Seller Guaranty definition

Seller Guaranty has the meaning set forth in Section 3.01.

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Seller Guaranty means a guaranty of payment and performance issued by a Seller Guarantor in the form attached to this Agreement as Exhibit V or in such other form as may be acceptable to Purchaser acting reasonably.

Seller Guaranty shall have the meaning set forth in Section 6.1(a) hereof.

Examples of Seller Guaranty in a sentence

• The Seller hereby represents and warrants that it is, and immediately after giving effect to the Seller Guaranty and the obligation evidenced hereby, will be, solvent.

• The Seller further agrees that no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Administrative Agent or the Purchasers in connection with monies received under or in respect of the Seller Guaranty.

• The Seller hereby waives any and all notice of the creation, renewal, extension, accrual, or increase of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent or any Purchaser on the Seller Guaranty or acceptance of the Seller Guaranty.

• The Purchasers have been induced to make the Investments under this Agreement in part based upon the Seller Guaranty that the Seller desires that the Seller Guaranty be honored and enforced as separate obligations of the Seller, should Administrative Agent and the Purchasers desire to do so.

• The obligations of the Seller under the Seller Guaranty are absolute, irrevocable, and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any Guaranteed Obligations, any Contract, any Transaction Document or any other agreement or instrument referred to therein, to the fullest extent permitted by Applicable Law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor.

More Definitions of Seller Guaranty

Seller Guaranty has the meaning set forth in Section 2.08(a).

Seller Guaranty has the meaning set forth in Section 14.01.

Seller Guaranty means any guaranty, letter of credit, surety, indemnity or contribution agreement or other similar agreement entered into by Seller Group in favor of any third party guaranteeing or assuring such third party of the payment of any actual or potential Losses or obligation of the Target Companies or the Business to such third party.

Seller Guaranty means a guaranty, the form of which is attached as Appendix F, from a guarantor who is acceptable to PSE and who is Creditworthy, in PSE’s sole judgment, to secure Seller’s obligations under the guaranty, which provides for payment to PSE upon demand.

Seller Guaranty has the meaning set forth in Section 1.4.11.

Seller Guaranty means any agreement, undertaking, guaranty, letter of credit, letter of comfort, indemnity or contribution agreement or other arrangement entered into by Seller or any of its Affiliates (other than the Company and the Company Subsidiaries) for the benefit of the Company or any Company Subsidiary or the business or operations of the Company or any Company Subsidiary.

Seller Guaranty means the guaranty agreement that has been issued by the Seller Guarantor and delivered to Buyer on the Effective Date, a copy of which is attached hereto as Exhibit E-2.