Sponsor Guaranties definition

Sponsor Guaranties means individually or collectively, as the context requires, each agreement listed under the heading “Sponsor Guaranties” on Schedule 4.22(a), which may be modified from time to time subject to Section 6.10.
Sample 1
Sponsor Guaranties means each of the guaranties, dated the Closing Date from (i) GS Capital Partners V Fund, L.P. and (ii) Kxxxx & Company, L.P., in the form of Exhibits I-1 and I-2 hereto, respectively.
Sample 1
Sponsor Guaranties means those certain limited continuing guaranties executed and delivered by each Sponsor Guarantor (and each general partner of each Sponsor Guarantor, other than The Xxxxxxxx Xxxx Private Equity Fund V L.P.), in each case, in favor of Agent, for the benefit of the Lender Group, each in form and substance satisfactory to Agent, and “Sponsor Guaranty” means any one of them.”
Sample 1

Examples of Sponsor Guaranties in a sentence

  • The parties agree that the Sponsor Guaranties and the Sponsor Collateral constitute Security Documents.

  • The LLC Agreement shall have been executed by the Class B Equity Investor and delivered to the Class A Equity Investors, and the Sponsor Guaranties shall have been executed by the applicable Sponsor Guarantors and wet ink, original signatures shall have been delivered to the Class A Equity Investors.

  • The Parties, for themselves, their Affiliates, successors and permitted assigns agree that, notwithstanding anything to the contrary herein or in any other agreement, any liability for indemnification under this Article VIII shall be without duplication of recovery of amounts payable under this Agreement, the LLC Agreement, the PSA or the Sponsor Guaranties.

  • Any such equity contribution or payment under the Sponsor Guaranties shall be applied as a prepayment, to be applied first in prepayment of the Term Loans, pro rata against all remaining scheduled installments, and if the Term Loans shall have been repaid in full, then in prepayment of the Revolving Loan.

  • Each Lender hereby further authorizes Administrative Agent, on behalf of and for the benefit of Lenders, to be the agent for and representative of Lenders with respect to the Guaranty and the Sponsor Guaranties.

  • These have been aggregated into one reportable segment as they do not generate revenues for the Company.

  • The parties further acknowledge and agree that the $1,801,831.66 payment received by Agent under the Sponsor Guaranties on July 1, 2002 was applied against the June 30, 2002 Scheduled Installments of both Term Loans.

  • Any proceeds obtained by Agent or Borrower from the Sponsor Guaranties and the Sponsor Collateral shall be applied as a prepayment, to be applied first in prepayment of the Term Loans, pro rata against all remaining scheduled installments, and if the Term Loans shall have been repaid in full, then in prepayment of the Revolving Loan, unless such proceeds relate to an Event of Default under Section 6.1(A) in which case such proceeds shall be applied to cure such Event of Default.

  • The Class A Equity Investor Indemnitees shall pursue recourse for Class A Equity Investor Claims under the Sponsor Guaranties concurrently with any claims on the Class B Equity Investor hereunder.

  • To the extent the Class B Equity Investor does not pay the full Class A Withdrawal Price on the Class A Withdrawal Date, the Class A Equity Investors may elect to seek payment of any shortfall pursuant to the Sponsor Guaranties.


More Definitions of Sponsor Guaranties

Sponsor Guaranties means those certain Guaranties dated as of Third Amendment Effective Date among Agent and the Sponsors.
Sample 1
Sponsor Guaranties means the Limited Guaranties to be executed and delivered at the Closing by each of the Persons set forth on Exhibit F for the benefit of Buyer, substantially in the form attached hereto as Exhibits E-1 and E-2, as applicable, in each case limited to (a) the term set forth in Section 8 thereof and (b) such Person’s Maximum Guaranteed Amount.
Sample 1
Sponsor Guaranties. Each Sponsor Partner Member will provide a payment guaranty, no later than the Initial Funding Date, of the indemnification obligations of the Sponsor Partner under the ECCA and LLCA. The obligations of the guarantors under the guarantees shall be several and not joint with the other guarantors. The guarantors will be: • Avangrid Inc.; • Copenhagen Infrastructure III K/S; and • one or more U.S. subsidiaries of Copenhagen Infrastructure II K/S. Arrangements: The Investor Partners will enter into a direct agreement with the lenders (or the agents acting on their behalf). The direct agreement will contain usual and customary terms, but it is expected to provide the following rights to the lenders: • consent to collateral assignment of the Investor Partners’ obligations under the ECCA, PSA, LLCA and associated guarantees; • ability of the lenders to cure breaches or defaults under the ECCA and, after the Initial Funding Date and prior to the Final Funding Date, the LLCA; • consent to an upstream change of control for the back-levered lenders to exercise remedies after any default under the back- levered debt, subject to conditions and requirements to be agreed; • agreement by the Investor Partners not to exercise its rights to remove the managing member if the collateral agent has notified the Investor Partners of its intention to foreclose on the Class B Interests, and after foreclosure to grant the back-levered lenders the ability to appoint (in consultation with the Investor Partners) a manager that meets agreed requirements; • without limiting the Investor Partners’ ability to pursue recourse under the sponsor guarantees, agreement by the Investor Partners that upon foreclosure there will be no obligation for the collateral agent to assume existing indemnity obligations, and any indemnity obligations would only cover indemnity obligations arising after foreclosure; • agreement by the Investor Partners that foreclosure in compliance with conditions and requirements to be agreed will cure any event giving rise to a buy-out right in favor of Investor Partners; and • agreement by the Investor Partners not to terminate the ECCA, PSA, LLCA and associated guarantees after the Initial Funding Date and prior to the Final Funding Date upon, and to provide a contract replacement in connection with, rejection or termination in, bankruptcy. The direct agreement also will be expected to provide the following rights to the Investor Partners: • the Investor Partners shall...
Sample 1

Related to Sponsor Guaranties

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

  • Guaranties means the Company Guaranty and the Subsidiary Guaranty.

  • Guarantee Agreements means the Parent Guarantee Agreement and the Subsidiary Guarantee Agreement.

  • Subsidiary Loan Agreements means the agreements to be entered into pursuant to Section 3.01 (b) of this Agreement, as the same may be amended from time to time, and such term includes all schedules to the Subsidiary Loan Agreements;

  • 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.

  • Guaranty Agreement means an agreement executed by the Guarantors in substantially the form of Exhibit F-2 unconditionally guarantying on a joint and several basis, payment of the Indebtedness, as the same may be amended, modified or supplemented from time to time.

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

  • Guaranty Obligations means, with respect to any Person, without duplication, any obligations of such Person (other than endorsements in the ordinary course of business of negotiable instruments for deposit or collection) guaranteeing or intended to guarantee any Indebtedness of any other Person in any manner, whether direct or indirect, and including without limitation any obligation, whether or not contingent, (i) to purchase any such Indebtedness or any Property constituting security therefor, (ii) to advance or provide funds or other support for the payment or purchase of any such Indebtedness or to maintain working capital, solvency or other balance sheet condition of such other Person (including without limitation keep well agreements, maintenance agreements, comfort letters or similar agreements or arrangements) for the benefit of any holder of Indebtedness of such other Person, (iii) to lease or purchase Property, securities or services primarily for the purpose of assuring the holder of such Indebtedness, or (iv) to otherwise assure or hold harmless the holder of such Indebtedness against loss in respect thereof. The amount of any Guaranty Obligation hereunder shall (subject to any limitations set forth therein) be deemed to be an amount equal to the outstanding principal amount (or maximum principal amount, if larger) of the Indebtedness in respect of which such Guaranty Obligation is made.

  • 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.

  • Permitted SBIC Guarantee means a guarantee by the Borrower of Indebtedness of an SBIC Subsidiary on the SBA’s then applicable form, provided that the recourse to the Borrower thereunder is expressly limited only to periods after the occurrence of an event or condition that is an impermissible change in the control of such SBIC Subsidiary (it being understood that, as provided in clause (s) of Article VII, it shall be an Event of Default hereunder if any such event or condition giving rise to such recourse occurs).

  • Obligation Guaranty means any Guarantee of all or any portion of the Secured Obligations executed and delivered to the Administrative Agent for the benefit of the Secured Parties by a guarantor who is not a Loan Party.

  • Subsidiary Loan Agreement means the agreement to be entered into between the Borrower and ECTEL pursuant to Section 3.01(b) of this Agreement, as the same may be amended from time to time; and such term includes all schedules to the Subsidiary Loan Agreement;

  • Acquisition Agreements has the meaning specified in the Recitals.

  • Guarantees As defined in the preamble hereto.

  • 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.

  • Recourse Obligations has the meaning set forth in Section 2.1.

  • 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.

  • Non-Guarantor Subsidiary means any Restricted Subsidiary that is not a Subsidiary Guarantor.

  • Co-financing Agreement means the agreement to be entered into between the Recipient and the Co-financier providing for the Co-financing.

  • Equity Agreements has the meaning set forth in Section 5.1.

  • Subordination Agreements means, collectively, any subordination agreements entered into by any Person from time to time in favor of Agent in connection with any Subordinated Debt, the terms of which are acceptable to the Agent, in each case as the same may be amended, restated or otherwise modified from time to time, and “Subordination Agreement” shall mean any one of them.

  • Other Guarantees means all guarantees, other than this Preferred Securities Guarantee, to be issued by the Guarantor with respect to preferred securities (if any) similar to the Preferred Securities, issued by trusts other than the Issuer to be established by the Guarantor (if any), in each case similar to the Issuer.

  • Subsidiary Guaranty is defined in Section 9.7(a).

  • Existing Indebtedness Agreements shall have the meaning provided in Section 5.05.