Specified Guarantee definition

Specified Guarantee shall have the meaning set forth in Appendix B-2.

Specified Guarantee means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Specified Indebtedness (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement conditions or otherwise); provided, however, that the term Guarantee shall not include endorsements of instruments for deposit or collection in the ordinary course of business or customary indemnity obligations in effect on the date of the consummation of the Sprint Merger or entered into in connection with any acquisition or disposition permitted under the Indenture (other than such obligations with respect to Specified Indebtedness). The amount of any Guarantee of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation (or portion thereof) in respect of which such Guarantee is made and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by the Company in good faith.

Specified Guarantee means, in relation to any Indebtedness of any Person, any obligation of another Person to pay such Indebtedness including (without limitation):

Examples of Specified Guarantee in a sentence

• The provisions of Article 8 shall also be applicable with respect to the Specified Guarantee provided by each Specified Guarantor.

• The Company shall use its reasonable best efforts to cause the guarantee obligations of Teekay Corporation set forth on Section 6.03(s) of the Company Disclosure Letter delivered in connection with the Investment Agreement (the “Specified Guarantee Obligations”) to be released and terminated on or prior to the Closing (or after the Closing if it is not commercially practicable to release and terminate any such Specified Guarantee Obligations prior to the Closing).

• Reviews of campus facilities ideally occur on a fairly regular basis, and especially when the school is actively engaged in building projects.

• The Company shall indemnify and hold harmless Teekay Corporation and its Affiliates for any losses, liabilities or obligations that Teekay Corporation may suffer or incur as a result of any Specified Guarantee Obligations that survive the Closing.

• Except as expressly set forth in this ‎Section 5.09(a)(i) with respect to the Scheduled Guarantees or in ‎Section 5.09(a)(ii) below with respect to the Specified Guarantee, VS Holdco shall have no obligations in respect of any other obligations of Parent or any of its Affiliates under any other guarantee, letter of credit, keepwell, surety or performance bond, indemnity, support agreement or other similar arrangement provided by Parent or any of its Affiliates.

More Definitions of Specified Guarantee

Specified Guarantee means a Completion Guaranty or a Tax Indemnity Agreement, as applicable.

Specified Guarantee has the meaning specified in Section 8.01(c).

Specified Guarantee means item 3 of the Disclosure Supplement.

Specified Guarantee means that certain Guarantee, entered September 17, 2019, by Output Services Group in favor of the Pension Trustee.

Specified Guarantee means the Guarantee by the Company, on an unsecured basis, during the period from the Issue Date to the Effective Time, of Obligations of Labcorp under Labcorp’s 4.00% senior notes due 2023; 2.30% senior notes due 2024; 3.25% senior notes due 2024; 3.60% senior notes due 2025; 1.55% senior notes due 2026; 3.60% senior notes due 2027; 2.95% senior notes due 2029; 2.70% senior notes due 2031 and 4.70% senior notes due 2045, in each case, to the extent and as required by the indentures governing such Obligations, which such Guarantee shall terminate automatically, without any further action by any Person, immediately following the Effective Time on the Effective Date.

Specified Guarantee means the Guarantee by the Parent Borrower, on an unsecured basis, during the period from the date of the issuance of the Secured Notes to the Spin-Off Effective Time, of obligations of Labcorp under Labcorp’s 4.00% senior notes due 2023, 2.30% senior notes due 2024, 3.25% senior notes due 2024, 3.60% senior notes due 2025, 1.55% senior notes due 2026, 3.60% senior notes due 2027, 2.95% senior notes due 2029, 2.70% senior notes due 2031, and 4.70% senior notes due 2045, in each case, to the extent and as required by the indentures governing such obligations, which such Guarantee shall terminate automatically, without any further action by any Person, immediately upon the Spin-Off Effective Time on the Closing Date.

Specified Guarantee. As to any Person, any obligation of such Person directly or indirectly guaranteeing any Debt of any other Person or in any manner providing for the payment of any Debt of any other Person or otherwise protecting the holder of such Debt against loss (whether by virtue of partnership arrangements, by agreement to keep-well, to purchase assets, goods, securities or services, or to take-or- pay or otherwise); provided that the term “Specified Guarantee” shall not include (i) endorsements for collection or deposit in the ordinary course of business, or (ii) obligations to make servicing advances for delinquent taxes and insurance or other obligations in respect of a mortgaged property. The amount of any Specified Guarantee of a Person shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation in respect of which such Specified Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by such Person in good faith.