Seller Parent Guarantees definition

Seller Parent Guarantees means all obligations of Seller Parent or any of the Retained Subsidiaries under any Contract, instrument or other commitment, obligation or arrangement (other than Seller Parent LCs) or other obligation in existence as of the Closing Date to the extent related to the Business for which Seller Parent or any of the Retained Subsidiaries is or may be liable, as guarantor, indemnitor, original tenant, primary obligor, Person required to provide financial support or collateral in any form whatsoever, or otherwise (including by reason of performance guarantees).
Sample 1Sample 2Sample 3
Seller Parent Guarantees means all obligations of any Seller (other than the Conveyed Subsidiaries and their Subsidiaries) under any Contract, instrument or other commitment, obligation or arrangement (other than Seller Parent LCs) or other obligation in existence as of the Closing Date to the extent relating to the Business for which any Seller is or may be liable, as guarantor, original tenant, primary obligor, a Person required to provide financial support or collateral in any form whatsoever, or otherwise (including by reason of performance guarantees), in each case as set forth in Section 1.1(J) of the Seller Disclosure Letter and copies thereof delivered to Purchaser at least five (5) Business Days prior to the Closing.
Sample 1Sample 2Sample 3
Seller Parent Guarantees has the meaning set forth in Section 4.10.
Sample 1

Examples of Seller Parent Guarantees in a sentence

  • Neither the Seller Parent Guarantees nor the Seller Parent LCs shall be deemed Purchased Assets hereunder.

  • Neither Seller Parent Guarantees nor Seller Parent LCs shall be deemed Purchased Assets hereunder.

  • Prior to the Closing Date, Seller Parent and Purchaser shall cooperate and shall use their respective commercially reasonable efforts to terminate, or cause Purchaser or one of its Affiliates to be substituted in all respects for Seller Parent or the applicable Retained Subsidiary in respect of, all obligations of Seller Parent or any of the Retained Subsidiaries under Seller Parent Guarantees on the Closing Date.

Related to Seller Parent Guarantees

  • Parent Guarantee means the guarantee by Parent Guarantor of the obligations of the Issuer under this Indenture and the Securities in accordance with the provisions of this Indenture.

  • Parent Guaranty means the guaranty of the Parent pursuant to Section 15.

  • Management Guarantees means guarantees (x) of up to an aggregate principal amount outstanding at any time of $25.0 million of borrowings by Management Investors in connection with their purchase of Management Stock or (y) made on behalf of, or in respect of loans or advances made to, directors, officers, employees or consultants of any Parent, the Company or any Restricted Subsidiary (1) in respect of travel, entertainment and moving-related expenses incurred in the ordinary course of business, or (2) in the ordinary course of business and (in the case of this clause (2)) not exceeding $10.0 million in the aggregate outstanding at any time.

  • Parent Guarantors means the Company, Holdings I, Holdings II, Holdings III, Holdings IV and Holdings V.

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

  • Performance Guarantees means specific measurement indicators assigned to Contract tasks representing timeliness and quality of task output.

  • Parent Company Guarantee means a guarantee issued in favour of the Operator in substantially the form set out in Schedule 6 (Form of Parent Company Guarantee).

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

  • Acquisition Subsidiary shall have the meaning ascribed to it in the preamble hereto.

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

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

  • 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.

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

  • Acquired Subsidiaries means Subsidiaries of the Failed Bank acquired pursuant to Section 3.1.

  • Seller Subsidiaries means the subsidiary partnerships of the McNeil Partnerships listed on Annex G to this Agreement (the "Subsidiary Partnerships") and the subsidiary corporations listed on Annex F to this Agreement (the "Subsidiary Corporations") which hold GP Interests in certain of the Subsidiary Partnerships.

  • Parent Subsidiaries means the Subsidiaries of Parent.

  • Group Member Agreement means the partnership agreement of any Group Member, other than the Partnership, that is a limited or general partnership, the limited liability company agreement of any Group Member that is a limited liability company, the certificate of incorporation and bylaws or similar organizational documents of any Group Member that is a corporation, the joint venture agreement or similar governing document of any Group Member that is a joint venture and the governing or organizational or similar documents of any other Group Member that is a Person other than a limited or general partnership, limited liability company, corporation or joint venture, as such may be amended, supplemented or restated from time to time.

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

  • 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.

  • Guarantees As defined in the preamble hereto.

  • Performance Guarantee means the security to be provided by the Contractor in accordance with Sub Clause 10.1 for the due performance of the Contract.

  • Parent/Guardian means a birth or adoptive parent, legal guardian, or other person having responsibility for, or legal custody of, a child.

  • 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.

  • Holdings Guaranty means the Holdings Guaranty made by Holdings in favor of the Administrative Agent on behalf of the Secured Parties, substantially in the form of Exhibit F.

  • Guaranty Agreements means and includes the Guarantee of the Loan Parties provided for in Section 11, and any other guaranty agreement executed and delivered in order to guarantee the Obligations or any part thereof in form and substance reasonably acceptable to the Administrative Agent.

  • 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.