Specified Guarantee definition

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

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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).
Notwithstanding the foregoing, if the Specified Guarantee Termination Date occurs prior to November 30, 2015, then no later than two Business Day after the Specified Guarantee Termination Date, Seller shall deliver to IPH cash in the amount equal to the Cash Payment, such amount to be delivered by wire transfer of immediately available funds to an account to be specified by IPH.
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.
In the case of Specified Guarantee Sources described in clause (i) and (ii) above, Guaranteed Payments shall be paid first from the moneys held within the Clean Water SRF (as defined in the 2010 MFI) to the extent sufficient moneys are available therein and then from moneys held in the Drinking Water SRF (as defined in the 2010 MFI).

More Definitions of Specified Guarantee

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

Specified Guarantee means item 3 of the Disclosure Supplement.

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

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.

Specified Guarantee shall have the meaning set forth in Appendix B-2. “Subsidiary Transferee” shall have the meaning set forth in Section 1.1, and is more particularly described in Part I of Appendix C of the Agreement. “Subsidiary Transferor” shall have the meaning set forth in the recitals to this Agreement, and is more particularly described in Part I of Appendix C of the Agreement. “Surplus Amount” shall have the meaning set forth in Part I of Appendix B. “Survival Period” shall have the meaning set forth in Part VI of Appendix B. “Tax” or “Taxes” means, collectively all federal, provincial, state and local or foreign income, estimated, payroll, withholding, excise, sales, use, real and personal property, use and occupancy, business and occupation, mercantile, transfer, capital stock and franchise or other taxes of any kind whatsoever (including interest, additions and penalties thereon). “Tax Returns” means any return, declaration, report, claim for refund or information return or statement relating to Taxes, including any schedule or attachment thereto. “Third Party Claim” shall have the meaning set forth in Section 6.5(a). “Third Party Claim Notice” shall have the meaning set forth in Section 6.5(a). “Updated Sale Model” shall have the meaning set forth in Part I of Appendix B. “Wind Project” shall have the meaning set forth in the recitals to this Agreement, and is more particularly described in Part II of Appendix C of the Agreement. ▇▇▇▇▇▇▇▇ ▇-▇: RULES OF CONSTRUCTION

Specified Guarantee means any claims, guarantees, Liens, pledges, or other security interests held by any Holders of First Lien Claims under the Amended First Lien Credit Agreement against any Specified Subsidiary.

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