with the transactions contemplated hereby.
Guaranteed Agreement means the Framework Agreement and each Call-Off Contract made between the Supplier and each Other Contracting Body;
Post-Closing Agreement shall have the meaning set forth in Section 8.9.
Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.